AlTi Global S4 Registration of securities issued in business combination transactions

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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As filed with the Securities and Exchange Commission on February 11, 2022.

Registration

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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. Adam S. Namoury, Esq. Greenberg Traurig, P.A. 333 S.E. 2 nd 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.

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.”

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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 February 11, 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

138,822,699 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 Umbrella, which 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 138,822,699 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

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entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “

Risk

Factors

” beginning on page 64 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.

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Cartesian Growth Corporation

505 Fifth Avenue, 15

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

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 with each of its

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Affiliated Managers, and (b) TIG GP will distribute to Umbrella all of the issued and outstanding shares or interests that it holds with its Affiliated 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 with 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 with its Affiliated 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,

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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.”

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“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 44,689,315 shares of Class A Common Stock of the Company to the shareholders of Alvarium and the PIPE Investors and up to 52,290,884 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

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.”

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(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 Michael Tiedemann 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 Craig Smith 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 Ali Basharif 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.”

“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 Tracey Brophy Warson 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 Judy Lee 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”).

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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

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(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 , 2021, 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,

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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

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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			35
SUMMARY HISTORICAL FINANCIAL INFORMATION OF CARTESIAN			47
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF TWMH			48
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF THE TIG ENTITIES			51
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF ALVARIUM			54
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL INFORMATION			58
TICKER SYMBOLS AND DIVIDEND INFORMATION			60
SUMMARY RISK FACTORS			61
RISK FACTORS			64
SPECIAL MEETING OF THE SHAREHOLDERS			116
PROPOSAL NO. 1 - THE BUSINESS COMBINATION PROPOSAL			123
PROPOSAL NO. 2 - THE DOMESTICATION PROPOSAL			189
PROPOSAL NO. 3 - THE ORGANIZATIONAL DOCUMENTS PROPOSAL			194
PROPOSAL NO. 4 – THE ADVISORY CHARTER PROPOSALS			196
PROPOSAL NO. 5 - THE STOCK ISSUANCE PROPOSAL			204
PROPOSAL NO. 6 - THE EQUITY INCENTIVE PLAN PROPOSAL			206
PROPOSAL NO. 7 - THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL			212
PROPOSAL NO. 8 – THE ELECTION OF DIRECTORS PROPOSAL			217
PROPOSAL NO. 9 – THE ADJOURNMENT PROPOSAL			219
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			220
INFORMATION ABOUT CARTESIAN			254
BUSINESS OF ALVARIUM TIEDEMANN			266
HISTORICAL BUSINESS OF TWMH			293
HISTORICAL BUSINESS OF THE TIG ENTITIES			300
HISTORICAL BUSINESS OF ALVARIUM			307
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CARTESIAN			318
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TWMH			324
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE TIG ENTITIES			341
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ALVARIUM			360
MANAGEMENT OF THE COMPANY FOLLOWING THE BUSINESS COMBINATION			381
EXECUTIVE COMPENSATION			390
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			394
BENEFICIAL OWNERSHIP OF SECURITIES			399
DESCRIPTION OF SECURITIES			403
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			426
APPRAISAL RIGHTS			438
HOUSEHOLDING INFORMATION			439
TRANSFER AGENT AND REGISTRAR			440
SUBMISSION OF SHAREHOLDER PROPOSALS			441
FUTURE SHAREHOLDER PROPOSALS			442
WHERE YOU CAN FIND MORE INFORMATION			443
LEGAL MATTERS			444
EXPERTS			445
INDEX TO FINANCIAL STATEMENTS			F-1

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ANNEX A-1 – BUSINESS COMBINATION AGREEMENT

ANNEX A-2 – AMENDMENT NO. 1 TO 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

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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.

“Affiliated Managers” means global alternative asset managers with whom we partner by taking ownership or similar stakes with such managers. The operations of our Affiliated Managers are not subject to our control.

“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.

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“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 SHP Discretionary Banking Fee

plus

(D) 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

(ii) $3,713,580, being an amount equal to the value of the tax benefit of the Reliefs available to Alvarium;

provided

, that, the value of component (ii) set out above will not exceed the lesser of (A) $10,000,000 or (B) the aggregate of the face values (or equivalent in the case where there is no specified face value) of the Indebtedness in component (i).

“Alvarium Equity Value” means $334,121,060.

“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.

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

Presentation of Certain Financial Information

.”

“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 redemption rights 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) the aggregate amount of the Transaction Expenses (as defined in the Business Combination Agreement). For the avoidance of doubt, Available Cash shall be calculated prior to taking into account payment of any Aggregate Cash Consideration.”

“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.

“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 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.

“CFO Expenses” means (a) all

out-of-pocket

fees, costs and expenses (including recruitment fees, costs and expenses) and (b) the compensation (including wages and bonuses) incurred by TWMH or on its behalf prior to the Closing Date in connection with or related to the hiring of the chief financial officer of the Company (who will serve as the chief financial officer of the Company from and after the Closing Date), which will not exceed an aggregate amount of $1,500,000.

“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.

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“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.

“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.

“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.

“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 the 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 CFO Expenses,

plus

(h) an amount equal to the Transaction Expenses Adjustment,

minus

(i) the New Shareholder Equity Value.

“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.

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“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.

“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 $36 million, other than (a) the SHP Discretionary Banking Fee, (b) the Alvarium Reorganization Expenses in excess of the Alvarium Reorganization Expenses Cap, (c) the CFO Expenses, and (d) 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).

“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.

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

“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 Affiliated Managers, nor does Indebtedness include any debt incurred in connection with any of the acquisitions set forth in clauses (d)(i), (ii) or (iii) above.

“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.

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“New Shareholder Equity Valu

” 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 (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 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).

“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

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(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.

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

“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.

“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.

“SHP Discretionary Banking Fee” means the discretionary investment banking fee in an aggregate amount of $750,000 payable to SHP, which will be paid and borne solely by Alvarium.

“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 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

“TIG Entities Equity Value” means $380,232,790.

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“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 (other than the SHP Discretionary Banking Fee), due diligence providers, experts and consultants to 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 contemplated thereby (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 CFO 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.

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“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

“TWMH Equity Value” means $365,546,150.

“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.

“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

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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 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 TIG’s Affiliated Managers. Affiliated 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 Affiliated Manager. 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.

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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 Affiliated Managers as we believe including such AUM presents a more accurate depiction of the respective businesses. However, the AUM of the Affiliated 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

™

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 with 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 with its Affiliated 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 Units of Umbrella and will become the sole manager of Umbrella and the members of Umbrella will receive cash, Class B Units of Umbrella and an equal number of shares of Class B Common Stock (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.

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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 120. 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?

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?

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

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


	No Redemption (1)		%			25% Redemption (2)		%			50% Redemption (3)		%			75% Redemption (4)		%			Maximum Redemption (5)		%
Public Shareholders		34,500,000		24.9	%		25,875,000		19.9	%		17,250,000		14.2	%		8,625,000		7.6	%		—		0.0	%
Existing Alvarium Rollover Shareholders		27,752,580		20.0	%		27,752,580		21.3	%		27,752,580		22.8	%		27,953,467		24.7	%		28,328,248		27.2	%
PIPE Investors		16,936,715		12.2	%		16,936,715		13.0	%		16,936,715		13.9	%		16,936,715		15.0	%		16,936,715		16.2	%
Sponsor and Independent Directors (6)(7)(8)		7,342,500		5.3	%		7,342,500		5.6	%		7,342,500		6.0	%		6,692,989		5.9	%		5,481,739		5.3	%
Existing TWMH and TIG Rollover Shareholders (9)		52,290,884		37.7	%		52,290,884		40.2	%		52,290,884		43.0	%		52,739,454		46.7	%		53,575,977		51.4	%

Pro Forma Combined Company		138,822,679		100.0	%		130,197,679		100.0	%		121,572,679		100.0	%		112,947,625		100.0	%		104,322,679		100.0	%

Potential sources of dilution:
Private Warrants		8,900,000		100	%		8,900,000		100	%		8,900,000		100	%		8,900,000		100	%		8,900,000		100	%

(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 1,425,000 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 2,850,000 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 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).

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

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 CFO Expenses, (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 (A) the Indebtedness of Alvarium and its subsidiaries as of the Reference Time plus (B) the SHP Discretionary Banking Fee plus (C) the Alvarium Excess Transaction Expenses plus (D) the amount, if any, by which the Alvarium Reorganization Expenses exceed $750,000 (each expressed as a positive number) minus (ii) the sum of (x) the Cash of Alvarium and its 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 value of component (ii) set out above shall not exceed the lesser of (A) $10,000,000 or (B) the aggregate of the face values (or equivalent in the case where there is no specified face value) of the Indebtedness in component (i)).

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

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their 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 their 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 value of component (ii) set out above shall not exceed the lesser of (A) $10,000,000 or (B) the aggregate of the face values (or equivalent in the case where there is no specified face value) of the Indebtedness in component (i)).

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 its 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 its 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 value of component (ii) set out above shall not exceed the lesser of (A) $10,000,000 or (B) the aggregate of the face values (or equivalent in the case where there is no specified face value) of the Indebtedness in component (i)).

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.

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 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 Alvarium Shareholders

Earn-Out

Consideration 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 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 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

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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:	When will the Business Combination be completed?

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?

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?

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?

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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 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 $ based on the closing price of $ per Public Share on Nasdaq on , 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 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 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 $ based upon the closing price of $ per warrant on Nasdaq on , 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

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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 $ based on the last sale price of $ of our Public Warrants on Nasdaq on , 2022. As of February 11, 2022, no such working capital loans were outstanding; 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

”.

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

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 September 30, 2021, there were investments and cash held in the Trust Account of approximately $345,024,019. 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?

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?

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.

”

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

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

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.

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?

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 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?

”

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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 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.

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 September 30, 2021, 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.

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.

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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?

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?

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?

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

.”

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

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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:	Why is Cartesian Proposing the Domestication?

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.

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

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.

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

As discussed more fully under “

Material U.S. Federal Income Tax Considerations

” below, it is intended that the Domestication 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 holding only investment-type assets such as Cartesian, this result is not entirely clear. Assuming that the Domestication so qualifies, 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 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

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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?

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?

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

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.

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

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.

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

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

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

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 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.

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.

•

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,

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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.

•

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.

•

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).

•

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.

•

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.

•

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

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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.

•

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.

•

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?

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?

At any time prior to the Special Meeting, during a period when they are not then aware of any material

non-public

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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 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?

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?

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?

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

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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 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?

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

470 West Avenue

Stamford, Connecticut 06902

Shareholders may call toll free: (800)

662-5200

Banks and Brokers may call collect: (203)

658-9400

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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

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

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

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

•

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)

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

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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;

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•

earn-out-based

•

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

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$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 $ based on the last sale price of $ of our Public Warrants on Nasdaq on , 2022. As of February 11, 2022, no such working capital loans were outstanding; and

•

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.

Form 8-K to

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

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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 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.


Estimated Sources and Uses (No Redemptions, in millions)

Sources
Existing Shareholders Rollover Equity	$	800
Sponsor and Independent Directors (1)		73
Cash Held in Trust Account		345
Proceeds from PIPE		165

Total Sources	$	1,384



Uses
Equity Consideration to Existing Shareholders	$	800
Sponsor and Independent Directors (1)		73
Secondary Share Purchases		100
Cash to Balance Sheet		363
Estimated Transaction Expenses		47

Total Uses	$	1,384


Estimated Sources and Uses (Maximum Redemptions, in millions)

Sources
Existing Shareholders Rollover Equity	$	819
Sponsor and Independent Directors (2)(3)		55
Cash Held in Trust Account		—
Proceeds from PIPE		165

Total Sources	$	1,039



Uses
Equity Consideration to Existing Shareholders	$	819
Sponsor and Independent Directors (2)(3)		55
Secondary Share Purchases		100
Cash to Balance Sheet		18
Estimated Transaction Expenses		47

Total Uses	$	1,039

(1)

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 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.

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(2)

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.

(3)	Assumes that approximately 2.2 million Sponsor Shares are forfeited under the maximum redemption scenario.

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.

”

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

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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

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF CARTESIAN

The summary historical financial information of Cartesian as of September 30, 2021 and December 31, 2020 and for the nine months ended September 30, 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)	September 30, 2021			December 31, 2020
Balance Sheet Data (at period end only):
Total assets	$	345,938		$	131
Total liabilities		36,138			114
Commitments and contingencies
Class A ordinary shares subject to possible redemption		345,024			—
Total shareholders’ equity	$	(35,224	)	$	17


($ amounts in thousands)	Nine months ended September 30, 2021			For the period from December 18, 2020 (inception) through December 31, 2020
Statement of Operations Data:
Operating expenses	$	(538	)	$	(8	)
Other income (expense)		(982	)		—

Net income (loss)	$	(1,520	)	$	(8	)

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF TWMH

The summary historical consolidated financial information of TWMH as of September 30, 2021 and December 31, 2020 and for the nine months ended September 30, 2021 and 2020 and for the years ended December 31, 2020 and 2019 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)	September 30, 2021			December 31, 2020
Consolidated statements of financial condition data
Total assets	$	72,177		$	68,754
Debt obligations, net		13,337			15,043
Total liabilities		30,936			30,244
Total members’ capital	$	41,241		$	38,510

	For the Nine Months Ended September 30,
($ amounts in thousands)	2021			2020
Consolidated statements of income data
Total revenues	$	55,573		$	47,022
Total operating expenses		(49,467	)		(41,637	)
Other income (expenses)		(584	)		(845	)
Income before income taxes		5,522			4,540
Income tax expense		(478	)		(347	)

Net income	$	5,044		$	4,193


	For the Years Ended December 31,
($ amounts in thousands)	2020			2019
Consolidated statements of income data
Total revenues	$	64,389		$	59,818
Total operating expenses		(55,478	)		(52,025	)
Other income (expenses)		(1,428	)		(149	)
Income before income taxes		7,483			7,644
Income tax expense		(497	)		(411	)

Net income	$	6,986		$	7,233

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Selected Operating Metrics


	For the Nine Months Ended September 30,
($ amounts in thousands)	2021		2020
EBITDA (1)	$	7,479	$	6,246
Adjusted EBITDA (2)	$	14,356	$	7,195

	For the Years Ended December 31,
($ amounts in thousands)	2020		2019
EBITDA (1)	$	9,781	$	9,162
Adjusted EBITDA (2)	$	13,126	$	9,627

(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, and

(iii) one-time

bonuses.

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 Nine Months Ended September 30,
($ amounts in thousands)	2021		2020
Net income	$	5,044	$	4,193
Adjustments:
Interest expense, net		342		275
Income tax expense		478		347
Depreciation and amortization expense		1,615		1,431

EBITDA		7,479		6,246
Adjustments to EBITDA:
Equity settled share-based payments (a)		3,930		949
Transaction-related costs (b)		2,947		—

Adjusted EBITDA	$	14,356	$	7,195

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	For the Years Ended December 31,
($ amounts in thousands)	2020		2019
Net income	$	6,986	$	7,233
Adjustments:
Interest expense, net		384		172
Income tax expense		497		412
Depreciation and amortization expense		1,914		1,345

EBITDA		9,781		9,162
Adjustments to EBITDA:
Equity settled share-based payments (a)		1,145		465
One-time bonuses (c)		2,200		—

Adjusted EBITDA	$	13,126	$	9,627

(a)	Add-back of the non-cash vesting of restricted unit awards issued in 2015, 2019, 2020 and 2021.

(b)	Add-back of transaction-related costs, including professional fees.

(c)	Represents a one-time bonus payment made to certain members to pay their taxes to restricted unit compensation awarded.

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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 September 30, 2021 and December 31, 2020 and for the nine months ended September 30, 2021 and 2020 and for the years ended December 31, 2020 and 2019 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

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)	September 30, 2021			December 31, 2020
Consolidated statements of financial position data
Total assets	$	145,090		$	153,475
Debt obligations, net		42,391			44,580
Total liabilities		51,112			65,691
Total members’ equity	$	93,978		$	87,784

	For the Nine Months Ended September 30,
($ amounts in thousands)	2021			2020
Consolidated statements of operations data
Total revenues	$	46,828		$	30,310
Total operating expenses		(18,433	)		(15,282	)
Other income (expenses)		(2,047	)		12,505
Income before taxes		26,348			27,533
Income tax expense		(587	)		(561	)

Net income	$	25,761		$	26,972

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	For the Years Ended December 31,
($ amounts in thousands)	2020			2019
Consolidated statements of operations data
Total revenues	$	67,129		$	53,900
Total operating expenses		(29,130	)		(23,626	)
Other income (expenses)		5,307			175
Income before taxes		43,306			30,449
Income tax expense		(748	)		(1,084	)

Net income	$	42,558		$	29,365

Selected Operating Metrics


	For the Nine Months Ended September 30,
($ amounts in thousands)	2021		2020
EBITDA (1)	$	28,153	$	29,461
Adjusted EBITDA (2)		28,891		29,461
Economic EBITDA (3)		17,460		21,007

	For the Years Ended December 31,
($ amounts in thousands)	2020		2019
EBITDA (1)	$	45,834	$	32,147
Adjusted EBITDA (2)		52,147		32,108
Economic EBITDA (3)		32,148		13,346

(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, less (ii) disposal of investment and plus

(iii) one-time

accruals.

(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 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

.”

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The following tables present the reconciliation of GAAP to

non-GAAP

metrics:


	For the Nine Months Ended September 30,
($ amounts in thousands)	2021			2020
Net income	$	25,761		$	26,972
Adjustments:
Interest expense		1,681			1,795
Income tax expense		587			561
Depreciation and amortization expense		124			133

EBITDA		28,153			29,461
Adjustments to EBITDA:
Transaction expenses (a)		738			—

Adjusted EBITDA		28,891			29,461

Affiliate profit-share in TIG Arbitrage (d)		(11,431	)		(8,454	)

Economic EBITDA	$	17,460		$	21,007


	For the Years Ended December 31,
($ amounts in thousands)	2020			2019
Net income	$	42,558		$	29,365
Adjustments:
Interest expense		2,363			1,534
Income tax expense		748			1,084
Depreciation and amortization expense		165			164

EBITDA		45,834			32,147
Adjustments to EBITDA:
Disposal of investment (b)		—			(39	)
One-time accrual (c)		6,313			—

Adjusted EBITDA		52,147			32,108

Affiliate profit-share in TIG Arbitrage (d)		(19,999	)		(18,762	)

Economic EBITDA	$	32,148		$	13,346

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

(b)	Represents adjustment to a disposed investment’s revenue, net of direct costs, in order to reflect our recurring revenue.

(c)	Represents adjustment for a one-time accrual, in order to reflect our recurring performance.

(d)	Represents adjustment for an affiliate’s profit-share participation in TIG Arbitrage Fund, as the TIG Entities are not entitled to such net income.

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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 September 30, 2021 and December 31, 2020 and for the nine months ended September 30, 2021 and 2020 and for the years ended December 31, 2020 and 2019 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

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)	September 30, 2021			December 31, 2020
Consolidated statement of financial position data
Net current assets	£	17,262		£	20,692
Creditors: amounts falling due within one year		(30,401	)		(16,667	)
Creditors: amounts falling due after more than one year		(9,404	)		(9,058	)
Total capital and reserves	£	54,392		£	62,387


	For the Nine Month Ended September 30,
(£ amounts in thousands)	2021			2020
Consolidated statements of comprehensive income
Turnover	£	49,820		£	32,275
Cost of sales		(32,406	)		(25,185	)

Gross profit		17,414			7,090
Profit (loss) before taxation		3,948			(4,843	)
Income tax (benefit) / expense		(613	)		885

Profit (loss) for the financial period	£	4,561		£	(5,728	)

Profit (loss) for the financial period attributable to the owners of the parent company	£	3,820		£	(6,783	)
Profit (loss) for the financial period attributable to non-controlling interest	£	741		£	1,055

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	For the Years Ended December 31,
(£ amounts in thousands)	2020			2019
Consolidated statements of comprehensive income
Turnover	£	52,263		£	47,070
Cost of sales		(40,032	)		(33,364	)

Gross profit		12,231			13,706
Loss before taxation		(3,693	)		(3,221	)
Income tax (benefit) / expense		(315	)		511

Loss for the financial period	£	(3,378	)	£	(3,732	)

Loss for the financial period attributable to the owners of the parent company	£	(4,846	)	£	(4,693	)
Loss for the financial period attributable to non-controlling interest	£	1,468		£	961

Selected Operating Metrics


	For the Nine Months Ended September 30,
(£ amounts in thousands)	2021		2020
EBITDA (1)	£	9,930	£	291
Adjusted EBITDA (2)	£	13,353	£	1,400


	For the Years Ended December 31,
(£ amounts in thousands)	2020		2019
EBITDA (1)	£	3,145	£	3,070
Adjusted EBITDA (2)	£	3,904	£	6,226

(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 share-based payments,

(iii) COVID-19

subsidies,

(iv) one-time

bonuses and (v) other

one-time

fees and charges.

We use EBITDA and Adjusted EBITDA as

non-UK

Presentation of Certain Financial Information

.” The following tables present the reconciliation of UK GAAP to

non-UK

GAAP metrics:


	Nine Months Ended September 30,
£‘000	2021			2020
Profit (loss) for the financial period	£	4,561		£	(5,728	)
Interest expense, net		1,293			374
Income tax (benefit) / expense		(613	)		885
Depreciation and amortization expense		4,689			4,760

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	Nine Months Ended September 30,
£‘000	2021		2020
EBITDA		9,930		291
Adjustments to EBITDA:
Joint ventures – EBITDA adjustments (i)	£	1,250	£	933
Associates – EBITDA adjustments (ii)		59		64
Equity settled share-based payments (a)		1		5
Other one-time fees and charges (d)		2,113		107

EBITDA Adjustments		3,423		1,109

Adjusted EBITDA	£	13,353	£	1,400

(i)	Joint venture – EBITDA reconciliation


	Nine Months Ended September 30,
£‘000	2021		2020
Share of profit of joint ventures*	£	1,663	£	882

Adjustments:
Share of interest expense, net		304		237
Share of amortization / depreciation expense		465		215
Amortization on consolidation		481		481

Total EBITDA Adjustments		1,250		933

Group share of Adjusted EBITDA	£	2,913	£	1,815

(ii)	Associates – EBITDA reconciliation


	Nine Months Ended September 30,
	2021		2020
Share of profit of associates*	£	532	£	283

Adjustments:
Share of interest expense, net		—		—
Share of amortization / depreciation expense		8		8
Amortization on consolidation		51		56

Total EBITDA Adjustments		59		64

Group share of Adjusted EBITDA	£	591	£	347


	Year Ended December 31,
£‘000	2020			2019
Loss for the financial period	£	(3,378	)	£	(3,732	)
Interest expense, net		481			671
Income tax (benefit) / expense		(315	)		511
Depreciation and amortization expense		6,357			5,620

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	Year Ended December 31,
£‘000	2020			2019
EBITDA		3,145			3,070
Adjustments to EBITDA:
Joint ventures – EBITDA adjustments (i)	£	1,284		£	1,110
Associates – EBITDA adjustments (ii)		87			38
Equity settled share-based payments (a)		7			9
COVID-19 subsidies (b)		(760	)		—
One-time bonuses (c)		—			1,663
Other one-time fees and charges (d)		141			336

EBITDA Adjustments		759			3,156

Adjusted EBITDA	£	3,904		£	6,226

(i)	Joint venture – EBITDA reconciliation


	Year Ended December 31,
£‘000	2020		2019
Share of profit of joint ventures*	£	1,925	£	664

Adjustments:
Share of interest expense, net		364		203
Share of amortization / depreciation expense		278		265
Amortization on consolidation		642		642

Total EBITDA Adjustments		1,284		1,110

Group share of Adjusted EBITDA	£	3,209	£	1,774

(ii)	Associates – EBITDA reconciliation


	Year Ended December 31,
	2020		2019
Share of profit of associates*	£	459	£	934

Adjustments:
Share of interest expense, net		—		(16	)
Share of amortization / depreciation expense		13		5
Amortization on consolidation		74		49

Total EBITDA Adjustments		87		38

Group share of Adjusted EBITDA	£	546	£	972

*Share of profit of associates and of joint ventures was not included in the EBITDA reconciliation, since these amounts were already part of “Loss for the financial year attributable to the owners of the parent company”.

(a)	Represents non-cash equity-based compensation of the Company to its employees.

(b)	Represents COVID-19 subsidies received from UK, USA, Hong Kong and Singaporean governments.

(c)	Represents exceptional one-time bonuses paid to partners and staff in lieu of amounts anticipated under employee share scheme, which had not been finalized prior to year-end.

(d)	Represents other one-time fees and charges that management believes are not representative of the operating performance, which includes costs incurred in negotiating surrender and new lease in London office, professional fees related to this Transaction.

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER

SHARE FINANCIAL INFORMATION

The following table sets forth selected historical comparative per share information for Cartesian, TWMH, the TIG Entities and Alvarium and unaudited pro forma condensed consolidated combined per share ownership information after giving effect to the Business Combination, assuming two redemption scenarios as follows:

•

Assuming No Redemptions:

This scenario assumes that no Cartesian shareholders exercise Redemption Rights with respect to their public shares for a pro rata portion of the Trust Account.

•

Assuming Maximum Redemption:

This scenario assumes that all 34,500,000 Class A ordinary shares of Cartesian are redeemed for an aggregate redemption payment of approximately $345,000,000, plus interest from the Trust Account.

The pro forma book value per share reflects the Business Combination as if it had occurred on September 30, 2021. The net income (loss) per share information reflects the Business Combination as if it had occurred at the beginning of the period, or in the case of Cartesian, on December 18, 2020. The pro forma estimated aggregate number of issued and outstanding shares of common stock (and shares of each class of common stock) for purposes of this proxy statement/prospectus have been determined assuming there are no upward and/or downward adjustments to the TWMH, the TIG Entities or Alvarium’s Cash Consideration (other than to the extent related to any exercise of redemption rights by Public Shareholders) and, accordingly, that there are no increases to the equity consideration payable to the TWMH, the TIG Entities or Alvarium equity holders (other than to the extent related to any exercise of redemption rights by Public Shareholders). The upward and/or downward adjustments to the TWMH, the TIG Entities and Alvarium Cash Consideration, respectively, may result in differences in the number of issued and outstanding shares of common stock as of the Closing.

The historical information should be read in conjunction with the sections entitled “

Summary Historical Financial Information of Cartesian

”, “

Summary Historical Consolidated Financial Information of TWMH

”, “

Summary Historical Consolidated Financial Information of the TIG Entities

” and “

Summary Historical Consolidated Financial Information of Alvarium

” and the historical consolidated and combined financial statements of Cartesian, TWMH, the TIG Entities and Alvarium and the related notes thereto included in this proxy statement/prospectus. The unaudited pro forma condensed consolidated combined per share data are presented for illustrative purposes only and are not necessarily indicative of actual or future financial position or results of operations that would have been realized if the Business Combination had been completed as of the date indicated or will be realized upon the completion of the Business Combination. The historical information contained in the following table as of and for the nine months ended September 30, 2021 should be read in conjunction with Cartesian, TWMH, the TIG Entities and Alvarium’s consolidated and combined financial statements as of and for the nine months ended September 30, 2021, and TWMH, the TIG Entities and Alvarium’s consolidated and combined financial statements for the year ended December 31, 2020, with Cartesian’s condensed consolidated financial statements as of and for the period from December 18, 2020 through December 31, 2020, and the related notes included elsewhere herein.

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The unaudited pro forma condensed combined (loss) per share has been prepared assuming two alternative levels of redemption by the Company’s Public Shareholders of shares of shares of Class A Stock for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account for the nine months ended September 30, 2021 and year ended December 31, 2020:


	Assuming No Redemptions					Assuming Maximum Redemptions
	For the nine months ended September 30, 2021		For the year ended December 31, 2020			For the nine months ended September 30, 2021		For the year ended December 31, 2020
(in thousands, except share-related amounts)
Basic and diluted net income per Class A Share:

Numerator
Net income	$	25,312	$	(5,893	)	$	25,312	$	(5,893	)
Less: income attributable to noncontrolling interests		10,474		(1,218	)		14,067		(2,242	)

Net income (loss) attributable to holders of Class A Common Stock	$	14,838	$	(4,675	)	$	11,245	$	(3,651	)

Denominator
Weighted average shares of Class A Common Stock outstanding		86,531,815		86,531,815			50,746,722		50,746,722

Basic and diluted net income (loss) per share	$	0.17	$	(0.05	)	$	0.22	$	(0.07	)

The following tables sets forth:

•

Historical per share information of Cartesian as of September 30, 2021;

•

Unaudited pro forma combined per share information of Alvarium Tiedemann as of September 30, 2021, after giving effect to the Business Combination, assuming two redemption scenarios as follows:

•

Scenario 1 — Assuming No Redemptions: This presentation assumes that no Public Stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the funds held in the Trust Account.

•

Scenario 2 — Assuming Maximum Redemptions: This presentation reflects the percentage of redeemable shares that can be redeemed using only cash available on the pro forma condensed combined balance sheets as of the date of this filing. It does not consider cash flow available from operations between this filing and the Closing.

The pro forma book value per share information reflects the Business Combination as if it had occurred on September 30, 2021.


	Historical (2)			Pro Forma Combined
	Cartesian as of September 30, 2021			Assuming No Redemptions		Assuming Maximum Redemptions
Book Value Per Share (1)	$	(4.08	)	$	15.59	$	19.78

(1)	Book value per share = total equity/shares outstanding. For the pro forma combined book value per share, total equity is derived using 86.5 million shares in the No Redemptions scenario and 50.7 million shares in the Maximum Redemptions scenario.

(2)	Prior to the Business Combination, Alvarium Tiedemann’s historical equity structure was not unitized, and therefore the calculation of book value per share is not a useful metric.

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TICKER SYMBOLS AND DIVIDEND INFORMATION

Cartesian

Units, Ordinary Shares and Warrants

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.” We intend to continue the listing of our Class A Common Stock and warrants on Nasdaq under the symbols “GLBL” and “GLBLW”, respectively upon the Closing.

Holders

As of , 2022, there were holders of record of our units, holders of record of our Class A ordinary shares and holders of record of our warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Class A ordinary shares and warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

Cartesian has not paid any cash dividends on its ordinary shares to date and does not intend to pay any cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the Company’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to a Business Combination will be within the discretion of the Board at such time.

TWMH

There is no public market for TWMH’s equity securities.

The TIG Entities

There is no public market for The TIG Entities’ equity securities.

Alvarium

There is no public market for Alvarium’s equity securities.

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SUMMARY RISK FACTORS

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “

Risk Factors

” beginning on page 64. Such risks include, but are not limited to, the following risks with respect to the Company subsequent to the Business Combination (for the purposes of this section, “we,” “us” and “our” refers to the Company subsequent to the Business Combination.):

•

Cartesian’s shareholders will experience dilution due to the issuance of ordinary shares of the Company, and securities that are exchangeable for ordinary shares of the Company, to the Target Companies’ security holders as consideration in the Business Combination, the issuance of shares to the PIPE Investors in the Private Placements and the issuance to the Target Companies’ security holders of securities entitling them to a significant voting stake in the Company.

•

The ability of Cartesian’s shareholders to exercise Redemption Rights with respect to Cartesian’s Public Shares may prevent Cartesian from completing the Business Combination or optimizing its capital structure.

•

Cartesian has not obtained an opinion from an independent investment banking firm or another independent firm, and consequently, you may have no assurance from an independent source that the terms of the Business Combination are fair to Cartesian from a financial point of view.

•

The Sponsor or Cartesian’s directors, executive officers or advisors or their respective affiliates may elect to purchase shares from Public Shareholders, which may influence the vote on the Business Combination and reduce the public “float” of the Class A ordinary shares.

•

Cartesian’s Sponsor, executive officers and directors have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.

•

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.

•

Public Shareholders who redeem their Class A ordinary shares may continue to hold any Public Warrants they own, which results in additional dilution to

non-redeeming

holders upon exercise of the Public Warrants.

•

There are risks to our shareholders who are not affiliates of the Sponsor of becoming stockholders of the Company through the Business Combination rather than acquiring securities of the Target Companies directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

•

Deferred underwriting fees in connection with the IPO and payable at the consummation of the Business Combination will not be adjusted to account for redemptions by Public Shareholders; if Public Shareholders exercise their Redemption Rights, the amount of effective total underwriting commissions as a percentage of the aggregate proceeds from the IPO will increase.

•

Public Shareholders who do not redeem their Class A ordinary shares will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

•

Nasdaq may delist the Company’s securities from trading on its exchange, which could limit investors’ ability to make transactions in the Company’s securities and subject the Company to additional trading restrictions.

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•

The unaudited pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” may not be representative of the Company’s results if the Business Combination is completed.

•

If the conditions to the Business Combination Agreement are not met, the Business Combination may not occur.

•

Cartesian’s officers and directors and/or their affiliates may enter into agreements concerning Cartesian’s securities prior to the Special Meeting, which may have the effect of increasing the likelihood of completion of the Business Combination or decreasing the value of the Cartesian Shares.

•

The Company’s business and operations could be negatively affected if it becomes subject to any securities litigation or shareholder activism, which could cause the Company to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

•

Future resales of shares after the consummation of the Business Combination may cause the market price of the Company’s securities to drop significantly, even if the Company’s business is doing well.

•

If we are unable to compete effectively, our business and financial condition could be adversely affected.

•

We may be materially adversely affected by the

COVID-19

pandemic.

•

Changes in market and economic conditions (including as a result of the ongoing

COVID-19

pandemic) could lower the value of assets on which we earn revenue and could decrease the demand for our investment solutions and services.

•

Certain policies and procedures implemented to mitigate potential conflicts of interest and address certain regulatory requirements may reduce the synergies that may otherwise exist across our various businesses.

•

Failure to properly disclose conflicts of interest could harm our reputation, results of operations, financial condition or business.

•

Conflicts of interest may arise in our allocation of

co-investment

opportunities.

•

Conflicts of interest may arise in our allocation of costs and expenses and increased regulatory scrutiny and uncertainty with regard to expense allocation may increase the risk of harm.

•

We are subject to extensive government regulation, and our failure or inability to comply with these regulations or regulatory action against it could adversely affect our results of operations, financial condition or business.

•

We may expand our business and may enter into new lines of business or geographic markets, which may result in additional risks and uncertainties and place significant demands on our administrative, operational and financial resources. There can be no assurance that we will be able to successfully manage this growth.

•

We may be subject to increasing scrutiny from our clients with respect to the societal and environmental impact of investments we make, which may adversely impact our ability to retain clients or to grow our client base and assets under management or assets under advisement, and also may cause us to more likely invest client capital based on societal and environmental factors instead of investing client capital in the investment opportunities with the highest return potential for a particular level of risk.

•

We are exposed to data and cybersecurity risks that could result in data breaches, service interruptions, harm to our reputation, protracted and costly litigation or significant liability.

•

If we are not able to satisfy data protection, security, privacy and other government- and industry-specific requirements or regulations, our results of operations, financial condition or business could be harmed.

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•

We may be unable to remain in compliance with the financial or other covenants contained in our debt instruments. Any breach of our credit facilities could have a material adverse effect on our business and financial condition.

•

Confidentiality agreements with employees, consultants, and others may not adequately prevent disclosure of trade secrets and other proprietary information.

•

The success of our business depends on the identification and availability of suitable investment opportunities for our clients.

•

The due diligence process that we undertake in connection with investments may not reveal all facts that may be relevant in connection with an investment.

•

Dependence on leverage by certain funds, underlying investment funds and portfolio companies subjects us to volatility and contractions in the debt financing markets and could adversely affect the ability of our funds to achieve attractive rates of return on their investments.

•

Defaults by third-party investors could adversely affect that fund’s operations and performance.

•

Our failure to comply with investment guidelines of our clients could result in damage awards against us or a reduction in AUM, either of which would cause our earnings to decline and adversely affect our business.

•

We may not have control over the

day-to-day

operations of many of the funds included in our investments or and we do not have control over the business of our Affiliated Managers.

•

Our controls and procedures may fail or be circumvented, our risk management policies and procedures may be inadequate and operational risks could adversely affect our reputation and financial condition.

•

Our investment advisory contracts may be terminated or may not be renewed by investors or fund boards on favorable terms and the liquidation of certain funds may be accelerated at the option of investors.

•

We rely on our management team to grow our business, and the loss of key management members, or an inability to hire key personnel, could harm our business.

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RISK FACTORS

You should carefully consider all the following risk factors, together with all of the other information in this proxy statement/prospectus, including the financial information, before deciding how to vote or instruct your vote to be cast to approve the Proposals described in this proxy statement/prospectus.

The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, the Company’s business, financial condition and results of operations. If any of the events described below occur, the Company’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of the Company’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of Cartesian and the Target Companies.

Throughout this section, references to the “Company” refer to the Company and its consolidated subsidiaries subsequent to the Business Combination as the context so requires.

Risks Related to the Business Combination

Based on the Target Companies’ and Cartesian’s current capitalization, we anticipate issuing to the Target Companies’ holders an aggregate of 93,550,000 shares of Common Stock pursuant to the Business Combination Agreement and it is currently expected that Cartesian’s current shareholders would hold in the aggregate approximately 24.9% of the outstanding ordinary shares of the Company (in each case, assuming no redemptions of Public Shares and the issuance of the maximum amount of shares comprising the Aggregate

Earn-Out

Consideration),. If any of the Public Shares are redeemed in connection with the Business Combination, the percentage of the outstanding ordinary shares held by the Public Shareholders will decrease and the percentages of the outstanding ordinary shares held immediately following the Business Combination by the Sponsor and outstanding ordinary shares issuable to the Target Companies’ shareholders will increase. To the extent that any of the outstanding warrants are exercised for ordinary shares, or additional awards are issued under the Equity Incentive Plan, Cartesian’s existing shareholders may experience substantial dilution. Such dilution could, among other things, limit the ability of Cartesian’s current shareholders to influence the Company’s management through the election of directors following the Business Combination.

Cartesian does not know how many shareholders will ultimately exercise their Redemption Rights in connection with the Business Combination. As such, the Business Combination is structured based on Cartesian’s expectations (and those of the other parties to the Business Combination Agreement) as to the number of shares that will be submitted for Redemption. If a larger number of shares are submitted for Redemption than Cartesian initially expected, Cartesian may need to seek to arrange for additional third-party financing to be able to have the minimum amount of cash required pursuant to the Business Combination Agreement.

Even if such third-party financing is available, Cartesian’s ability to obtain such financing is subject to restrictions set forth in the Business Combination Agreement, including the consent of the Target Companies, as

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described in the sections of this proxy statement/prospectus entitled “

Proposal No. 1.–The Business Combination Proposal — The Business Combination Agreement — Covenants Relating to the Conduct of Business; Interim Operations Pending the Closing

” and “

Proposal No. 1.–The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination Agreement.

”

Any additional equity financing may be dilutive to Cartesian’s shareholders. Please see the section of this proxy statement/prospectus entitled “

Risk Factors — Risks Related to Cartesian.

”

Subsequent to the completion of the Business Combination, the Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

Cartesian cannot assure you that the due diligence Cartesian has conducted on the Target Companies will reveal all material issues that may be present with regard to the Target Companies, or that factors outside of Cartesian’s or the Target Companies’ control will not later arise. As a result of unidentified issues or factors outside of Cartesian’s or the Target Companies’ control, the Company may be forced to later write-down or

write-off assets,

restructure operations, or incur impairment or other charges that could result in reporting losses. Even if Cartesian’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with the preliminary risk analysis conducted by Cartesian. Even though these charges may be

non-cash items

that would not have an immediate impact on the Company’s liquidity, the reporting of charges of this nature could contribute to negative market perceptions about the Company or its securities. In addition, charges of this nature may cause the Company to violate leverage or other covenants to which it may be subject. Accordingly, shareholders of the Company following the Business Combination could suffer a reduction in the value of their shares from any such write-down or

write-offs.

The Company’s prospects following the Business Combination will depend upon the efforts of the Company Board and the Target Companies’ key personnel and the loss of such persons could negatively impact the operations and profitability of the Company’s business following the Business Combination.

The Company’s prospects following the Business Combination will be dependent upon the efforts of the Company Board and key personnel. Cartesian cannot assure you that, following the Business Combination, the Company Board and the Company’s key personnel will be effective or successful or remain with the Company. In addition to the other challenges they will face, such individuals lack experience serving as directors or executive officers of public companies. Such lack of experience could cause the Company’s management to expend time and resources becoming familiar with such requirements.

The Company will be a holding company and its only material asset after completion of the Business Combination will be its interest in its subsidiaries, and it is accordingly dependent upon distributions made by its subsidiaries to pay taxes, make payments under the Tax Receivable Agreement and pay dividends.

Upon completion of the Business Combination, the Company will be a holding company with no material assets other than the equity interests in its direct and indirect subsidiaries, including Umbrella. As a result, the Company will have no independent means of generating revenue or cash flow. The Company’s ability to pay taxes, make payments under the Tax Receivable Agreement and pay dividends will depend on the financial results and cash flows of its subsidiaries and the distributions it receives from the its subsidiaries. Deterioration in the financial condition, earnings or cash flow of such subsidiaries for any reason could limit or impair such subsidiaries’ ability to pay such distributions. Additionally, to the extent that the Company needs funds and its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or its subsidiaries are otherwise unable to provide such funds, it could materially adversely affect the Company’s liquidity and financial condition.

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Subject to the discussion herein, Umbrella will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of Umbrella common units. Accordingly, the Company will be required to pay income taxes on its allocable share of any net taxable income of Umbrella. Under the terms of the Umbrella LLC Agreement, Umbrella is obligated to make tax distributions to holders of Umbrella common units (including the Company) calculated at certain assumed tax rates. In addition to tax expenses, the Company will also incur expenses related to its operations, including its payment obligations under the Tax Receivable Agreement, which could be significant, and some of which will be reimbursed by Umbrella (excluding payment obligations under the Tax Receivable Agreement). The Company intends to cause Umbrella to make ordinary distributions and tax distributions to holders of Umbrella common units on a pro rata basis in amounts sufficient to cover all applicable taxes, relevant operating expenses, payments by the Company under the Tax Receivable Agreement and dividends, if any, declared by the Company. However, as discussed above, Umbrella’s ability to make such distributions may be subject to various limitations and restrictions including, but not limited to, retention of amounts necessary to satisfy the obligations of Umbrella and restrictions on distributions that would violate any applicable restrictions contained in Umbrella’s debt agreements, or any applicable law, or that would have the effect of rendering Umbrella insolvent. Any restrictions on the ability of Umbrella’s subsidiaries to make dividends or distributions to Umbrella would also reduce the cash available to Umbrella to make distributions. To the extent that the Company is unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid.

Dividends on the Company’s shares, if any, will be paid at the discretion of the Company Board, which will consider, among other things, the Company’s business, operating results, financial condition, current and expected cash needs, plans for expansion and any legal or contractual limitations on its ability to pay such dividends. Financing arrangements may include restrictive covenants that restrict the Company’s ability to pay dividends or make other distributions to its shareholders. In addition, entities are generally prohibited under relevant law from making a distribution to a shareholder to the extent that, at the time of the distribution, after giving effect to the distribution, the liabilities of such entity (subject to certain exceptions) exceed the fair value of its assets. If the Company’s subsidiaries do not have sufficient funds to make distributions, the Company’s ability to declare and pay cash dividends may also be restricted or impaired.

If Umbrella was treated as a corporation for U.S. federal income tax or state tax purposes, then the amount available for distribution by it could be substantially reduced and the value of the Company’s shares could be adversely affected.

An entity that would otherwise be classified as a partnership for U.S. federal income tax purposes (such as Umbrella) may nonetheless be treated as, and taxable as, a corporation if it is a “publicly traded partnership” unless an exception to such treatment applies. An entity that would otherwise be classified as a partnership for U.S. federal income tax purposes will be treated as a “publicly traded partnership” if interests in such entity are traded on an established securities market or interests in such entity are readily tradable on a secondary market or the substantial equivalent thereof. If Umbrella was determined to be treated as a “publicly traded partnership” (and taxable as a corporation) for U.S. federal income tax purposes, it would be taxable on its income at the U.S. federal income tax rates applicable to corporations and distributions by it to its members (including the Company) could be taxable as dividends to such members to the extent of the earnings and profits of Umbrella. In addition, we would no longer have the benefit of increases in the tax basis of Umbrella’s assets as a result of exchanges of Umbrella common units. Pursuant to the Umbrella LLC Agreement, certain holders of Umbrella common units may, from time to time, subject to the terms of the Umbrella LLC Agreement, have their Umbrella common units redeemed by Umbrella for cash or Class A Common Stock. Such redemptions could be treated as trading in the interests of the Umbrella for purposes of testing “publicly traded partnership” status. While the Umbrella LLC Agreement contains restrictions on such redemptions that are intended to prevent Umbrella from being treated as a “publicly traded partnership” for U.S. federal income tax purposes by complying with certain

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safe harbors provided for under applicable U.S. federal income tax law, such position is not free from doubt and, if such provisions are not effective, Umbrella may be treated as a “publicly traded partnership” taxable as a corporation for U.S. federal income tax purposes.

Pursuant to the Tax Receivable Agreement, the Company will be required to make payments to certain holders of Umbrella common units for certain tax benefits the Company may claim and those payments may be substantial.

Certain holders of Umbrella common units (i) will be deemed to have sold a portion of their Umbrella common units at the time of the Business Combination, and (ii) may in the future redeem their Umbrella common units for shares of the Company or cash pursuant to the Umbrella LLC Agreement, subject to certain conditions and transfer restrictions as set forth therein (each such redemption, a “Unit Exchange”). Such transactions are expected to result in increases in the Company’s allocable share of the tax basis of the tangible and intangible assets of Umbrella. These increases in tax basis may increase (for U.S. federal and state income tax purposes) depreciation and amortization deductions and therefore reduce the amount of income tax that the Company would otherwise be required to pay in the future had such Unit Exchanges never occurred.

In connection with the Business Combination, the Company will enter into the Tax Receivable Agreement, which generally provides for the payment by it of 85% of certain tax benefits, if any, that the Company realizes as a result of these increases in tax basis. Those payments are the obligation of the Company and not Umbrella. The actual increase in the Company’s allocable share of Umbrella’s tax basis in its assets, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of Unit Exchanges, the market price of the Company’s shares at the time of the Unit Exchanges, the extent to which such Unit Exchanges are taxable and the amount and timing of the recognition of the Company’s income. While many of the factors that will determine the amount of payments that the Company will make under the Tax Receivable Agreement are outside of its control, the Company expects that the payments it will make under the Tax Receivable Agreement will be substantial and could have a material adverse effect on the Company’s financial condition. Any payments made by the Company under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to its shareholders. To the extent that the Company is unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid. Furthermore, the Company’s future obligation to make payments under the Tax Receivable Agreement could make the Company a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be realized under the Tax Receivable Agreement. See the section of this proxy statement/prospectus entitled “

Proposal No. 1.–The Business Combination Proposal

–

The Business Combination Agreement —

Ancillary

Agreements — Tax Receivable Agreement

.”

In certain cases, payments under the Tax Receivable Agreement may be accelerated or exceed the actual tax benefits realized by the Company.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that the Company determines, and the U.S. Internal Revenue Service (the “IRS”) or another taxing authority may challenge all or any part of the tax basis increases, as well as other tax positions that the Company takes, and a court may sustain such a challenge. In the event that any tax benefits initially claimed by the Company are disallowed, the recipients of the payments under the Tax Receivable Agreement will not be required to reimburse the Company for any excess payments that may previously have been made under the Tax Receivable Agreement, for example, due to adjustments resulting from examinations by taxing authorities. As a result, in certain circumstances the Company could make payments under the Tax Receivable Agreement in excess of the Company’s actual income or franchise tax savings, which could materially impair the Company’s financial condition.

Moreover, the Tax Receivable Agreement provides that, in certain events, including a change of control or the Company’s exercise of early termination rights, the Company’s obligations under the Tax Receivable

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Agreement will accelerate and the Company will be required to make a

lump-sum

cash payment to the parties to the Tax Receivable Agreement equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement, which

lump-sum

payment would be based on certain assumptions, including those relating to the Company’s future taxable income. The

lump-sum

payment could be substantial and could exceed the actual tax benefits that the Company realizes subsequent to such payment because such payment would be calculated assuming, among other things, that the Company would have certain tax benefits available to it and that the Company would be able to use the potential tax benefits in future years.

There may be a material negative effect on the Company’s liquidity if the payments required to be made by the Company under the Tax Receivable Agreement exceed the actual income or franchise tax savings that the Company realizes. Furthermore, the Company’s obligations to make payments under the Tax Receivable Agreement could also have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.

Umbrella may directly or indirectly make distributions of cash to us substantially in excess of the amounts we use to make distributions to our stockholders and pay our expenses (including our taxes and payments under the Tax Receivable Agreement). To the extent we do not distribute such excess cash to our shareholders, the direct or indirect holders of Umbrella common units would benefit from any value attributable to such cash as a result of their ownership of our stock upon a Unit Exchange.

Following the Business Combination, we will directly or indirectly receive a pro rata portion of any distributions made by Umbrella. Any cash received from such distributions will first be used to satisfy any tax liability and then to make any payments required to be made under the Tax Receivable Agreement. Subject to having available cash and subject to limitations imposed by applicable law and contractual restrictions, the Umbrella LLC Agreement requires Umbrella to make certain distributions to holders of Umbrella common units (including the Company) pro rata to facilitate the payment of taxes with respect to the income of Umbrella that is allocated to them. To the extent that the tax distributions we directly or indirectly receive exceed the amounts we actually require to pay taxes, Tax Receivable Agreement payments and other expenses (which is likely to be the case given that the assumed tax rate for such distributions will generally exceed our effective tax rate), we will not be required to distribute such excess cash. Our Board may, in its sole discretion, choose to use such excess cash for certain purposes, including to make distributions to the holders of our stock. Unless and until our Board chooses, in its sole discretion, to declare a distribution, we will have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders.

No adjustments to the exchange ratio of Umbrella common units for our shares pursuant to a Unit Exchange will be made as a result of either (i) any cash distribution by us or (ii) any cash that we retain and do not distribute to our stockholders. To the extent we do not distribute such cash as dividends and instead, for example, hold such cash balances or use such cash for certain other purposes, this may result in shares of our stock increasing in value relative to the Umbrella common units. The holders of Umbrella common units may benefit from any value attributable to such cash balances if they acquire shares of our stock in an exchange of Umbrella common units.

The Domestication may result in adverse tax consequences for holders of Cartesian ordinary shares and warrants, including Public Shareholders exercising Redemption Rights.

U.S. holders (as defined in “

Material U.S. Federal Income Tax Considerations

— U.S. Holders

” below) may be subject to U.S. federal income tax as a result of the Domestication. It is intended that the Domestication qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code for U.S. federal income tax purposes. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation holding only investment-type assets such as Cartesian, this result is not entirely clear.

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Assuming the Domestication qualifies as a reorganization under Section 368(a)(1)(F) of the Code, U.S. holders 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 on the date 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 pursuant to the Domestication;

•

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 on the date 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) with respect to the Domestication, as if such U.S. holder exchanged its Cartesian ordinary shares for Company common stock in a taxable transaction. As an alternative to recognizing gain, such U.S. holders may file an election to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulation

Section 1.367(b)-2(d))

attributable to their 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 Domestication; and

•

a U.S. holder of Cartesian ordinary shares who on the date of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of Cartesian ordinary shares entitled to vote or 10% or more of the total value of all classes of Cartesian ordinary shares will generally be required to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulation

Section 1.367(b)-2(d))

attributable to its Cartesian ordinary shares. Any such U.S. holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. Cartesian does not expect that Cartesian’s cumulative earnings and profits will be material at the time of the Domestication.

Furthermore, if the Domestication qualifies as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. holder of Cartesian ordinary shares or warrants may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Cartesian ordinary shares or warrants for Company common stock or warrants under the PFIC rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging Cartesian warrants for Company warrants) must recognize gain equal to the excess, if any, of the fair market value of the Company common stock or warrants received in the Domestication and the U.S. holder’s adjusted tax basis in the corresponding Cartesian ordinary shares or warrants surrendered in exchange therefor, notwithstanding any other provision of the Code. Because Cartesian is a blank check company with no current active business, we believe that it is likely that Cartesian is classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. holder of Cartesian ordinary shares or warrants to recognize gain on the exchange of such shares or warrants for Company common stock or warrants, unless such U.S. holder has made certain tax elections with respect to such U.S. holder’s Cartesian ordinary shares. A U.S. holder cannot currently make the aforementioned elections with respect to such U.S. holder’s Cartesian warrants. Any such gain would be taxed as ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. holder on the undistributed earnings, if any, of Cartesian. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted.

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 withholding taxes on any dividends paid in respect of such

non-U.S.

holder’s Company common stock after the Domestication.

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Furthermore, 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 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 advisors 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 consequences of the Domestication, see the discussion in the section entitled “

Material U.S. Federal Income Tax Considerations.

”

We may have been a PFIC, which could result in adverse United States federal income tax consequences to U.S. investors.

Because Cartesian is a blank check company with no current active operating business, we believe that it is likely that Cartesian is classified as a PFIC for U.S. federal income tax purposes. If we have been a PFIC for any taxable year (or portion thereof) that is included in the holding period of a beneficial owner of Cartesian ordinary shares or warrants that is a U.S. holder (as that term is defined in the section entitled “

Material U.S. Federal Income Tax Considerations — U.S. Holders

”), such U.S. holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements, including as a result of the Domestication. Our PFIC status for any taxable year will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year we will endeavor to provide to a U.S. holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to Cartesian warrants in all cases. The PFIC rules are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisors regarding the application and effect of the PFIC rules, including as a result 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 consequences of the Domestication, see the discussion in the section entitled “

Material U.S. Federal Income Tax Considerations.

”

The Board did not seek to obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Cartesian is not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from another independent firm that the price it is paying is fair to Cartesian from a financial point of view. In analyzing the Business Combination, the Board and Cartesian’s management conducted due diligence on the Target Companies and researched the industry in which the Target Companies operate and concluded that the Business Combination was in the best interest of its shareholders. Accordingly, Cartesian’s shareholders will be relying solely on the judgment of the Board in determining the value of the Business Combination, and the Board may not have properly valued such business. The lack of third-party valuation or fairness opinion may also lead an increased number of shareholders to vote against the Business Combination or demand Redemption of their shares, which could potentially impact our ability to consummate the Business Combination. For more information about our decision-making process, see the section entitled “

Proposal No. 1.–The Business Combination Proposal

— The Business Combination Agreement —

Board

’

s Reasons for the Approval of the Business Combination

.”

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The Sponsor or Cartesian’s directors, executive officers or advisors or their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Cartesian’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event that the Sponsor or Cartesian’s directors, executive officers or advisors or their respective affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their Redemption Rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination, where it appears that such requirement would otherwise not be met. This may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our Class A ordinary shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of Cartesian’s securities on a national securities exchange.

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;

•

earn-out-based

•

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•

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;

•

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.

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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 $345,024,019 as of September 30, 2021, 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 $345,024,019 (which is the amount we held in our trust account as of September 30, 2021), (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	$	345,024,019
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 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

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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.

Public Shareholders who redeem their Class A ordinary shares may continue to hold any Public Warrants they own, which results in additional dilution to

non-redeeming

holders upon exercise of the Public Warrants.

Public Shareholders who redeem their common shares may continue to hold any Public Warrants they owned prior to redemption, which results in additional dilution to

non-redeeming

holders upon exercise of such Public Warrants. Assuming (i) all redeeming Public Shareholders acquired units in the IPO and continue to hold the Public Warrants that were included in the units, and (ii) maximum redemption of the common shares held by the redeeming Public Shareholders, 11,500,000 Public Warrants would be retained by redeeming Public Shareholders with a value of $ , based on the market price of $ of the Public Warrants as of , 2021. As a result, the redeeming Public Shareholders would recoup their entire investment and continue to hold Public Warrants with an aggregate market value of $ , while

non-redeeming

Public Shareholders would suffer additional dilution in their percentage ownership and voting interest of the Company upon exercise of the Public Warrants held by redeeming Public Shareholders.

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of securities in connection therewith, investors will not receive the benefit of any outside independent review of Cartesian’s or the Target Companies’ respective finances and operations. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (FINRA) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Business Combination, our shareholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering.

In addition, the Sponsor and certain of Cartesian’s executive officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of our shareholders generally. Such interests may have influenced Cartesian’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. See “—

“—

The nominal purchase price paid by the Sponsor for the Founder Shares may significantly dilute the implied value of the Public Shares in the event Cartesian completes the Business Combination. In addition, the value of the Sponsor’s Founder Shares will be significantly greater than the amount the Sponsor paid to purchase such shares in the event Cartesian completes the Business Combination, even if the Business Combination causes the trading price of the Company’s common stock to materially decline.

”

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The underwriters in our IPO are entitled to deferred underwriting commissions totaling $12,075,000 upon the consummation of the Business Combination, such amounts being held in our trust account until the consummation of the Business Combination. Such amounts will not be adjusted to account for redemptions of Public Shares by our Public Shareholders. Accordingly, the amount of effective total underwriting commissions as a percentage of the aggregate proceeds from the IPO will increase as the number of Public Shares redeemed increases. If no Public Shareholders of Cartesian exercise Redemption Rights with respect to their Public Shares, the amount of effective total underwriting commissions due to the underwriters upon the consummation of the Business Combination will represent 3.50% of the aggregate proceeds from the IPO retained by Cartesian taking into account such redemptions. If Public Shareholders of Cartesian exercise Redemption Rights with respect to 25% of the outstanding Public Shares, the amount of effective total underwriting commissions due to the underwriters upon the consummation of the Business Combination will represent 4.67% of the aggregate proceeds from the IPO retained by Cartesian taking into account such redemptions. If Public Shareholders of Cartesian exercise Redemption Rights with respect to 50% of the outstanding Public Shares, the amount of effective total underwriting commissions due to the underwriters upon the consummation of the Business Combination will represent 7.00% of the aggregate proceeds from the IPO retained by Cartesian taking into account such redemptions. If Public Shareholders of Cartesian exercise Redemption Rights with respect to 75% of the outstanding Public Shares, the amount of effective total underwriting commissions due to the underwriters upon the consummation of the Business Combination will represent 14.0% of the aggregate proceeds from the IPO retained by Cartesian taking into account such redemptions.

Public Shareholders who do not redeem their Class A ordinary shares will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

Upon the issuance of common stock in connection with the Business Combination, the percentage ownership of Public Shareholders who do not redeem their common shares will be diluted. The percentage of the Company’s common stock that will be owned by Public Shareholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination. To illustrate the potential ownership percentages of Public Shareholders under different redemption levels, based on the number of issued and outstanding ordinary shares of Cartesian and capital stock of the Target Companies on September 30, 2021, and based on the shares of common stock expected to be issued in the Business Combination and the Private Placements, and taking into account any applicable forfeiture of Founder Shares pursuant to the Sponsor Support Agreement,

non-redeeming

Public Shareholders, as a group, will own:

•

if there are no redemptions of Public Shares, 40% of the Company’s common stock expected to be outstanding immediately after the Business Combination;

•

if there are interim redemptions of 25% of the outstanding Public Shares, 33% of the Company’s common stock expected to be outstanding immediately after the Business Combination;

•

if there are interim redemptions of 50% of the outstanding Public Shares, 25% of the Company’s common stock expected to be outstanding immediately after the Business Combination;

•

if there are interim redemptions of 75% of the outstanding Public Shares, 14% of the Company’s common stock expected to be outstanding immediately after the Business Combination; or

•

if there are maximum redemptions of 100% of the outstanding Public Shares, none of the Company’s common stock expected to be outstanding immediately after the Business Combination.

Because of this, Public Shareholders, as a group, will have less influence on the Board, management and policies of the Company following the consummation of the Business Combination than they now have on the Board, management and policies of Cartesian.

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The ownership percentage with respect to the Company following the Business Combination does not take into account the following potential issuances of securities, which will result in further dilution to Public Shareholders who do not redeem their Public Shares:

•

the issuance of up to 11,500,000 shares upon exercise of the Public Warrants at a price of $11.50 per share;

•

the issuance of up to 8,900,000 shares upon exercise of the Private Placement Warrants held by the Sponsor at a price of $11.50 per share, which private placement warrants will be transferred to the equityholders of the Target Companies in connection with the Business Combination;

•

the issuance of up to 14,782,500 shares as the Aggregate

Earn-Out

Consideration; and

•

if the Sponsor, or Cartesian’s officers, directors or their affiliates make any working capital loans prior to the closing of the Business Combination, they may convert up to $1,500,000 of those loans into up to an additional 1,500,000 Private Placement Warrants to purchase 1,500,000 shares at a price of $11.50 per share. As of February 11, 2022, no such working capital loans were outstanding.

If all such shares were issued immediately after the Business Combination, based on the number of issued and outstanding ordinary shares of Cartesian and capital stock of the Target Companies on September 30, 2021, and based on the common stock expected to be issued in the Business Combination and the Private Placements,

non-redeeming

Public Shareholders, as a group, would own:

•

if there are no redemptions of Public Shares, 34% of the Company’s common stock outstanding assuming all such shares were issued immediately after the Business Combination;

•

if there are interim redemptions of 25% of the outstanding Public Shares, 28% of the Company’s common stock outstanding assuming all such shares were issued immediately after the Business Combination;

•

if there are interim redemptions of 50% of the outstanding Public Shares, 21% of the Company’s common stock outstanding assuming all such shares were issued immediately after the Business Combination;

•

if there are interim redemptions of 75% of the outstanding Public Shares, 12% of the Company’s common stock outstanding assuming all such shares were issued immediately after the Business Combination; or

•

if there are maximum redemptions of 100% of the outstanding Public Shares, none of the Company’s common stock outstanding assuming all such shares were issued immediately after the Business Combination.

Cartesian’s securities are currently listed on Nasdaq and it is anticipated that, following the Business Combination, the Company’s securities will be listed on Nasdaq. However, Cartesian cannot assure you that the Company’s securities will continue to be listed on Nasdaq in the future. In order to continue to maintain the listing of the Company’s securities on Nasdaq, the Company must maintain certain financial, distribution and stock price levels. In addition to the listing requirements for the Company’s common shares, Nasdaq imposes listing standards on warrants. Cartesian cannot assure you that the Company will be able to meet those initial listing requirements.

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If Nasdaq delists the Company’s securities from trading on its exchange and the Company is not able to list its securities on another national securities exchange, Cartesian expects the Company’s securities could be quoted on an

over-the-counter market.

If this were to occur, the Company could face significant material adverse consequences, including:

•

a limited availability of market quotations for its securities;

•

reduced liquidity for its securities;

•

a determination that the Company’s ordinary shares are “penny stocks” which will require brokers trading in the ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the Company’s securities;

•

a limited amount of news and analyst coverage; and

•

a decreased ability to issue additional securities or obtain additional financing in the future.

Cartesian and the Target Companies currently operate as separate companies and have had no prior history as a combined entity, and the Target Companies’ and the Company’s operations have not previously been managed on a combined basis. The pro forma financial information included in this proxy statement/prospectus is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of the Company. The pro forma statement of operations does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of future market conditions on revenues or expenses. The pro forma financial information included in the section entitled “

Unaudited Pro Forma Condensed

Combined Financial Information

” has been derived from Cartesian’s and the Target Companies’ historical financial statements and certain adjustments and assumptions have been made regarding the Company after giving effect to the Business Combination. There may be differences between preliminary estimates in the pro forma financial information and the final acquisition accounting, which could result in material differences from the pro forma information presented in this proxy statement/prospectus in respect of the estimated financial position and results of operations of the Company.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect the Company’s financial condition or results of operations following the Closing. Any potential decline in the Company’s financial condition or results of operations may cause significant variations in the stock price of the Company.

During the pendency of the Business Combination, Cartesian will not be able to enter into a business combination with another party because of restrictions in the Business Combination Agreement. Furthermore, certain provisions of the Business Combination Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

Covenants in the Business Combination Agreement impede the ability of Cartesian to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, Cartesian may be at a disadvantage to its competitors during that period. In addition, while the Business Combination Agreement is in effect, neither Cartesian nor the Target Companies may solicit, assist, facilitate the making, submission or announcement of, or intentionally encourage any alternative acquisition proposal, such as a merger, material sale of assets or equity interests or other business combination,

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with any third party, even though any such alternative acquisition could be favorable to Cartesian’s shareholders than the Business Combination. In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Business Combination Agreement due to the passage of time during which these provisions have remained in effect.

If the conditions to the Business Combination Agreement are not met, the Business Combination may not occur.

Even if the Business Combination Agreement is approved by the shareholders of Cartesian and the equityholders of the Target Companies, 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 titled “

Proposal No. 1.–The Business Combination Proposal – The Business Combination Agreement — Conditions to Closing of the Business Combination.

” Cartesian and the Target Companies may not satisfy all of the closing conditions in the Business Combination Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause Cartesian and the Target Companies to each lose some or all of the intended benefits of the Business Combination.

The Proposed Charter and Proposed Bylaws will contain certain provisions, including anti-takeover provisions that limit the ability of shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable.

The Proposed Charter will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for Cartesian’s securities. These provisions are described in the Section titled “

Organizational Documents Proposal

.”

The Proposed Charter will not limit the ability of the Sponsor or its affiliates to compete with us.

The Sponsor and its affiliates engage in a broad spectrum of activities. In the ordinary course of their business activities, the Sponsor and its affiliates may engage in activities where their interests conflict with the Company’s interests or those of its shareholders. The Proposed Charter will provide that none of the Sponsor, any of its respective affiliates or any director who is not employed by the Company (including any

non-employee director

who serves as one of its officers in both his director and officer capacities) or his or her affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which the Company operates. The Sponsor and its affiliates also may pursue, in their capacities other than as directors of the Company Board, acquisition opportunities that may be complementary to the Company’s business, and, as a result, those acquisition opportunities may not be available to the Company. In addition, the Sponsor may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Cartesian or its securities, Cartesian’s officers and directors and/or their affiliates may enter into a written plan to purchase Cartesian’s securities pursuant to Rule

10b5-1 of

the Exchange Act, and may engage in other public market purchases, as well as private purchases, of securities. In

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addition, at any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Cartesian or its securities, Cartesian’s officers and directors and/or their respective affiliates may (i) purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal or the other Proposals, (ii) execute agreements to purchase such shares from institutional and other investors in the future, and/or (iii) enter into transactions with institutional and other investors to provide such persons with incentives to acquire Public Shares or vote their Public Shares in favor of the Business Combination Proposal or the other Proposals. Such an agreement may include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event that Cartesian’s officers and directors or their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their Redemption Rights, such selling Public Shareholders would be required to revoke their prior elections to redeem their shares. 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 and the transfer of shares or Warrants owned by the Sponsor for nominal value to such investors or holders.

The purpose of such share purchases and other transactions by Cartesian’s officers and directors and/or their respective affiliates would be to increase the likelihood of satisfaction of the requirements that (x) the holders of the requisite number of Cartesian Shares present and voting at the Special Meeting vote in favor of the Business Combination Proposal and the other Proposals and/or (y) that Cartesian will (without regard to any assets or liabilities of the Target Companies) have at least $5,000,001 in net tangible assets immediately prior to the Closing or satisfy the Cash Consideration Condition after taking into account holders of Public Shares that properly demanded Redemption of their shares into cash, when, in each case, it appears that such requirements would otherwise not be met.

Entering into any such arrangements may have a depressive effect on the Cartesian 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 it owns, either prior to or immediately after the Special Meeting.

As of the date of this proxy statement/prospectus, except as noted above, Cartesian’s directors and officers and their affiliates have not entered into any such agreements. Cartesian will file a Current Report on Form

8-K to

disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the Redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of the Company’s ordinary shares or other reasons may in the future cause it to become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the Board’s attention and resources from the Company’s business. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed, which may adversely affect Cartesian’s or, if the Business Combination is completed but delayed, the Company’s business, financial position and results of operations following the completion of the Business

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Combination. Further, such securities litigation and shareholder activism could give rise to perceived uncertainties as to the Company’s future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, the Company may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters. Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.

Pursuant to the Registration Rights and

Lock-Up

Agreement and the Sponsor Support Agreement, after the consummation of the Business Combination and subject to certain exceptions, the Sponsor and certain shareholders receiving shares of Company stock as consideration pursuant to the Business Combination Agreement will be contractually restricted from selling or transferring any of their shares.

However, following the expiration of the applicable

lock-up

period, such equityholders will not be restricted from selling shares of the Company held by them, other than by applicable securities laws. As such, sales of a substantial number of Company shares in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Company shares. Pursuant to the Subscription Agreements for the Private Placements and the Registration Rights and

Lock-Up

Agreement, we will be required to register the resale of the shares issued to the PIPE Investors and shares of Company stock received by certain shareholders as consideration pursuant to the Business Combination Agreement. As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the Company’s share price or the market price of Company shares could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Risks Related to the Target Companies

In the course of conducting our business operations, we are exposed to a variety of risks. These risks are generally inherent to the asset management industry or otherwise generally impact asset managers like us and are applicable to the Target Companies’ respective businesses. References in this section to clients or investors refer to the investment funds (including their underlying investors, where applicable) managed by the Target Companies, as well as the Target Companies’ wealth management clients, as applicable. Unless otherwise specified, references to “we”, “our,” “us” or variations of such words refer to the Target Companies’ and their respective businesses to be operated by the Company and its consolidated subsidiaries subsequent to the Business Combination. Any of the risk factors we describe below have affected or could materially adversely affect our business, financial condition and results of operations. The market price of shares of our common shares could decline, possibly significantly or permanently, if one or more of these risks and uncertainties occurs. Certain statements in “Risk Factors” are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

Our revenue is derived from fees correlated to the amount of assets under management and assets under advisement that we have and the performance of our investment strategies and/or products. Poor performance of our investments in the future, terminations of significant client relationships, or the exercise of any rights that Affiliated Managers may have to repurchase their interests, in each case, resulting in a reduction in assets under management or advisement, could have a materially adverse impact on our results, financial condition or business.

The success and growth of our business is dependent upon the performance of our investments. Positive performance of our investments will not necessarily result in the holders of our common shares experiencing a

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corresponding positive return on their shares. However, poor performance of our investments could cause a decline in our revenues as a result of reduced management fees and incentive fees from our clients, as applicable, and may therefore have a materially adverse impact on our results. If we fail to meet the expectations of our clients or our investments otherwise experience poor investment performance, whether due to general economic and financial conditions, our investment acumen or otherwise, our ability to retain existing assets under management or advisement and attract new clients could be materially adversely affected and our management fees and/or incentive fees would be reduced. Furthermore, even if the investment performance of our investments is positive, our business or financial condition could be materially adversely affected if we are unable to attract and retain additional assets under management and assets under advisement consistent with our past experience, industry trends or investor and market expectations.

If we are unable to compete effectively, our business and financial condition could be adversely affected.

The industry in which we operate is intensely competitive, with competition based on a variety of factors, including investment performance, the scope and the quality of service provided to clients, brand recognition, business reputation and price. Our business competes with a number of private equity funds, hedge funds, wealth managers, specialized investment funds, solutions providers and other sponsors managing pools of capital, as well as corporate buyers, traditional asset managers, commercial banks, investment banks and other financial institutions (including sovereign wealth funds), and we expect that competition will continue to increase. For example, certain traditional asset managers have developed their own private equity platforms and are marketing other asset allocation strategies as alternatives to hedge fund investments. Additionally, developments in financial technology, such as distributed ledger technology, commonly referred to as blockchain, have the potential to disrupt the financial industry and change the way financial institutions, as well as asset managers, do business. A number of factors serve to increase our competitive risks:

•

a number of our competitors have greater financial, technical, marketing and other resources and more personnel than we do;

•

some of our competitors have significant amounts of capital or are expected to raise significant amounts of capital, and many of them have investment objectives similar to ours, which may create additional competition for investment opportunities and may reduce the size and duration of pricing inefficiencies that our investments seek to exploit;

•

some of our investments may not perform as well as competitors’ funds or other available investment products;

•

some of our competitors may have a lower cost of capital, which may be exacerbated to the extent potential changes to the Code limit the deductibility of interest expense;

•

some of our competitors may have access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to investment opportunities;

•

some of our competitors may be subject to less regulation and accordingly may have more flexibility to undertake and execute certain businesses or investments than we can and/or bear less compliance expense than we do;

•

some of our competitors may have more flexibility than us in raising certain types of investment funds under the investment management contracts they have negotiated with their investors;

•

some of our competitors may have better expertise or be regarded by investors as having better expertise in a specific asset class or geographic region than we do; and

•

other industry participants may, from time to time, seek to recruit our investment professionals and other employees away from us.

We may find it harder to attract and retain wealth management clients and raise new funds, and we may lose investment opportunities in the future, if we do not match the prices, structures and terms offered by our

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competitors. We may not be able to maintain our current fee structures as a result of industry pressure from investors to reduce fees. In order to maintain our desired fee structures in a competitive environment, we must be able to continue to provide clients with investment returns and service that incentivize them to pay our desired fee rates. We cannot assure you that we will succeed in providing investment returns and service that will allow us to maintain our desired fee structure. Fee reductions on existing or future new business could have a material adverse effect on our profit margins and results of operations.

We may be materially adversely affected by the

COVID-19

pandemic.

The outbreak of the

COVID-19 pandemic

led much of the world to institute

stay-at-home orders,

restrictions on travel, bans on public gatherings, the closing of

non-essential businesses

or limiting their hours of operation and other restrictions on businesses and their operations, which has adversely impacted global commercial activity and contributed to significant volatility and a downturn in global financial markets. While some of these restrictions are being relaxed or lifted in an effort to generate more economic activity, the risk of future

COVID-19 outbreaks

remains, and jurisdictions may reimpose restrictions in an effort to mitigate risks to public health. Moreover, even where restrictions are and remain lifted, the absence of viable treatment options or a vaccine could lead people to continue to self-isolate and not participate in the economy at

pre-pandemic levels

for a prolonged period of time. As a result, we are unable to predict the ultimate adverse impact of the pandemic, but it has affected, and may further affect, our business in various ways, including the following:

•

We operate our business globally, with clients across North America, Europe, Asia-Pacific and Latin America. The ability to easily travel and meet with prospective and current clients in person helps build and strengthen our relationships with them in ways that telephone and video conferences may not always afford. In addition, the ability of our employees to conduct their daily work in our offices helps to ensure a level of productivity that may not be achieved when coming to the office every day is not an option. Further, our investment strategies target opportunities globally. Restrictions on travel and public gatherings as well as

stay-at-home orders

mean that most of our client and prospect meetings are not currently taking place in person, and the vast majority of our employees are working from home. As a consequence, our ability to generate new clients, market our funds and raise new business has been impeded (which may result in lower or delayed revenue growth), it has become more difficult to conduct due diligence on investments (which can impede the identification of investment risks) and an extended period of remote working by our employees could strain our technology resources and introduce operational risks, including heightened cybersecurity risk, as remote working environments can be less secure and more susceptible to hacking attacks.

•

A slowdown in fundraising activity has in the past resulted in delayed or decreased management fees and could result in delayed or decreased management fees in the future compared to prior periods. In addition, in light of declines in public equity markets and other components of their investment portfolios, investors may become restricted by their asset allocation policies from investing in new or successor funds that we provide, or may be prohibited by new laws or regulations from funding existing commitments. We may also experience a slowdown in the deployment of our capital, which could also adversely affect our ability to raise capital, including for new or successor funds.

•

To the extent the market dislocation caused by

COVID-19 may

present attractive investment opportunities due to increased volatility in the financial markets, we may not be able to complete those investments, which could impact revenues, particularly for our funds that charge fees on invested capital.

•

Our liquidity and cash flows may be adversely impacted by declines or delays in realized incentive fees and management fee revenues.

•

Certain of our clients invest in industries that have been materially impacted by the

COVID-19 pandemic,

including healthcare, travel, entertainment, hospitality and retail. Companies in these industries are facing operational and financial hardships resulting from the pandemic, and if

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conditions do not improve, they could continue to suffer materially, become insolvent or cease operations altogether, any of which would decrease the value of the investments.

•

COVID-19 presents

a threat to our employees’ well-being and morale. If our senior management or other key personnel become ill or are otherwise unable to perform their duties for an extended period of time, we may experience a loss of productivity or a delay in the implementation of certain strategic plans. In addition to any potential impact of such extended illness on our operations, we may be exposed to the risk of litigation by our employees against us for, among other things, failure to take adequate steps to protect their well-being, particularly in the event they become sick after a return to the office. Further, local

COVID-19-related laws

can be subject to rapid change depending on public health developments, which can lead to confusion and make compliance with laws uncertain and subject us to increased risk of litigation for

non-compliance.

•

We anticipate that regulatory oversight and enforcement will become more rigorous for public companies in general, and for the financial services industry in particular, as a result of the recent volatility in the financial markets.

We believe

COVID-19’s

adverse impact on our business, financial condition and results of operations will be significantly driven by a number of factors that we are unable to predict or control, including, for example: the severity and duration of the pandemic, including the timing of availability, effectiveness and public acceptance of one or more treatments or vaccines for

COVID-19;

the pandemic’s impact on the U.S. and global economies; the timing, scope and effectiveness of additional governmental responses to the pandemic; the timing and path of economic recovery; and the negative impact on our clients, counterparties, vendors and other business partners that may materially adversely affect us.

Changes in market and economic conditions (including as a result of the ongoing

COVID-19

pandemic) could lower the value of assets on which we earn revenue and could decrease the demand for our investment solutions and services.

Significant fluctuations in securities prices, as well as recent and potential decreases in interest rates, have and will continue to materially affect the value of the assets we manage and has and may continue to cause a decrease in our spread-based revenue. Changes in interest rates may also influence financial adviser and investor decisions regarding whether to invest in, or maintain an investment in, one or more of our investment solutions. If such fluctuations in securities prices or decreases in interest rates were to lead to decreased investment in the securities markets, our revenue and earnings derived from asset-based and spread-based revenue could be simultaneously materially adversely affected.

We provide our investment solutions and services to the financial services industry. The financial markets, and in turn the financial services industry, are affected by many factors, such as U.S. and foreign economic and geopolitical conditions and general trends in business and finance that are beyond our control, and could be adversely affected by changes in the equity or debt marketplaces, unanticipated changes in currency exchange rates, interest rates, inflation rates, the yield curve, financial crises, war, terrorism, natural disasters, pandemics and outbreaks of disease or similar public health concerns such as the

COVID-19

pandemic and other factors that are difficult to predict. In the event that the U.S. or international financial markets suffer a severe or prolonged downturn, investments may lose value and investors may choose to withdraw assets from financial advisers and use the assets to pay expenses or transfer them to investments that they perceive to be more secure, such as bank deposits and Treasury securities. Any prolonged downturn in financial markets, or increased levels of asset withdrawals could have a material adverse effect on our results of operations, financial condition or business.

In an effort to mitigate potential conflicts of interest and address regulatory, legal and contractual requirements and contractual restrictions, we have implemented certain policies and procedures (for example,

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information sharing policies) that may reduce the positive synergies that would otherwise exist across our various businesses. For example, we may come into possession of material

non-public information

with respect to issuers in which we may be considering making an investment or issuers in which our affiliates may hold an interest. As a consequence of such policies and procedures, we may be precluded from providing such information or other ideas to our other businesses that might be of benefit to them. Additionally, the terms of confidentiality or other agreements with or related to companies in which we have entered, either on our own behalf or on behalf of any of our clients, sometimes restrict or otherwise limit the ability of us or our clients to make investments or otherwise engage in businesses or activities competitive with such companies.

Failure to properly disclose conflicts of interest could harm our reputation, results of operations, financial condition or business.

We currently provide or may in the future provide a broad spectrum of financial services, including investment advisory, broker-dealer, asset management, loan origination, capital markets, special purpose acquisition company sponsorship and idea generation. Because of our size and the variety of investment strategies that we pursue, we may face a higher degree of scrutiny compared with investment managers that are smaller or focus on fewer asset classes. In the ordinary course of business, we engage in activities in which our interests or the interests of our clients may conflict with the interests of other clients, including the investors in our funds. Such conflicts of interest could adversely affect one or more of our clients and/or our performance or returns to our investors.

Certain of our clients may have overlapping investment objectives, including clients that have different fee structures and/or investment strategies that are more narrowly focused, and potential conflicts may arise with respect to allocation of investment opportunities among those clients. We will, from time to time, be presented with investment opportunities that fall within the investment objectives of multiple clients. In such circumstances, we will seek to allocate such opportunities among our clients on a basis that we reasonably determine in good faith to be fair and equitable, and may take into account a variety of relevant factors in determining eligibility, including the investment team primarily responsible for sourcing or performing due diligence on the transaction, the nature of the investment focus of each client, the relative amounts of capital available for investment, anticipated expenses to the applicable client and/or to us with regard to investment by our various clients, the investment pacing and timing of our clients and other considerations deemed relevant by us. Allocating investment opportunities appropriately frequently involves significant and subjective judgments. The risk that investors could challenge allocation decisions as inconsistent with our obligations under applicable law, governing client agreements or our own policies cannot be eliminated. In addition, the perception of

non-compliance with

such requirements or policies could harm our reputation with investors.

Our clients may invest in companies in which we or one or more or our other clients also invest, either directly or indirectly. Investments in a company by certain of our clients may be made prior to the investment by other clients, concurrently, including as part of the same financing plan or subsequent to the investments by such other clients. Any such investment by a client may consist of securities or other instruments of a different class or type from those in which other of our clients are invested, and may entitle the holder of such securities and other instruments to greater control or to rights that otherwise differ from those to which such other clients are entitled. In connection with any such investments — including as they relate to acquisition, owning, and disposition of such investments — our clients may have conflicting interests and investment objectives, and any difference in the terms of the securities or other instruments held by such parties may raise additional conflicts of interest for our clients and us. Our failure to adequately mitigate these conflicts could give rise to regulatory and investor scrutiny.

In the ordinary course of our investment activities on behalf of our clients, we receive investment-related information. We do not generally establish information barriers between internal investment teams. To the extent permitted by law, investment professionals have access to and make use of such investment-related information in making investment decisions for our clients. Therefore, information related to investments

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made on behalf of a particular client may inform investment decisions made in respect of another of our clients or otherwise be used and monetized by us. The access and use of this information may create conflicts between our clients and between our clients and us, and no client, including any fund investor, is entitled to any compensation for any profits earned by another client or us based on our use of investment-related information received in connection with managing such clients.

Certain persons employed by or otherwise associated with us are related to, or otherwise have business, personal, political, financial, or other relationships with, persons employed by or otherwise associated with service providers engaged for our clients, and third-party investment managers with whom we invest on behalf of our clients. These types of relationships may also influence us in deciding whether to select or recommend such a service provider to perform services for a particular client or to make or redeem an investment on behalf of a client.

Additionally, we permit employees, former employees and other parties associated with the firm to invest in or alongside our funds on a

no-fee,

no-carry basis.

These arrangements may create a conflict in connection with investments we make on behalf of our clients.

It is possible that actual, potential or perceived conflicts could give rise to investor dissatisfaction or litigation or regulatory enforcement actions. Appropriately dealing with conflicts of interest is complex and difficult and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential or actual conflicts of interest. Regulatory scrutiny of, or litigation in connection with, conflicts of interest could have a material adverse effect on our reputation, which could materially and adversely affect our business in a number of ways, including an inability to raise additional funds, attract new investors or retain existing clients.

Conflicts of interest may arise in our allocation of

co-investment

opportunities.

As a general matter, our allocation of

co-investment opportunities

is entirely within our discretion and there can be no assurance that

co-investments of

any particular type or amount will be allocated to any of our clients or investors. There can be no assurance that

co-investments will

become available and we will take into account a variety of factors and considerations we deem relevant in our sole discretion in allocating

co-investment opportunities,

which may include, without limitation, whether a potential

co-investor has

expressed an interest in evaluating

co-investment opportunities,

whether a potential

co-investor has

a history of participating in such opportunities with us, the size and interest of the opportunity, the economic terms applicable to such investment for such investor and us, whether allocating to a potential

co-investor will

help establish, recognize, strengthen and/or cultivate existing relationships with an existing or prospective investor and such other factors as we deem relevant under the circumstances. The allocation of

co-investment opportunities

by us sometimes involves a benefit to us including, without limitation, management fees, carried interest or incentive fees or allocations from a

co-investment opportunity.

In certain circumstances, we, our affiliates and our respective employees or any designee thereof and other companies, partnerships or vehicles affiliated with us may be permitted to be permitted to

co-invest side-by-side with

our clients and may consummate an investment in an investment opportunity otherwise suitable for a client.

Potential conflicts will arise with respect to our decisions regarding how to allocate

co-investment opportunities

among our clients and investors and the terms of any such

co-investments.

Our client agreements typically do not mandate specific allocations with respect to

co-investments.

Our investment advisers may have an incentive to provide

co-investment opportunities

to certain investors in lieu of others. Co-investment arrangements may be structured through one or more of our investment vehicles, and in such circumstances,

co-investors will

generally bear the costs and expenses thereof (which may lead to conflicts of interest regarding the allocation of costs and expenses between such

co-investors

and our other clients). The terms of any such existing and future

co-investment vehicles

may differ materially, and in some instances may be more favorable to us, than the terms of certain of our client agreements or prior

co-investment vehicles,

and such

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different terms may create an incentive for us to allocate a greater or lesser percentage of an investment opportunity to such clients or such

co-investment vehicles,

as the case may be. Such incentives will from time to time give rise to conflicts of interest. Allocating investment opportunities appropriately frequently involves significant and subjective judgments. The risk that investors could challenge allocation decisions as inconsistent with our obligations under applicable law, governing client agreements or our own policies cannot be eliminated. In addition, the perception of

non-compliance with

such requirements or policies could harm our reputation with investors.

Changes to the method of determining the London Interbank Offered Rate (“LIBOR”) or the selection of a replacement for LIBOR may affect the value of investments held by our funds and could affect our results of operations and financial results.

LIBOR, the London Interbank Offered Rate, is the basic rate of interest used in lending transactions between banks on the London interbank market and is widely used as a reference for setting the interest rate on loans globally. Our funds, and in particular our BDCs, typically use LIBOR as a reference rate in term loans they extend to portfolio companies such that the interest due to us pursuant to a term loan extended to a portfolio company is calculated using LIBOR. The terms of our debt investments generally include minimum interest rate floors which are calculated based on LIBOR.

The United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that it will not compel panel banks to contribute to LIBOR after 2021. It is unclear if at that time LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. Central banks and regulators in a number of major jurisdictions (for example, United States, United Kingdom, European Union, Switzerland and Japan) have convened working groups to find, and implement the transition to, suitable replacements for interbank offered rates (“IBORs”). To identify a successor rate for U.S. dollar LIBOR, the Alternative Reference Rates Committee (“ARRC”), a U.S.-based group convened by the Federal Reserve Board and the Federal Reserve Bank of New York, was formed. The ARRC has identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. In addition, on March 25, 2020, the FCA stated that although the central assumption that firms cannot rely on LIBOR being published after the end of 2021 has not changed, the outbreak

of COVID-19 has

impacted the timing of many firms’ transition planning, and the FCA will continue to assess the impact of

the COVID-19 outbreak

on transition timelines and update the marketplace as soon as possible. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, at this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or other reforms to LIBOR that may be enacted in the United States, United Kingdom or elsewhere or, whether

the COVID-19 outbreak

will have further effect on LIBOR transition plans.

The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to our portfolio companies or on our overall financial condition or results of operations. In addition, if LIBOR ceases to exist, our funds, borrowers of our funds and our Affiliated Managers and their respective portfolio companies may need to renegotiate the credit agreements extending beyond 2021 that utilize LIBOR as a factor in determining the interest rate, in order to replace LIBOR with the new standard that is established, which may have an adverse effect on our overall financial condition or results of operations. Following the replacement of LIBOR, some or all of these credit agreements may bear interest at a lower interest rate, which, to the extent our funds are lenders, could have an adverse impact on their performance, could have an adverse impact on our funds’ and their portfolio companies’ results of operations. Moreover, if LIBOR ceases to exist, our funds and their portfolio companies may need to renegotiate certain terms of their credit facilities. If our funds and their portfolio companies are unable to do so, amounts drawn under their credit facilities may bear interest at a higher rate, which would increase the cost of their borrowings and, in turn, affect their results of operations.

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Conflicts of interest may arise in our allocation of costs and expenses, and increased regulatory scrutiny and uncertainty with regard to expense allocation may increase the risk of harm.

We have a conflict of interest in determining whether certain costs and expenses are incurred in the course of operating our business. For example, we have to determine whether the costs arising from newly imposed regulations and self-regulatory requirements should be paid by our clients or by us. Our clients generally pay or otherwise bear all legal, accounting, filing, and other expenses incurred in connection with organizing and establishing the funds or other investment vehicles and the offering of interests in those structures. In addition, our clients generally pay all expenses related to the operation of the funds, investment vehicles or accounts and their investment activities. We also determine, in our sole discretion, the appropriate allocation of investment-related expenses, including broken deal expenses, incurred in respect of unconsummated investments and expenses more generally relating to a particular investment strategy, among our funds and accounts participating or that would have participated in such investments or that otherwise participate in the relevant investment strategy, as applicable. This could result in one or more of our clients bearing more or less of these expenses than other investors or potential investors in the relevant investments or a fund paying a disproportionate share, including some or all, of the broken deal expenses or other expenses incurred by potential investors. Parties that seek to participate in a particular investment opportunity we offer on a

co-investment basis

may not share in any broken deal expenses in the event such opportunity is not consummated.

While we historically have and will continue to allocate the costs and expenses of our clients in a fair and equitable basis and in accordance with our policies and procedures, due to increased regulatory scrutiny of expense allocation policies in the private investment funds realm, there is no guarantee that our policies and procedures will not be challenged by our supervising regulatory bodies. If we or our supervising regulators were to determine that we have improperly allocated such expenses, we could be required to refund amounts to our clients and could be subject to regulatory censure, litigation from our investors and/or reputational harm, each of which could have a material adverse effect on our business, financial condition and results of operations.

We are subject to litigation and regulatory examinations and investigations.

The financial services industry faces substantial regulatory risks and litigation. Like many firms operating within the financial services industry, we are experiencing a difficult regulatory environment across our markets. Our current scale and reach as a provider to the financial services industry, the increased regulatory oversight of the financial services industry generally, new laws and regulations affecting the financial services industry, ever-changing regulatory interpretations of existing laws and regulations and the retroactive imposition of new interpretations through enforcement actions have made this an increasingly challenging and costly regulatory environment in which to operate. These examinations or investigations, including any enforcement action brought by the SEC against us, could result in the identification of matters that may require remediation activities or enforcement proceedings by the regulator. The direct and indirect costs of responding to these examinations, or of defending ourselves in any litigation could be significant. Additionally, actions brought against us may result in settlements, awards, injunctions, fines and penalties. The outcome of litigation or regulatory action is inherently difficult to predict and could have an adverse effect on our ability to offer some of our products and services.

Our business activities are subject to extensive and evolving laws, rules and regulations. Any changes or potential changes in the regulatory framework applicable to our business may impose additional expenses or capital requirements on us, limit our fundraising activities, have an adverse effect on our business, financial condition, results of operations, reputation or prospects, impair employee retention or recruitment and require substantial attention by senior management. It is impossible to determine the extent of the impact of any new laws, regulations, initiatives or regulatory guidance that may be proposed or may become law on our business or the markets in which we operate.

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Governmental authorities around the world have implemented or are implementing financial system and participant regulatory reform in reaction to volatility and disruption in the global financial markets, financial institution failures and financial frauds. Such reform includes, among other things, additional regulation of investment funds, as well as their managers and activities, including compliance, risk management and anti-money laundering procedures; restrictions on specific types of investments and the provision and use of leverage; implementation of capital requirements; limitations on compensation to managers; and books and records, reporting and disclosure requirements. We cannot predict with certainty the impact on us, our clients, or on alternative investment funds generally, of any such reforms. Any of these regulatory reform measures could have an adverse effect on our clients’ investment strategies or our business model. We may incur significant expense in order to comply with such reform measures and may incur significant liabilities if regulatory authorities determine that we are not in compliance.

Our business is subject to regulation in the United States, including by the SEC, the Commodity Futures Trading Commission (the “CFTC”), the IRS, FINRA and other regulatory agencies. Any change in such regulation or oversight could have a material adverse effect on our business, financial condition and results of operations. In addition, we regularly rely on exemptions from various requirements of these and other applicable laws. These exemptions are sometimes highly complex and may in certain circumstances depend on compliance by third parties whom we do not control. If, for any reason, these exemptions were to be revoked or challenged or otherwise become unavailable to us, we could be subject to regulatory action or third-party claims, and our business, financial condition and results of operations could be materially and adversely affected. Our failure to comply with applicable laws or regulations could result in fines, suspensions of personnel or other sanctions, including revocation of our registration as an investment adviser or the registration of our broker-dealer subsidiary. Even if a sanction imposed against us or our personnel is small in monetary amount, the adverse publicity arising from the imposition of sanctions against us by regulators could harm our reputation and cause us to lose existing clients or fail to gain new clients.

In the wake of highly publicized financial scandals, investors exhibited concerns over the integrity of the U.S. financial markets, and the regulatory environment in which we operate is subject to further regulation in addition to those rules already promulgated. For example, there are a significant number of regulations that affect our business under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). The SEC in particular continues to increase its regulation of the asset management and private equity industries, focusing on the private equity industry’s fees, allocation of expenses to funds, marketing practices, allocation of investment opportunities, disclosures to investors, the allocation of broken-deal expenses and general conflicts of interest disclosures. The SEC has also heightened its focus on the valuation practices employed by investment advisers. The lack of readily ascertainable market prices for many of the investments made by our clients or the funds in which we invest could subject our valuation policies and processes to increased scrutiny by the SEC. We may be adversely affected as a result of new or revised legislation or regulations imposed by the SEC, other U.S. or foreign governmental regulatory authorities or self-regulatory organizations that supervise the financial markets. Brexit may result in our being subject to new and increased regulations if we can no longer rely on passporting privileges that allow U.K. financial institutions to access the EU single market without restrictions. We also may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations.

We are subject to the fiduciary responsibility provisions of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the prohibited transaction provisions of ERISA and Section 4975 of the Code in connection with the management of certain of funds. With respect to these funds, this means that (1) the application of the fiduciary responsibility standards of ERISA to investments made by such funds, including the requirement of investment prudence and diversification, and (2) certain transactions that we enter into, or may have entered into, on behalf of these funds, in the ordinary course of business, are subject to the prohibited transactions rules under Section 406 of ERISA and Section 4975 of the Code. A

non-exempt prohibited

transaction, in addition to imposing potential liability upon fiduciaries of an ERISA plan, may also result in the

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imposition of an excise tax under the Code upon a “party in interest” (as defined in ERISA), or “disqualified person” (as defined in the Code), with whom we engaged in the transaction. In addition, a court could find that our funds that invest directly in operating companies have formed a

partnership-in-fact conducting

a trade or business with such operating companies and would therefore be jointly and severally liable for these companies’ unfunded pension liabilities.

In addition, certain of the Target Companies and their respective subsidiaries are registered as an investment adviser with the SEC and are subject to the requirements and regulations of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Such requirements relate to, among other things, restrictions on entering into transactions with clients, maintaining an effective compliance program, incentive fees, solicitation arrangements, allocation of investments, recordkeeping and reporting requirements, disclosure requirements, limitations on agency cross and principal transactions between an adviser and their advisory clients, as well as general anti-fraud prohibitions. As a registered investment adviser, we have fiduciary duties to our clients. Similarly, one of our affiliates is registered as a broker-dealer with the SEC and are a member of FINRA. As such, we are also subject to the requirements and regulations of the Exchange Act and FINRA rules. A failure to comply with the obligations imposed by the Advisers Act, the Exchange Act or FINRA rules, including recordkeeping, advertising and operating requirements, disclosure obligations and prohibitions on fraudulent activities, could result in examinations, investigations, sanctions and reputational damage, and could have a material adverse effect on our business, financial condition and results of operations.

The Foreign Investment Risk Review Modernization Act significantly increased the types of transactions that are subject to the jurisdiction of the Committee on Foreign Investment in the United States (“CFIUS”). Under the final regulations of the reform legislation, which became effective on February 13, 2020, CFIUS has the authority to review and potentially recommend that the President of the United States block or impose conditions on

non-controlling investments

in critical infrastructure and critical technology companies and in companies collecting or storing sensitive data of U.S. citizens, which may reduce the number of potential buyers and limit the ability of our clients to realize value from certain existing and future investments.

In the EU, MiFID II requires, among other things, all MiFID investment firms to comply with prescriptive disclosure, transparency, reporting and recordkeeping obligations and obligations in relation to the receipt of investment research, best execution, product governance and marketing communications. As we operate investment firms which are subject to MiFID II, we have implemented policies and procedures to comply with MiFID II where relevant, including where certain rules have an extraterritorial impact on us. Compliance with MiFID II has resulted in greater overall complexity, higher compliance, administration and operational costs, and less overall flexibility. The complexity, operational costs and reduction in flexibility may be further compounded as a result of Brexit. This is because the UK is both: (i) no longer generally required to transpose EU law in to UK law; and (ii) electing to transpose certain EU legislation into UK law subject to various amendments and subject to the FCA’s oversight rather than that of EU regulators. Taken together, (i) and (ii) could result in divergence between the UK and EU regulatory frameworks.

In addition, across the EU, we are subject to the AIFMD, under which we are subject to regulatory requirements regarding, among other things, registration for marketing activities, the structure of remuneration for certain of our personnel and reporting obligations. Individual member states of the EU have imposed additional requirements that may include internal arrangements with respect to risk management, liquidity risks, asset valuations, and the establishment and security of depository and custodial requirements. Because some EEA countries have not yet incorporated the AIFMD into their agreement with the EU, we may undertake marketing activities and provide services in those EEA countries only in compliance with applicable local laws. Outside the EEA, the regulations to which we are subject relate primarily to registration and reporting obligations. As described above, Brexit and the potential resulting divergence between the UK and EU regulatory frameworks may result in additional complexity and costs in complying with AIFMD across both the UK and EU.

The EU Securitization Regulation (the “Securitization Regulation”), which became effective on January 1, 2019, imposes due diligence and risk retention requirements on “institutional investors,” which includes

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managers of alternative investment funds assets, and constrains the ability of alternative investment funds to invest in securitization positions that do not comply with the prescribed risk retention requirements. The Securitization Regulation may impact or limit our funds’ ability to make certain investments that constitute “securitizations” and may impose additional reporting obligations on securitizations, which may increase the costs of managing such vehicles.

A new EU Regulation on the prudential requirements of investment firms (Regulation (EU) 2019/2033) and its accompanying Directive (Directive (EU) 2019/2034) (together, “IFR/IFD”) have now been finalized and are expected to take effect on June 26, 2021. IFR/IFD will introduce a bespoke prudential regime for most MiFID investment firms to replace the one that currently applies under the fourth Capital Requirements Directive and the Capital Requirements Regulation. IFR/IFD represents a complete overhaul of “prudential” regulation in the EU. As the application dates for IFR/IFD fall outside the end of the Brexit transition period, the UK is not required to implement the legislation and will instead establish a new Investment Firms Prudential Regime which is intended to achieve similar outcomes to IFD/IFR. There is a risk that the new regime will result in higher regulatory capital requirements for affected firms and new, more onerous remuneration rules, as well as

re-cut and

extended internal governance, disclosure, reporting, liquidity, and group “prudential” consolidation requirements (among other things), each of which could have a material impact on our European operations, although there are transitional provisions allowing firms to increase their capital to the necessary level over three to five years.

It is expected that additional laws and regulations will come into force in the EEA, the EU, the UK and other countries in which we operate over the coming years. These laws and regulations may affect our costs and manner of conducting business in one or more markets, the risks of doing business, the assets that we manage or advise, and our ability to raise capital from investors. Any failure by us to comply with either existing or new laws or regulations could have a material adverse effect on our business, financial condition and results of operations.

Changes in tax law or policy could increase our effective tax rate and tax liability or the taxes payable by investors in our funds or holders of shares of our common stock, each of which could have a material adverse effect on our business, financial condition and results of operations.

We could be adversely affected by changes in applicable tax laws, regulations, or administrative interpretations thereof. For example, the U.S. federal tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), enacted in December 2017, resulted in fundamental changes to the Code, including, among many other things, a reduction to the federal corporate income tax rate, a partial limitation on the deductibility of business interest expense, a limitation on the deductibility of certain director and officer compensation expense, limitations on net operating loss carrybacks and carryovers and changes relating to the scope and timing of U.S. taxation on earnings from international business operations. Subsequent legislation, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted on March 27, 2020, relaxed certain of the limitations imposed by the Tax Act for certain taxable years, including the limitation on the use and carryback of net operating losses and the limitation on the deductibility of business interest expense. The exact impact of the Tax Act and the CARES Act for future years is difficult to quantify, but these changes could materially affect our investors, the companies in which our clients invest, or us. Legislative proposals in the U.S., if adopted, would increase the corporate income tax rate and capital gains tax rate. In addition, other changes could be enacted in the future to limit further the deductibility of interest, subject carried interests to more onerous taxation or effect other changes that could have a material adverse effect on our business, results of operations and financial condition. Such changes could also include increases in state taxes and other changes to state tax laws to replenish state and local government finances depleted by costs attributable to the

COVID-19 pandemic

and the reduction in tax revenues due to the accompanying economic downturn.

In addition, our effective tax rate and tax liability are based on the application of current income tax laws, regulations and treaties. These laws, regulations and treaties are complex, and the manner which they apply to us

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and our funds and diverse set of business arrangements is often open to interpretation. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. The tax authorities could challenge our interpretation of laws, regulations and treaties, resulting in additional tax liability or adjustment to our income tax provision that could increase our effective tax rate. Changes to tax laws may also adversely affect our ability to attract and retain key personnel.

Federal, state and foreign anti-corruption and sanctions laws create the potential for significant liabilities and penalties and reputational harm.

We are also subject to a number of laws and regulations governing payments and contributions to political persons or other third parties, including restrictions imposed by the Foreign Corrupt Practices Act (“FCPA”) as well as trade sanctions and export control laws administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of Commerce and the U.S. Department of State. The FCPA is intended to prohibit bribery of foreign governments and their officials and political parties and requires public companies in the United States to keep books and records that accurately and fairly reflect those companies’ transactions. OFAC, the U.S. Department of Commerce and the U.S. Department of State administer and enforce various export control laws and regulations, including economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign states, organizations and individuals. These laws and regulations relate to a number of aspects of our business, including with respect to servicing existing investors, finding new investors, and sourcing new investments, as well as activities by the portfolio companies in our investment portfolio or other controlled investments.

Similar laws in

non-U.S.

jurisdictions, such as EU sanctions or the U.K. Bribery Act, as well as other applicable anti-bribery, anti-corruption, anti-money laundering, or sanction or other export control laws in the U.S. and abroad, may also impose stricter or more onerous requirements than the FCPA, OFAC, the U.S. Department of Commerce and the U.S. Department of State, and implementing them may disrupt our business or cause us to incur significantly more costs to comply with those laws. Different laws may also contain conflicting provisions, making compliance with all laws more difficult. If we fail to comply with these laws and regulations, we could be exposed to claims for damages, civil or criminal financial penalties, reputational harm, incarceration of our employees, restrictions on our operations and other liabilities, which could materially and adversely affect our business, results of operations and financial condition. In addition, we may be subject to successor liability for FCPA violations or other acts of bribery, or violations of applicable sanctions or other export control laws committed by companies in which we or our clients invest or which we or our clients acquire. While we have developed and implemented policies and procedures designed to ensure strict compliance by us and our personnel with the FCPA and other anti-corruption, sanctions and export control laws in jurisdictions in which we operate, such policies and procedures may not be effective in all instances to prevent violations. Any determination that we have violated the FCPA or other applicable anti-corruption, sanctions or export control laws could subject us to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business, financial condition and results of operations.

We currently generate substantially all of our revenues from either management fees and/or incentive fees. However, we intend to grow our business by offering additional products and services, by entering into new lines of business and by entering into, or expanding our presence in, new geographic markets. Introducing new types of investment structures, products and services could increase our operational costs and the complexities involved in managing such investments, including with respect to ensuring compliance with regulatory requirements and the terms of the investment. For example, we have recently launched certain funds that seek to

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capitalize on investment opportunities associated with projects undertaken by organized labor and investment opportunities accessed by investing with minority-owned investment firms, which in each case may be subject to greater levels of regulatory scrutiny. Also, we may serve as sponsor to one or more special purpose acquisition companies. To the extent we enter into new lines of business, we will face numerous risks and uncertainties, including risks associated with the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk, the required investment of capital and other resources and the loss of clients due to the perception that we are no longer focusing on our core business. In addition, we may from time to time explore opportunities to grow our business via acquisitions, partnerships, investments or other strategic transactions. There can be no assurance that we will successfully identify, negotiate or complete such transactions, that any completed transactions will produce favorable financial results or that we will be able to successfully integrate an acquired business with ours.

Entry into certain lines of business or geographic markets or the introduction of new types of products or services may subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, and may lead to increased litigation and regulatory risk. If a new business generates insufficient revenues or if we are unable to efficiently manage our expanded operations, our business, financial condition and results of operations could be materially and adversely affected.

Our future growth will depend in part on our ability to maintain an operating platform and management system sufficient to address our growth and may require us to incur significant additional expenses and to commit additional senior management and operational resources. As a result, we may face significant challenges in:

•

maintaining adequate financial, regulatory (legal, tax and compliance) and business controls;

•

providing current and future investors and shareholders with accurate and consistent reporting;

•

implementing new or updated information and financial systems and procedures; and

•

training, managing and appropriately sizing our work force and other components of our businesses on a timely and cost-effective basis.

We may not be able to manage our expanding operations effectively and may not be ready to continue to grow because of operational needs, and any failure to do so could adversely affect our ability to generate revenue and control our expenses. In addition, if we are unable to consummate or successfully integrate development opportunities, acquisitions or joint ventures, we may not be able to implement our growth strategy successfully.

In recent years, certain investors, including U.S. public pension funds and certain

non-U.S.

investors, have placed increasing importance on the impacts of investments to which they invest or commit capital, including with respect to environmental, social and governance (“ESG”) matters. Investors for whom ESG matters are a priority may decide to redeem or withdraw previously committed capital from our funds and accounts (where such withdrawal is permitted) or to not invest or commit capital to future funds or accounts as a result of their assessment of our approach to and consideration of the social cost of our investments or their assessment of the potential impact of investments made by our competitors’ funds and other products. To the extent our access to capital from investors, including public pension funds, is impaired, we may not be able to maintain or increase the size of our funds, investment vehicles or accounts or raise sufficient capital for new funds, investment vehicles or accounts, which may adversely impact our revenues.

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The transition to sustainable finance accelerates existing risks and raises new risks for our business that may impact our profitability and success. In particular, ESG matters have been the subject of increased focus by certain regulators, including in the US and the EU. A lack of harmonization globally in relation to ESG legal and regulatory reform leads to a risk of fragmentation in group level priorities as a result of the different pace of sustainability transition across global jurisdictions. This may create conflicts across our global business which could risk inhibiting our future implementation of, and compliance with, rapidly developing ESG standards and requirements. Failure to keep pace with sustainability transition could impact our competitiveness in the market and damage our reputation resulting in a material adverse effect on our business. In addition, failure to comply with applicable legal and regulatory changes in relation to ESG matters may attract increased regulatory scrutiny of our business and could result in fines and/or other sanctions being levied against us.

The European Commission has proposed legislative reforms, which include, without limitation: (a) Regulation 2019/2088 regarding the introduction of transparency and disclosure obligations for investors, funds and asset managers in relation to ESG factors, for which most rules took effect beginning on March 10, 2021; (b) a proposed regulation regarding the introduction of an

EU-wide taxonomy

of environmentally sustainable activities, which is proposed to take effect in a staggered approach beginning on January 1, 2022; and (c) amendments to existing regulations including MiFID II and AIFMD to embed ESG requirements. As a result of these legislative initiatives, we may be required to provide additional disclosure to investors in our funds with respect to ESG matters. This exposes us to increased disclosure risks, for example due to a lack of available or credible data, and the potential for conflicting disclosures may also expose us to an increased risk of misstatement litigation or miss-selling allegations. Failure to manage these risks could result in a material adverse effect on our business in a number of ways.

As of January 2021, ERISA regulations required that an ERISA plan fiduciary base its investment decisions solely on “pecuniary” factors, which include factors that the fiduciary “prudently determines are expected to have a material effect on the risk and/or return of an investment based on appropriate investment horizons consistent with the plan’s investment objectives and the funding policy established pursuant to section 402(b)(1) of ERISA.” The regulations provide a limited exception allowing an ERISA plan fiduciary to consider non-pecuniary factors where pecuniary factors are not determinative, provided certain substantive conditions are met. In October 2021, the Department of Labor proposed to amend the investment duty regulations under ERISA to remove the existing bias against environmental, social, governance and similar investment considerations and expressly provide that such considerations may be appropriate in investing ERISA plan assets. As of January 2022, such amendment has yet to be finalized.

We are exposed to data and cybersecurity risks that could result in data breaches, service interruptions, harm to our reputation, protracted and costly litigation or significant liability.

In connection with the products and services that we provide, we collect, use, store, transmit and otherwise process certain confidential, proprietary and sensitive information, including the personal information of

end-users,

third-party service providers and employees. We rely on the efficient, uninterrupted and secure operation of complex information technology systems and networks to operate our business and securely store, transmit and otherwise process such information. In the normal course of business, we also share information with our service providers and other third parties. A failure to safeguard the integrity, confidentiality, availability and authenticity of personal information, client data and our proprietary data from cyber-attacks, unauthorized access, fraudulent activity (e.g., check “kiting” or fraud, wire fraud or other dishonest acts), data breaches and other security incidents that we, our third-party service providers or our clients may experience may lead to modification, destruction, loss of availability or theft of critical and sensitive data pertaining to us, our clients or other third parties. While we have taken extensive precautions to protect such confidential, proprietary and sensitive information, including personal information, these risks were heightened due to our remote workforce due to the

COVID-19

pandemic. We have established a strategy designed to protect against threats and vulnerabilities containing preventive and detective controls including, but not limited to, firewalls, intrusion detection systems, computer forensics, vulnerability scanning, server hardening, penetration testing, anti-virus software, data leak prevention, encryption and centralized event correlation monitoring. All such protective

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measures, as well as additional measures that may be required to comply with rapidly evolving data privacy and security standards and protocols imposed by law, regulation, industry standards or contractual obligations, have and will continue to cause us to incur substantial expenses. Failure to timely upgrade or maintain computer systems, software and networks as necessary could also make us or our third-party service providers susceptible to breaches and unauthorized access and misuse. We may be required to expend significant additional resources to modify, investigate or remediate vulnerabilities or other exposures arising from data and cybersecurity risks.

Improper access to our or our third-party service providers’ systems or databases could result in the theft, publication, deletion or modification of confidential, proprietary or sensitive information, including personal information. An actual or perceived breach of our security systems or those of our third-party service providers may require notification under applicable data privacy regulations or contractual obligations. The accidental or unauthorized access to or disclosure, loss, destruction, disablement, corruption or encryption of, use or misuse of or modification of our, our clients’ or other third parties’ confidential, proprietary or sensitive information, including personal information, by us or our third-party service providers could result in significant fines, penalties, orders, sanctions and proceedings or actions against us by governmental bodies and other regulatory authorities, customers or third parties, which could materially and adversely affect our business, financial condition and results of operations. Any such proceeding or action, and any related indemnification obligations, could damage our reputation, force us to incur significant expenses in defense of such proceeding or action, distract our management, increase our costs of doing business or result in the imposition of financial liability.

Despite our efforts to ensure the integrity, confidentiality, availability, and authenticity of our proprietary systems and information, it is possible that we may not be able to anticipate or to implement effective preventive measures against all cyber threats. No security solution, strategy, or measures can address all possible security threats or block all methods of penetrating a network or otherwise perpetrating a security incident. The risk of unauthorized circumvention of our security measures or those of our third-party providers, clients and partners has been heightened by advances in computer and software capabilities and the increasing sophistication of hackers, including those operating on behalf of nation-state actors, who employ complex techniques involving the theft or misuse of personal and financial information, counterfeiting, “phishing” or social engineering incidents, account takeover attacks, denial or degradation of service attacks, malware, fraudulent payment and identity theft. Because the techniques used by hackers change frequently and are increasingly complex and sophisticated, and new technologies may not be identified until they are launched against a target, we and our third-party service providers may be unable to anticipate these techniques or detect an incident, assess its severity or impact, react or appropriately respond in a timely manner or implement adequate preventative measures. Our systems are also subject to compromise from internal threats, such as theft, misuse, unauthorized access or other improper actions by employees, service provides and other third parties with otherwise legitimate access to our systems or databases. The latency of a compromise is often measured in months, but could be years, and we may not be able to detect a compromise in a timely manner.

Due to applicable laws and regulations or contractual obligations, we may also be held responsible for any failure or cybersecurity breaches attributed to our third-party service providers as they relate to the information that we share with them. Although we generally have agreements relating to data privacy and security in place with our third-party service providers, they are limited in nature and we cannot guarantee that such agreements will prevent the accidental or unauthorized access to or disclosure, loss, destruction, disablement, corruption or encryption of, use or misuse of or modification of confidential, proprietary or sensitive information, including personal information, or enable us to obtain reimbursement from third-party service providers in the event we should suffer incidents resulting in accidental or unauthorized access to or disclosure, loss, destruction, disablement or encryption of, use or misuse of or modification of confidential, proprietary or sensitive information, including personal information. In addition, because we do not control our third-party service providers and our ability to monitor their data security is limited, we cannot ensure the security measures they take will be sufficient to protect confidential, proprietary or sensitive information (including personal information).

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Regardless of whether a security incident or act of fraud involving our solutions is attributable to us or our third-party service providers, such an incident could, among other things, result in improper disclosure of information, harm our reputation and brand, reduce the demand for our products and services, lead to loss of client business or confidence in the effectiveness of our security measures, disrupt normal business operations or result in our systems or products and services being unavailable. In addition, such incidents may require us to spend material resources to investigate or correct the incident and to prevent future security incidents, expose us to uninsured liability, increase our risk of regulatory scrutiny, expose us to protracted and costly litigation, trigger indemnity obligations, result in damages for contract breach, divert the attention of management from the operation of our business and otherwise cause us to incur significant costs or liabilities, any of which could affect our financial condition, results of operations and reputation. Moreover, there could be public announcements regarding any such incidents and any steps we take to respond to or remediate such incidents, and if securities analysts or investors perceive these announcements to be negative, it could, among other things, have a substantial adverse effect on the price of our common stock. In addition, our remediation efforts may not be successful. Further, any adverse findings in security audits or examinations could result in reputational damage to us, which could reduce the use and acceptance of our solutions, cause our customers to cease doing business with us or have a significant adverse impact on our revenue and future growth prospects. Furthermore, even if not directed at us specifically, attacks on other financial institutions could disrupt the overall functioning of the financial system or lead to additional regulation and oversight by federal and state agencies, which could impose new and costly compliance obligations.

We are subject to various risks and costs associated with the collection, processing, storage and transmission of personal data and other sensitive and confidential information. Personal data is information that can be used to identify a natural person, including names, photos, email addresses, or computer IP addresses. This data is wide ranging and relates to our clients, employees, counterparties and other third parties. Our compliance obligations include those relating to state laws, such as the California Consumer Privacy Act (“CCPA”), which provides for enhanced privacy protections for California residents, a private right of action for data breaches and statutory fines and damages for data breaches or other CCPA violations, as well as well as a requirement of “reasonable” cybersecurity. We are also required to comply with foreign data collection and privacy laws in various

non-U.S.

jurisdictions in which we have offices or conduct business, including the General Data Protection Regulation (“GDPR”), which applies to all organizations processing or holding personal data of EU data subjects (regardless of the organization’s location) as well as to organizations outside the EU that offer goods or services in the EU, or that monitor the behavior of EU data subjects. Compliance with the GDPR requires us to analyze and evaluate how we handle data in the ordinary course of business, from processes to technology. EU data subjects need to be given full disclosure about how their personal data will be used and stored. In that connection, consent must be explicit, and companies must be in a position to delete information from their global systems permanently if consent were withdrawn. Financial regulators and data protection authorities throughout the EU have broad audit and investigatory powers under the GDPR to probe how personal data is being used and processed. In addition, some countries and states are considering or have passed legislation implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our services. There are currently a number of proposals pending before federal, state, and foreign legislative and regulatory bodies.

Many statutory requirements include obligations for companies to notify individuals of security breaches involving certain personal information, which could result from breaches experienced by us or our third-party service providers. For example, laws in all 50 U.S. states require businesses to provide notice to customers whose personal information has been disclosed as a result of a data breach. These laws are not consistent, and compliance in the event of a widespread data breach is difficult and may be costly. Moreover, states have been frequently amending existing laws, requiring attention to changing regulatory requirements. In addition, we may be contractually required to notify clients,

end-investors

or other counterparties of a security breach. Although we may have contractual protections with our third-party service providers, any security breach, or actual or

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perceived

non-compliance

with privacy or security laws, regulations, standards, policies or contractual obligations, could harm our reputation and brand, expose us to potential liability and require us to expend significant resources on data security and in responding to any such incident or actual or perceived

non-compliance.

Any contractual protections we may have from our third-party service providers may not be sufficient to adequately protect us from any such liabilities and losses, and we may be unable to enforce any such contractual protections.

We make public statements about our use and disclosure of personal information through our privacy policy, information provided on our website and press statements. Although we endeavor to comply with our public statements and documentation, we may at times fail to do so or be alleged to have failed to do so. The publication of our privacy policy and other statements that provide promises and assurances about data privacy and security can subject us to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of our actual practices. In addition, from time to time, concerns may be expressed about whether our products and services compromise the privacy of clients and others. Even the perception, whether or not valid, of privacy concerns or any failure by us to comply with our posted privacy policies or with any legal or regulatory requirements, standards, certifications or orders or other privacy or consumer protection-related laws and regulations applicable to us may harm our reputation, inhibit adoption of our products by current and future customers or adversely impact our ability to attract and retain workforce talent.

Given the complexity of operationalizing data privacy and security laws and regulations to which we are subject, the maturity level of proposed compliance frameworks and the relative lack of guidance in the interpretation of the numerous requirements of the data privacy and security laws and regulations to which we are subject, we may not be able to respond quickly or effectively to regulatory, legislative and other developments, and these changes may in turn impair our ability to offer our existing or planned products and services or increase our cost of doing business. Although we work to comply with applicable laws and regulations, industry standards, contractual obligations and other legal obligations, such laws, regulations, standards and obligations are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. In addition, they may conflict with other requirements or legal obligations that apply to our business or the features and services that our adviser clients and their investor clients expect from our products and services. As such, we cannot assure ongoing compliance with all such laws, regulations, standards and obligations. Any failure, or perceived failure, by us to adequately address privacy and security concerns, even if unfounded, or to comply with applicable laws, regulations and standards, or with employee, client and other data privacy and data security requirements pursuant to contract and our stated privacy notice(s), could result in investigations or proceedings against us by data protection authorities, governmental entities or others, including class action privacy litigation in certain jurisdictions, which could subject us to fines, civil or criminal liability, public censure, claims for damages by customers and other affected individuals, damage to our reputation and loss of goodwill (in relation to both existing and prospective clients), or we could be required to fundamentally change our business activities and practices, which may not be possible in a commercially reasonable manner, or at all. Any or all of these consequences could have a material adverse effect on our operations, financial performance and business.

Our debt instruments contain, and any future debt instruments may contain, financial and other covenants that impose requirements on us and limit our and our subsidiaries’ ability to engage in certain transactions or activities, such as:

•

making certain payments in respect of equity interests, including, among others, the payment of dividends and other distributions, redemptions and similar payments, payments in respect of warrants, options and other rights, and payments in respect of subordinated indebtedness;

•

incurring additional debt;

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•

providing guarantees in respect of obligations of other persons;

•

making loans, advances and investments;

•

entering into transactions with investment funds and affiliates;

•

creating or incurring liens;

•

entering into negative pledges;

•

selling all or any part of the business, assets or property, or otherwise disposing of assets;

•

making acquisitions or consolidating or merging with other persons;

•

entering into sale-leaseback transactions;

•

changing the nature of our business;

•

changing our fiscal year;

•

making certain modifications to organizational documents or certain material contracts;

•

making certain modifications to certain other debt documents; and

•

entering into certain agreements with respect to the repayment of indebtedness.

There can be no assurance that we will be able to maintain leverage levels and other financial metrics in compliance with the financial covenants included in our debt instruments. These restrictions may limit our flexibility in operating our business, and any failure to comply with these financial and other covenants, if not waived, would cause a default or event of default. Our obligations under our debt instruments are secured by substantially all of our assets. In the case of an event of default, creditors may exercise rights and remedies, including the rights and remedies of a secured party, under such agreements and applicable law, which could have a material adverse effect on our business, financial condition and results of operations.

Confidentiality agreements with employees, consultants, and others may not adequately prevent disclosure of trade secrets and other proprietary information.

We have devoted substantial resources to the development of our proprietary technologies, investment solutions and services. To protect our proprietary rights, we enter into confidentiality, nondisclosure,

non-interference

and invention assignment agreements with our employees, consultants and independent contractors. However, we cannot guarantee that we have entered into such agreements with each party that has or may have had access to our trade secrets and proprietary

know-how.

Further, these agreements may not effectively prevent unauthorized disclosure of confidential information or unauthorized parties from copying aspects of our technologies, investment solutions or products or obtaining and using information that we regard as proprietary. Moreover, these agreements may not provide an adequate remedy in the event of such unauthorized disclosures of confidential information and we cannot assure you that our rights under such agreements will be enforceable. In addition, others may independently discover trade secrets and proprietary information, and in such cases, we could not assert any trade secret rights against such parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could reduce any competitive advantage we have developed and cause us to lose customers or otherwise harm our business.

We may face damage to our professional reputation and legal liability if our services are not regarded as satisfactory or for other reasons.

As a financial services firm, we depend to a large extent on our relationships with our clients and our reputation for integrity and high-caliber professional services to attract and retain clients. As a result, if a client is not satisfied with our services, such dissatisfaction may be more damaging to our business than to other types of businesses.

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In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against financial advisors has been increasing. Our asset management and advisory activities may subject us to the risk of significant legal liabilities to our clients and third parties, including our clients’ stockholders or beneficiaries, under securities or other laws and regulations for materially false or misleading statements made in connection with securities and other transactions. We make investment decisions on behalf of our clients that could result in substantial losses. Any such losses also may subject us to the risk of legal and regulatory liabilities or actions alleging negligent misconduct, breach of fiduciary duty or breach of contract. These risks often may be difficult to assess or quantify and their existence and magnitude often remain unknown for substantial periods of time. We may incur significant legal expenses in defending litigation. In addition, negative publicity and press speculation about us, our investment activities or the private markets in general, whether or not based in truth, or litigation or regulatory action against us or any third-party managers recommended by us or involving us may tarnish our reputation and harm our ability to attract and retain clients. Substantial legal or regulatory liability could have a material adverse effect on our business, financial condition and results of operations or cause significant reputational harm to us, which could seriously harm our business.

Our inability to obtain adequate insurance could subject us to additional risk of loss or additional expenses.

We may not be able to obtain or maintain sufficient insurance on commercially reasonable terms or with adequate coverage levels against potential liabilities we may face, which could have a material adverse effect on our business. We may face a risk of loss from a variety of claims, including those related to contracts, fraud, compliance with laws and various other issues, whether or not such claims are valid. Insurance and other safeguards might only partially reimburse us for our losses, if at all, and if a claim is successful and exceeds or is not covered by our insurance policies, we may be required to pay a substantial amount in respect of such successful claim. Certain losses of a catastrophic nature, such as public health crises, wars, earthquakes, typhoons, terrorist attacks or other similar events, may be uninsurable or may only be insurable at rates that are so high that maintaining coverage would cause an adverse impact on our business, in which case we may choose not to maintain such coverage.

Our international operations subject us to numerous risks.

We or our Affiliated Managers maintain operations in the United Kingdom and Hong Kong, among other places, and may grow our business into new regions with which we have less familiarity and experience, and this growth is important to our overall success. In addition, many of our investors are

non-U.S.

entities where we are expected to have a familiarity with the specific legal and regulatory requirements applicable to such investors. We rely upon stable and free international markets, not only in connection with seeking investors outside the U.S. but also in investing fund capital in these markets.

Our international operations carry special financial and business risks, which could include the following:

•

greater difficulties in managing and staffing foreign operations;

•

differences between the U.S. and foreign capital markets, such as for accounting, auditing, financial reporting and legal standards, practices and disclosure requirements;

•

fluctuations in foreign currency exchange rates that could adversely affect our results;

•

additional costs of complying with, and exposure to liability under, foreign regulatory regimes;

•

unexpected changes in trading policies, regulatory requirements, tariffs and other barriers;

•

longer transaction cycles;

•

higher operating costs;

•

local labor conditions and regulations;

•

adverse consequences or restrictions on the repatriation of earnings;

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•

potentially adverse tax consequences, such as trapped foreign losses;

•

less stable political and economic environments;

•

terrorism, political hostilities, war, public health crises and other civil disturbances or other catastrophic or pandemic events that reduce business activity;

•

cultural and language barriers and the need to adopt different business practices in different geographic areas; and

•

difficulty collecting fees and, if necessary, enforcing judgments.

As part of our

day-to-day operations

outside the United States, we are required to create compensation programs, employment policies, compliance policies and procedures and other administrative programs that comply with the laws of multiple countries. We also must communicate and monitor standards and directives across our global operations. Our failure to successfully manage and grow our geographically diverse operations could impair our ability to react quickly to changing business and market conditions and to enforce compliance with

non-U.S.

standards and procedures.

Any payment of distributions, loans or advances to and from our subsidiaries could be subject to restrictions on or taxation of dividends or repatriation of earnings under applicable local law, monetary transfer restrictions, foreign currency exchange regulations in the jurisdictions in which our subsidiaries operate or other restrictions imposed by current or future agreements, including debt instruments, to which our

non-U.S.

subsidiaries may be a party. Our business, financial condition and results of operations could be materially and adversely affected if we are unable to successfully manage these and other risks of international operations in a volatile environment. If our international business increases relative to our total business, these factors could have a more pronounced effect on our results of operations or growth prospects.

The success of our business depends on the identification and availability of suitable investment opportunities for our clients.

Our success largely depends on the identification and availability of suitable investment opportunities for our clients, including the success of underlying funds and products in which our clients invest. The availability of investment opportunities will be subject to market conditions and other factors outside of our control and the control of the investment managers with which we invest for our clients. Past returns of our clients have benefited from investment opportunities and general market conditions that may not continue or reoccur, including favorable borrowing conditions in the debt markets, and there can be no assurance that our clients or the underlying funds and other products in which we invest for our clients will be able to avail themselves of comparable opportunities and conditions. There can also be no assurance that the underlying funds and other products we select will be able to identify sufficient attractive investment opportunities to meet their investment objectives.

The due diligence process that we undertake in connection with investments may not reveal all facts that may be relevant in connection with an investment.

Before investing the assets of our clients, we conduct due diligence that we deem reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence, we may be required to evaluate important and complex business, financial, tax, accounting, technological, environmental, social, governance and legal and regulatory issues. Outside consultants, legal advisors and accountants may be involved in the due diligence process in varying degrees depending on the type of investment and the parties involved. Nevertheless, when conducting due diligence and making an assessment regarding an investment, we rely on the resources available to us, including information provided by the target of the investment and, in some circumstances, third-party investigations, and such an investigation will not necessarily result in the investment ultimately being successful. Moreover, the due diligence investigation that we will carry out with respect to any

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investment opportunity may not reveal or highlight all relevant facts or risks that are necessary or helpful in evaluating such investment opportunity. For example, instances of bribery, fraud, accounting irregularities and other improper, illegal or corrupt practices can be difficult to detect and may be more widespread in certain jurisdictions.

In addition, a substantial portion of our clients invest in underlying funds, and therefore we are dependent on the due diligence investigation of the underlying investment manager of such funds. We have little or no control over their due diligence process, and any shortcomings in their due diligence could be reflected in the performance of the investment we make with them on behalf of our funds. Poor investment performance could lead investors to terminate their agreements with us and/or result in negative reputational effects, either of which could have a material adverse effect on our business, financial condition and results of operations.

Many of the funds we manage, the funds in which we invest and portfolio companies within our funds and customized separate accounts currently rely on credit facilities either to facilitate efficient investing or for speculative purposes. If our funds are unable to obtain financing, or the underlying funds or the companies in which our funds invest are unable to access the structured credit, leveraged loan and high yield bond markets (or do so only at increased cost), the results of their operations may suffer if such markets experience dislocations, contractions or volatility. Any such events could adversely impact our funds’ ability to invest efficiently, and may impact the returns of our funds’ investments.

The absence of available sources of sufficient debt financing for extended periods of time or an increase in either the general levels of interest rates or in the risk spread demanded by sources of indebtedness would make it more expensive to finance those investments, and, in the case of rising interest rates, decrease the value of fixed-rate debt investments made by our funds. Certain investments may also be financed through fund-level debt facilities, which may or may not be available for refinancing at the end of their respective terms. Finally, limitations on the deductibility of interest expense on indebtedness used to finance our funds’ investments reduce the

after-tax rates

of return on the affected investments and make it more costly to use debt financing. Any of these factors may have an adverse impact on our business, results of operations and financial condition.

Similarly, private markets fund portfolio companies regularly utilize the corporate debt markets to obtain additional financing for their operations. The leveraged capital structure of such businesses increases the exposure of the funds’ portfolio companies to adverse economic factors such as rising interest rates, downturns in the economy or deterioration in the condition of such business or its industry. Any adverse impact caused by the use of leverage by portfolio companies in which we directly or indirectly invest could in turn adversely affect the returns of our funds.

Defaults by third-party investors could adversely affect that fund’s operations and performance.

Our business is exposed to the risk that investors that owe us money for our services may not pay us. We believe that this risk could potentially increase due to the current

COVID-19 pandemic.

Also, if investors default on their obligations to fund or similar commitments, there may be adverse consequences on the investment process, and we could incur losses and be unable to meet underlying capital calls. For example, certain of our funds may utilize lines of credit to fund investments. Because interest expense and other costs of borrowings under lines of credit are an expense of the fund, the fund’s net multiple of invested capital may be reduced, as well as the amount of carried interest generated by the fund. Any material reduction in the amount of carried interest generated by a fund may adversely affect our revenues.

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Each of our clients is operated pursuant to specific investment guidelines, which, with respect to our customized separate accounts, are often established collaboratively between us and the investor. Our failure to comply with these guidelines and other limitations could result in investors terminating their relationships with us or deciding not to commit further capital to us in respect of new or different funds. In some cases, these investors could also sue us for breach of contract and seek to recover damages from us. In addition, such guidelines may restrict our ability to pursue certain allocations and strategies on behalf of our investors that we believe are economically desirable, which could similarly result in losses to a client or termination of the client relationship and a corresponding reduction in AUM. Even if we comply with all applicable investment guidelines, our investors may nonetheless be dissatisfied with our investment performance or our services or fees and may terminate their investment with us or be unwilling to commit new capital to our funds. Any of these events could cause our earnings to decline and have a material adverse effect on our business, financial condition and results of operations.

We may not have control over the

day-to-day

operations of many of the funds included in our investments and we do not control the business of our Affiliated Managers.

Investments by most of our funds, as well as by our Affiliated Managers, will include debt instruments and equity securities of companies that we do not control. Our funds, as well as our Affiliated Managers, may invest through

co-investment arrangements

or acquire minority equity interests and may also dispose of a portion of the equity investments in portfolio companies over time in a manner that results in their retaining a minority investment. Consequently, the performance of our funds, as well as our Affiliated Managers, will depend significantly on the investment and other decisions made by third parties, which could have a material adverse effect on the returns achieved by our funds, as well as our Affiliated Managers. Portfolio companies in which the investment is made may make business, financial or management decisions with which we do not agree. In addition, the majority stakeholders or our management may take risks or otherwise act in a manner that does not serve our interests. If any of the foregoing were to occur, the values of our investments and the investments we have made on behalf of our clients could decrease and our financial condition, results of operations and cash flow could suffer as a result. The operations of our Affiliated Managers are not subject to our control.

Investments made on behalf of our clients may in many cases rank junior to investments made by other investors.

In many cases, the companies in which we invest on behalf of our clients have indebtedness or equity securities, or may be permitted to incur indebtedness or to issue equity securities, that rank senior to investments made on behalf of our clients. By their terms, these instruments may provide that their holders are entitled to receive payments of dividends, interest or principal on or before the dates on which payments are to be made in respect of our investments. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a company in which one or more of our clients hold an investment, holders of securities ranking senior to our client investments would typically be entitled to receive payment in full before distributions could be made in respect of our client investments. After repaying senior security holders, the company may not have any remaining assets to use for repaying amounts owed in respect of our client investments. To the extent that any assets remain, holders of claims that rank equally with our client investments would be entitled to share on an equal and ratable basis in distributions that are made out of those assets. Also, during periods of financial distress or following an insolvency, our ability to influence a company’s affairs and to take actions to protect investments by our clients may be substantially less than that of those holding senior interests.

Certain of our investments utilize special situation and distressed debt investment strategies that involve significant risks.

Our clients often invest in companies with weak financial conditions, poor operating results, substantial financial needs, negative net worth and/or special competitive or regulatory problems. These clients also invest in

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companies that are or are anticipated to be involved in bankruptcy or reorganization proceedings. In such situations, it may be difficult to obtain full information as to the exact financial and operating conditions of these companies. Additionally, the fair values of such investments are subject to abrupt and erratic market movements and significant price volatility if they are publicly traded securities, and are subject to significant uncertainty in general if they are not publicly traded securities. Furthermore, some of our clients’ distressed investments may not be widely traded or may have no recognized market. A client’s exposure to such investments may be substantial in relation to the market for those investments, and the assets are likely to be illiquid and difficult to sell or transfer. As a result, it may take a number of years for the market value of such investments to ultimately reflect their intrinsic value as perceived by us, if at all.

Our distressed investment strategies depend in part on our ability to successfully predict the occurrence of certain corporate events, such as debt and/or equity offerings, restructurings, reorganizations, mergers, takeover offers and other transactions, that we believe will improve the condition of the business. If the corporate event we predict is delayed, changed or never completed, the market price and value of the applicable fund’s investment could decline sharply.

In addition, these investments could subject us to certain potential additional liabilities that may exceed the value of our original investment. Under certain circumstances, payments or distributions on certain investments may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, a preferential payment or similar transaction under applicable bankruptcy and insolvency laws. In addition, under certain circumstances, a lender that has inappropriately exercised control of the management and policies of a debtor may have its claims subordinated or disallowed, or may be found liable for damages suffered by parties as a result of such actions. In the case where the investment in securities of troubled companies is made in connection with an attempt to influence a restructuring proposal or plan of reorganization in bankruptcy, our clients and/or we may become involved in substantial litigation.

Alvarium has identified a material weakness in its internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain an effective system of internal control over financial reporting, which may result in material misstatements of the Company’s consolidated financial statements or cause the Company to fail to meet its periodic reporting obligations following the consummation of the Business Combination.

As a private company, Alvarium has not been required to document and test its internal controls over financial reporting, nor has management been required to certify the effectiveness of its internal controls, and its auditors have not been required to opine on the effectiveness of its internal control over financial reporting. Similarly, Alvarium has not been subject to the SEC’s internal control reporting requirements. Following the Business Combination, the Company will become subject to the requirement for management to certify the effectiveness of its internal controls and, in due course, the requirement with respect to auditor attestation on internal control effectiveness.

In connection with the audit of Alvarium’s consolidated financial statements as of and for the years ended December 31, 2020 and 2019, Alvarium and its independent registered public accounting firm identified a material weakness in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness that Alvarium and its independent registered public accounting firm identified occurred because Alvarium (i) had inadequate processes and controls to ensure an appropriate level of precision related to its financial statement disclosures, and (ii) did not have sufficient resources with the adequate technical skills to meet the emerging needs of its financial reporting requirements.

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Management is in the process of implementing a remediation plan for this material weakness, including, among other things, hiring additional accounting personnel and implementing process level and management review controls and documentation policies to ensure financial statement disclosures are complete and accurate and to identify and address emerging risks. We can give no assurance that such efforts will remediate this deficiency in internal control over financial reporting or that additional material weaknesses in its internal control over financial reporting will not be identified in the future. Failure to implement and maintain effective internal control over financial reporting could result in errors in the Company’s consolidated financial statements that could result in a restatement of the Company’s financial statements, may subject the Company to litigation and investigations, and could cause the Company to fail to meet its reporting obligations, any of which could diminish investor confidence, cause a decline in the price of the Company’s Common Stock and limit its ability to access capital markets.

We have developed and continue to update strategies and procedures specific to our business for managing risks, which include market risk, liquidity risk, operational risk and reputational risk. Management of these risks can be very complex. These strategies and procedures may fail under some circumstances, particularly if we are confronted with risks that we have underestimated or not identified, including those related to the

COVID-19 pandemic.

Some of our risk evaluation methods depend upon information provided by others and public information regarding markets, clients or other matters that are otherwise accessible by us. If our policies and procedures are not fully effective or we are not successful in capturing all risks to which we are or may be exposed, we may suffer harm to our reputation or be subject to litigation or regulatory actions that could have a material adverse effect on our business, results of operations or financial condition.

We derive a substantial portion of our revenue from providing investment advisory services. The advisory or management contracts we have entered into with our clients, including the agreements that govern many of our investment funds, provide investors or, in some cases, the independent directors of applicable investment funds, with significant latitude to terminate such contracts, withdraw funds or liquidate funds by simple majority vote with limited notice or penalty, or to remove or terminate us as investment advisor (or equivalent). Our fee arrangements under any of our advisory or management contracts may be reduced (including at the behest of a fund’s board of directors). In addition, if a number of our investors terminate their contracts, or otherwise remove us from our advisory roles, liquidate funds or fail to renew management contracts on favorable terms, the fees or carried interest we earn could be reduced, which may cause our AUM, revenue and earnings to decline. In addition, we own, and may acquire in the future, minority interests with certain Affiliated Managers that contribute to our revenues. We do not have control over these Affiliated Managers, who may sell their business without our consent, or may have a contractual right to purchase our minority interest from us without our consent. The occurrence of either of these events could lead to a reduction in our revenues and profitability.

We rely on our management team to grow our business, and the loss of key management members, or an inability to hire key personnel, could harm our business.

While the success of our business is not tied to any particular person or group of “key persons,” the success of our business does depend on the efforts, judgment and reputations of our personnel generally, and in particular our experienced and senior personnel in investment, operational and executive functions. Our personnel’s reputation, expertise in investing and risk management and relationships with our clients and third parties on which our funds depend for investment opportunities are each critical elements in operating and expanding our business. However, we may not be successful in our efforts to retain our most valued employees, as the market for alternative asset management professionals is extremely competitive. The loss of one or more members of our

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senior team could harm our business and jeopardize our relationships with our clients and members of the investing community. Accordingly, the retention of our personnel is crucial to our success. Nearly all of our managing directors and many of our executive directors are subject to long-term employment contracts that contain various incentives and restrictive covenants designed to retain these employees for the long-term success of our business, but none of them are obligated to remain actively involved with us. In addition, if any of our personnel were to join or form a competitor, following any required restrictive period set forth in their employment agreements, some of our investors could choose to invest with that competitor rather than with us. The loss of the services of one or more members of our senior team could have a material adverse effect on our business, financial condition and results of operations, including our performance, our ability to retain and attract funds and highly qualified employees and our ability to raise new funds. Any change to our senior management team could have a material adverse effect on our business, financial condition and results of operations.

We do not carry any “key person” insurance that would provide us with proceeds in the event of the death or disability of any of our personnel. In addition, certain of our funds have key person provisions that are triggered upon the loss of services of one or more specified employees and could, upon the occurrence of such event, provide the investors in these funds with certain rights such as rights providing for the termination or suspension of the funds’ investment periods and/or wind-down of the funds. Accordingly, the loss of such personnel could result in significant disruption of certain funds’ investment activities, which could have a material adverse impact on our business, financial condition and results of operations, and could harm our ability to maintain or grow our assets under management in existing funds or raise additional funds in the future. Similarly, to the extent there is a perception in the market that one or more of our employees is critical to the success of a particular investment strategy, the loss of one or more such employees could lead investors to redeem from our funds or choose not to make further investments in existing or future funds that we manage, which would correspondingly reduce our management fees and potential to earn incentive fees.

Risks Related to Being a Public Company

Our management team has limited experience managing a public company.

Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the

day-to-day

management of our business, which could adversely affect our business, results of operations and financial condition.

Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

As a public company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. As an “emerging growth company,” as defined in the JOBS Act, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404 until the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event that it is not satisfied with the level at which our controls are documented, designed or operating.

To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing additional internal controls and procedures and hiring additional accounting or internal

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audit staff. Testing and maintaining internal controls can divert our management’s attention from other matters that are important to the operation of our business. If we identify material weaknesses in our internal controls over financial reporting or are unable to comply with the requirements of Section 404 or assert that our internal controls over financial reporting are effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our ordinary shares could be negatively affected, and we could become subject to investigations by the SEC or other regulatory authorities, which could require additional financial and management resources.

Cartesian may face litigation and other risks as a result of the material weakness in its internal control over financial reporting.

On April 12, 2021, the staff of the SEC (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity.

Following the issuance of the SEC Staff Statement, Cartesian’s audit committee concluded that it was appropriate to restate Cartesian’s previously-issued balance sheet as of February 26, 2021 (the “First Restatement”). As part of the First Restatement, Cartesian identified a material weakness in its internal control over financial reporting.

In light of recent comment letters issued by the SEC Staff, Cartesian has re-evaluated its application of ASC 480-10-S99-3A to its accounting classification of its Public Shares. Historically, a portion of the Public Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that Cartesian will consummate its initial business combination only if Cartesian has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, Cartesian’s management determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete Cartesian’s initial business combination.

Therefore, Cartesian’s audit committee concluded that it was appropriate to restate Cartesian’s previously issued (i) balance sheet as of February 26, 2021, as previously restated in Cartesian’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, (ii) interim financial statements for the quarterly period ended March 31, 2021 and (iii) interim financial statements for the quarterly period ended June 30, 2021 (the “Second Restatement” and, together with the First Restatement, the “Restatements”). As part of the Second Restatement, Cartesian identified a material weakness in its internal control over financial reporting.

As a result of such material weaknesses, the Restatements, the change in accounting for Cartesian’s Private Placement Warrants, Public Warrants and Public Shares and other matters raised or that may in the future be raised by the SEC, Cartesian may face potential for litigation or other disputes, including, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the Restatements and material weaknesses in Cartesian’s internal control over financial reporting and the preparation of Cartesian’s financial statements. As of the date of this proxy statement/prospectus statement, Cartesian has no knowledge of any such litigation or dispute. However, Cartesian can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on Cartesian’s business, results of operations and financial condition or its ability to complete the Business Combination.

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We cannot reasonably estimate the cost of such remediation plan at this time.

We can give no assurance that such efforts will remediate this deficiency in internal control over financial reporting or that additional material weaknesses in its internal control over financial reporting will not be identified in the future. Failure to implement and maintain effective internal control over financial reporting could result in errors in the Company’s consolidated financial statements that could result in a restatement of the Company’s financial statements, may subject the Company to litigation and investigations, and could cause the Company to fail to meet its reporting obligations, any of which could diminish investor confidence, cause a decline in the price of the Company’s Common Stock and limit its ability to access capital markets.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our shares or if our results of operations do not meet their expectations, our share price and trading volume could decline.

The trading market for our shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. Securities and industry analysts do not currently, and may never, publish research on us. If no securities or industry analysts commence coverage of us, the trading price of our shares would likely be negatively impacted. In the event securities or industry analysts initiated coverage, and one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their expectations, our share price could decline.

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As a public company, we will become subject to additional laws, regulations and stock exchange listing standards, which will impose additional costs on us and may strain our resources and divert our management’s attention.

As a company with publicly-traded securities, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing requirements of Nasdaq and other applicable securities laws and regulations. These rules and regulations require that we adopt additional controls and procedures and disclosure, corporate governance and other practices thereby significantly increasing our legal, financial and other compliance costs. These new obligations will also make other aspects of our business more difficult, time-consuming or costly and increase demand on our personnel, systems and other resources. For example, to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we will need to commit significant resources, hire additional staff and provide additional management oversight. Furthermore, as a result of disclosure of information in this proxy statement/prospectus and in our Exchange Act and other filings required of a public company, our business and financial condition will become more visible, which we believe may give some of our competitors who may not be similarly required to disclose this type of information a competitive advantage. In addition to these added costs and burdens, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our ordinary shares, fines, sanctions, other regulatory actions and civil litigation, any of which could negatively affect the price of our shares of common stock.

Our quarterly operating results and other operating metrics may fluctuate from quarter to quarter, which makes these metrics difficult to predict.

Our quarterly operating results and other operating metrics have fluctuated in the past and may continue to fluctuate from quarter to quarter. As a result, you should not rely on our past quarterly operating results as indicators of future performance. You should take into account the risks and uncertainties frequently encountered by companies in rapidly evolving markets. Our financial condition and operating results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including the performance of our investments, competition with other market participants, and changes in market and economic conditions, including as a result of the ongoing

COVID-19

pandemic).

Any one of the factors above or the cumulative effect of some of the factors above may result in significant fluctuations in our operating results.

The variability and unpredictability of our quarterly operating results or other operating metrics could result in our failure to meet our expectations or those of analysts that cover us or investors with respect to revenue or other operating results for a particular period. If we fail to meet or exceed such expectations, the market price of our shares of common stock could fall substantially, and we could face costly lawsuits, including securities class action suits.

The requirements of being a public company, including maintaining adequate internal control over our financial and management systems, may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members.

As a public company we will incur significant legal, accounting, and other expenses that we did not incur as a private company. We will be subject to reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, the rules subsequently implemented by the SEC, the rules and regulations of the listing standards of Nasdaq, and other applicable securities rules and regulations. Compliance with these rules and regulations will likely strain our financial and management systems, internal controls, and employees.

The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results. Moreover, the Sarbanes-Oxley Act requires, among other things,

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that we maintain effective disclosure controls and procedures, and internal control, over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures, and internal control over, financial reporting to meet this standard, significant resources and management oversight may be required. If we have material weaknesses or deficiencies in our internal control over financial reporting, we may not detect errors on a timely basis and our consolidated financial statements may be materially misstated. Effective internal control is necessary for us to produce reliable financial reports and is important to prevent fraud.

In addition, we will be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act when we cease to be an emerging growth company. We expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, operating results, and financial condition. Although we have already engaged additional resources to assist us in complying with these requirements, our finance team is small and we may need to hire more employees in the future, or engage outside consultants, which will increase our operating expenses.

We also expect that being a public company and complying with applicable rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantially higher costs to obtain and maintain the same or similar coverage. These factors could also make it more difficult for us to attract and retain qualified members of our Board and qualified executive officers.

Our ability to raise capital in the future may be limited.

Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both. However, the lapse or waiver of any lock up restrictions or any sale or perception of a possible sale by our shareholders, and any related decline in the market price of our ordinary shares, could impair our ability to raise capital. Separately, additional financing may not be available on favorable terms, or at all. If adequate funds are not available on acceptable terms, we may be unable to fund our capital requirements. If we issue new debt securities, the debt holders would have rights senior to holders of ordinary shares to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our ordinary shares. If we issue additional equity securities, existing shareholders will experience dilution, and the new equity securities could have rights senior to those of our ordinary shares. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our shareholders bear the risk of our future securities offerings reducing the market price of our ordinary shares and diluting their interest.

The forecasts of market growth and other projections included in this proxy statement/prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you that our business will grow at a similar rate, if at all.

Growth forecasts and projections are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The forecasts in this proxy statement/prospectus relating to the expected growth in the financial services market, may prove to be inaccurate. Even if the markets experience the forecasted growth described in this proxy statement/prospectus, we may not grow our business at a similar rate, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this proxy statement/prospectus should not be taken as indicative of our future growth.

The Business Combination involves the integration of businesses that currently operate as independent businesses. Each of the companies will be required to devote attention and resources to integrating their business practices and operations following the Closing, and prior to the Business Combination, our attention and

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resources will be required to plan for such integration. The companies may encounter potential difficulties in the integration process including the following:

•

the inability to successfully integrate the businesses, including operations, technologies, products and services, in a manner that permits the Target Companies or the Company to achieve the cost savings and operating synergies anticipated to result from the Business Combination, which could result in the anticipated benefits of the Business Combination not being realized partly or wholly in the time frame currently anticipated or at all;

•

the necessity of coordinating geographically separated organizations, systems and facilities;

•

potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the Business Combination;

•

the integration of personnel with diverse business backgrounds and business cultures, while maintaining focus on providing consistent, high-quality products and services;

•

the consolidation and rationalization of information technology platforms and administrative infrastructures as well as accounting systems and related financial reporting activities; and

•

the challenge of preserving important relationships of the Target Companies and resolving potential conflicts that may arise.

Furthermore, it is possible that the integration process could result in the loss of talented employees or skilled workers of the Target Companies. The loss of talented employees and skilled workers could adversely affect the Target Companies or the Company’s ability to successfully conduct their respective businesses because of such employees’ experience and knowledge of the respective business. In addition, the Target Companies or the Company could be adversely affected by the diversion of our attention and any delays or difficulties encountered in connection with the integration of the Target Companies. The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of the businesses. If the Target Companies or the Company experience difficulties with the integration process, the anticipated benefits of the Business Combination may not be realized fully or at all, or may take longer to realize than expected. These integration matters could have an adverse effect on the business, results of operations, financial condition or prospects of the Target Companies or the Company during this transition period and for an undetermined period after completion of the Business Combination.

An active market for our common stock may not be sustained, which may inhibit the ability of our stockholders to sell shares of our common stock.

Although Cartesian’s units, Public Shares and Public Warrants are currently listed on Nasdaq under the symbols “GLBLU”, “GLBL” and “GLBLW”, respectively, and we intend 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, we cannot assure you that an active trading market for our common stock will continue on that exchange or elsewhere. Accordingly, we cannot assure you of the likelihood of your ability to sell your shares of our common stock when desired, the prices that you may be able to obtain for your shares or the liquidity of any trading market.

Risks Related to Cartesian

You have limited rights or interests in funds in the trust account. To liquidate your investment, therefore, you may be forced to sell your Public Shares or warrants, potentially at a loss.

Public Shareholders will be entitled to receive funds from the trust account only upon (i) such shareholder’s exercise of Redemption Rights in connection with Cartesian’s initial business combination (which will be the Business Combination should it occur) and then only in connection with those Cartesian ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the Redemption of

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any Public Shares properly tendered in connection with a shareholder vote to amend the Existing Articles to (A) modify the substance or timing of Cartesian’s obligation to redeem 100% of the Public Shares if Cartesian does not complete an initial business combination by February 26, 2023 or (B) with respect to any other material provisions relating to shareholders’ rights or

pre-business combination

activity and (iii) the Redemption of Public Shares if Cartesian is unable to complete an initial business combination by February 26, 2023, subject to applicable law and as further described herein. In that case, Public Shareholders may be forced to wait beyond February 26, 2023 before they receive funds from the trust account. In no other circumstances will a Public Shareholder have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss.

If you or a “group” of shareholders are deemed to hold in excess of 15% of Cartesian’s Public Shares, you will lose the ability to redeem all such shares in excess of 15% of Cartesian’s Public Shares.

The Existing Articles provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted (without our prior consent) from seeking Redemption Rights with respect to more than an aggregate of 15% of the shares sold in Cartesian’s IPO, which is referred to as the “Excess Shares.” However, such shareholders may vote all their shares (including Excess Shares) for or against the Business Combination. Your inability to redeem the Excess Shares will reduce your influence over Cartesian’s ability to complete the Business Combination and you could suffer a material loss on your investment in Cartesian if you sell Excess Shares in open market transactions. Additionally, you will not receive Redemption distributions with respect to the Excess Shares if Cartesian completes the Business Combination. As a result, you will continue to hold that number of Public Shares exceeding 15% and, in order to dispose of such shares, would be required to sell such shares in open market transactions, potentially at a loss.

Cartesian’s shareholders may be held liable for claims by third parties against Cartesian to the extent of distributions received by them upon Redemption of their shares.

If Cartesian is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against Cartesian which is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Cartesian’s shareholders. Furthermore, because Cartesian intends to distribute the proceeds held in the trust account to Cartesian’s Public Shareholders promptly after expiration of the time Cartesian has to complete an initial business combination, this may be viewed or interpreted as giving preference to Cartesian’s Public Shareholders over any other potential creditors with respect to access to, or distributions from Cartesian’s assets. Furthermore, the Board may be viewed as having breached its fiduciary duties to Cartesian or Cartesian’s creditors and/or having acted in bad faith, thereby exposing itself and Cartesian to claims of punitive damages, by paying Public Shareholders from the trust account prior to addressing the claims of creditors. There is no assurance that claims will not be brought against Cartesian for these reasons.

Although Cartesian seeks to have all vendors, service providers (other than its independent auditors), prospective target businesses or other entities with which it does business execute agreements with Cartesian waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of Cartesian’s Public Shareholders, as well as distributions to Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Public Shareholders or claims challenging the enforceability of the waiver.

If third parties bring claims against Cartesian, the proceeds held in the trust account could be reduced and the Redemption Price received by Public Shareholders may be less than $10.00 per share.

Cartesian’s placing of funds in the trust account may not protect those funds from third-party claims against Cartesian. Although Cartesian seeks to have all vendors, service providers (other than its independent registered

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public accounting firm), prospective target businesses or other entities with which it does business execute agreements with Cartesian waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of Cartesian’s Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary duty or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Cartesian’s assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, Cartesian’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to Cartesian than any alternative.

Examples of possible instances where Cartesian may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Cartesian and agree not to seek recourse against the trust account for any reason. Upon Redemption of Cartesian’s Public Shares, if Cartesian is unable to complete its initial business combination within the prescribed time frame, or upon the exercise of a Redemption Right in connection with the Business Combination, Cartesian will be required to provide for payment of claims of creditors that were not waived that may be brought against Cartesian within the ten years following Redemption. Accordingly, the Redemption Price received by Public Shareholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors.

Pursuant to the IPO Letter Agreement with Sponsor, the Sponsor has agreed that it will be liable to Cartesian if and to the extent any claims by a vendor (other than Cartesian’s independent registered public accounting firm) for services rendered or products sold to Cartesian, or a prospective target business with which Cartesian has discussed entering into a transaction 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, 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 Cartesian’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. Cartesian believes that the Sponsor’s only assets are securities of Cartesian, and Cartesian has neither undertaken any efforts to independently verify whether the Sponsor has sufficient funds available to satisfy its indemnification obligations, nor asked the Sponsor to reserve for such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for an initial business combination and Redemptions could be reduced to less than $10.00 per Public Share without any meaningful recourse against the Sponsor. In such event, Cartesian may not be able to complete an initial business combination, and you would receive such lesser amount per share in connection with any Redemption of your Public Shares.

None of Cartesian’s officers or directors will indemnify Cartesian for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Cartesian’s directors may decide not to enforce the indemnification obligations of the Sponsor under the IPO Letter Agreement, resulting in a reduction in the amount of funds in the trust account available for distribution to Cartesian’s Public Shareholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per Public Share or (ii) such lesser amount per share held in the trust account as of the date of the liquidation of the trust account

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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 the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Cartesian’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While Cartesian currently expects that its independent directors would take legal action on behalf of Cartesian against the Sponsor to enforce their indemnification obligations to Cartesian, it is possible that Cartesian’s independent directors, in exercising their business judgment, may choose not to do so in any particular instance. If Cartesian’s independent directors choose not to enforce these indemnification obligations, there may be less funds in the trust account available for distribution to Cartesian’s Public Shareholders.

If, after Cartesian distributes the proceeds in the trust account to its Public Shareholders, Cartesian files a bankruptcy petition or an involuntary bankruptcy petition is filed against Cartesian that is not dismissed, a bankruptcy court may seek to recover such proceeds and the members of the Board may be viewed as having breached their fiduciary duties to Cartesian’s creditors, thereby exposing the members of the Board and Cartesian to claims of punitive damages.

If, after Cartesian distributes the proceeds in the trust account to its Public Shareholders, Cartesian files a bankruptcy petition or an involuntary bankruptcy petition is filed against Cartesian that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Cartesian’s shareholders. In addition, the Board may be viewed as having breached its fiduciary duty to Cartesian’s creditors and/or having acted in bad faith, thereby exposing itself and Cartesian to claims of punitive damages, by paying Public Shareholders from the trust account prior to addressing the claims of creditors.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect the business, investments and results of operations of Cartesian.

Cartesian is subject to laws and regulations enacted by national, regional and local governments. In particular, Cartesian is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the business, investments and results of operations of Cartesian. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on Cartesian’s business and results of operations.

Cartesian may face litigation and other risks as a result of the material weakness in its internal control over financial reporting.

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Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that Cartesian will consummate its initial business combination only if Cartesian has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, Cartesian’s management determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete Cartesian’s initial business combination.

Your unexpired Warrants may be redeemed prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.

Outstanding Warrants may be redeemed at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the last reported sales price of the Company’s ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30

trading-day period

ending on the third trading day prior to the date the Company sends the notice of Redemption to the Warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its Redemption Rights if the issuance of ordinary shares upon exercise of the Warrants is not exempt from registration or qualification under applicable state blue sky laws or Cartesian is unable to effect such registration or qualification, subject to the Company’s obligation in such case to use its best efforts to register or qualify the Class A ordinary shares under the blue sky laws of the state of residence in those states in which the Warrants were initially offered by Cartesian in its IPO. Redemption of the outstanding Warrants could force you to (i) exercise your Warrants and pay the exercise price at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal Redemption Price which, at the time the outstanding warrants are called for Redemption, is likely to be substantially less than the market value of your Warrants. None of the Private Placement Warrants will be redeemable by the Company so long as they are held by their initial purchasers or their permitted transferees.

Cartesian is an emerging growth company within the meaning of the Securities Act and Cartesian has taken advantage of certain exemptions from disclosure requirements available to emerging growth companies; this could make the Company’s securities less attractive to investors and may make it more difficult to compare the Company’s performance with other public companies.

Cartesian (and the Company following the Business Combination) is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and has taken advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, which exemptions include, but are not limited to, not being required to comply with the auditor

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attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in Cartesian’s periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on certain executive compensation matters. As a result, Cartesian’s shareholders may not have access to certain information they may deem important. Cartesian and the Company may be an emerging growth company for up to five years from the IPO, although circumstances could cause the loss of that status earlier, including if the market value of the ordinary shares of the Company held by

non-affiliates exceeds

$700 million as of any June 30 before that time, in which case the Company would no longer be an emerging growth company as of the following December 31. Cartesian cannot predict whether investors will find its (or the Company’s) securities less attractive because Cartesian (or the Company) rely on these exemptions. If some investors find the securities less attractive as a result of reliance on these exemptions, the trading prices of the Company’s securities may be lower than they otherwise would be, there may be a less active trading market for the Company’s securities and the trading prices of the securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging growth

companies but any such an election to opt out is irrevocable. Cartesian has elected not to opt out of such extended transition period. Accordingly, when a standard is issued or revised and it has different application dates for public or private companies, Cartesian (or the Company following the Business Combination), as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard, unless early adoption is permitted by the standard. This may make comparison of Cartesian’s and the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Our Proposed Charter will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our Proposed Charter will require, to the fullest extent permitted by law, that, unless we consent in writing to the selection of an alternative forum, (i) derivative actions brought in our name, (ii) actions asserting a claim of breach of fiduciary duty owed by any director, officer or stockholder of the Company following the Business Combination, (iii) actions asserting a claim pursuant to the DGCL, the Proposed Charter or the bylaws of the Company following the Domestication, or (iv) actions asserting claims governed by the internal affairs doctrine, may be brought only in the Court of Chancery in the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware). Subject to the preceding sentence, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. However, such forum selection provisions will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find the choice of forum provision contained in the Proposed Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

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Additionally, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, the Proposed Charter will provide that the federal district courts of the United States of America will have jurisdiction over any action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and consented to the forum provisions in our Proposed Charter.

Upon completion of the Business Combination, the rights of holders of Cartesian’s common stock arising under the DGCL will differ from and may be less favorable to the rights of holders of Cartesian’s ordinary shares arising under Cayman Islands law.

Upon completion of the Domestication and the Business Combination, the rights of holders of Cartesians’ common stock will arise under the DGCL. The DGCL contains provisions that differ in some respects from those in the Cayman Islands Companies Act, and, therefore, some rights of holders of Cartesian’s common stock will differ from the rights that holders of Cartesian’s ordinary shares currently possess. For instance, while class action lawsuits are generally not available to shareholders under Cayman Islands law, such actions are generally available under Delaware law. This change could increase the likelihood that Cartesian becomes involved in costly litigation, which could have a material adverse effect on the Company.

For a more detailed description of the rights of holders of the Company’s common stock under the DGCL and how they may differ from the rights of holders of the Company’s ordinary shares under Cayman Islands law, please see the section titled “

Proposal No.

—

The Domestication Proposal.

”

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SPECIAL MEETING OF THE SHAREHOLDERS

General

Cartesian is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by Cartesian’s Board for use at the Special Meeting to be held on , 2022, and at any adjournments or postponements thereof. This proxy statement/prospectus is first being furnished to Cartesian’s shareholders on or about , 2022 in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement/prospectus provides Cartesian’s shareholders with information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting.

Date, Time and Place of Special Meeting

COVID-19

Registering for the Special Meeting

Pre-registration at is

recommended but is not required in order to attend.

•

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. Pre-registration is

recommended but is not required in order to attend.

•

Beneficial shareholders (those holding shares through a stock brokerage account or 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

Purpose of the Special Meeting

At the Special Meeting, Cartesian is asking holders of its ordinary shares:

•

To consider and vote upon the Business Combination Proposal. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1;

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•

To consider and vote upon the Domestication Proposal;

•

To consider and vote upon the Organizational Documents Proposal. Copies of the Proposed Organizational Documents are attached to this proxy statement/prospectus as Annexes

B-1,

B-2

and C;

•

To consider and vote upon the Advisory Charter Proposals;

•

To consider and vote upon the Stock Issuance Proposal;

•

To consider and vote upon the Equity Incentive Plan Proposal. A copy of the Equity Incentive Plan is attached to this proxy statement/prospectus as Annex I;

•

To consider and vote upon the Employee Stock Purchase Plan Proposal. A copy of the Employee Stock Purchase Plan is attached to this proxy statement/prospectus as Annex J;

•

To consider and vote upon the Election of Directors Proposal;

•

To consider and vote upon the Adjournment Proposal, if it is presented at the Special Meeting.

Recommendation of the Board with Respect to the Proposals

Record Date; Who is Entitled to Vote

We have fixed the close of business on , 2022, as the “Record Date” for determining the shareholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on , 2022, there were 43,125,000 ordinary shares outstanding and entitled to vote. Each ordinary share is entitled to one vote per share at the Special Meeting.

Our initial shareholders and our other officers and directors at the time of the IPO entered into letter agreements to vote their Class B ordinary shares and 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 chat ordinary shares and Class B ordinary shares.

Quorum

The presence, in person (which would include presence at the Special Meeting) or by proxy, of shareholders holding a majority of the shares entitled to vote at the Special Meeting constitutes a quorum at the Special Meeting.

Abstentions

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.

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Vote Required for Approval

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

•

Business Combination Proposal

•

Domestication Proposal

: The approval of the Domestication Proposal requires the affirmative vote of at least

two-thirds

•

Organizational Documents Proposal

: The approval of the Organizational Documents Proposal requires the affirmative vote of at least

two-thirds

•

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

•

Equity Incentive Plan Proposal

•

Employee Stock Purchase Plan Proposal

•

Election of Directors Proposal

: The approval of each director put 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

Under the Business Combination Agreement, the approval of each of the Condition Precedent Proposals (

i.e.,

the Business Combination 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

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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.

Voting Your Shares

Each ordinary share that you own in your name entitles you to one vote. Your proxy card shows the number of Cartesian ordinary shares that you own. 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. There are two ways to vote your Cartesian ordinary shares at the Special Meeting.

•

You Can Vote by Signing and Returning the Enclosed Proxy Card

. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by Cartesian’s board “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. Votes received after a matter has been voted upon at the Special Meeting will not be counted.

•

You Can Attend the Special Meeting and Vote in Person

. 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

— Registering for the Special Meeting

” above for further details on how to attend the Special Meeting.

Revoking Your Proxy

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.

Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your ordinary shares, you may call 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.

Vote of Cartesian’s Sponsor, Directors and Officers

Cartesian entered into letter agreements with the Sponsor, directors and officers, pursuant to which each agreed to vote ordinary shares owned by them in favor of an initial business combination.

Cartesian’s Sponsor, directors and officers have waived any Redemption Rights, including with respect to any ordinary shares purchased in the IPO or in the aftermarket, in connection with the Business Combination.

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The shares held by our Sponsor have no redemption rights upon our liquidation and will be worthless if no Business Combination is effected by us by February 26, 2023. However, our initial shareholders are entitled to Redemption Rights upon our liquidation with respect to any Public Shares they may own.

Redemption Rights

Public Shareholders may seek to redeem the Public Shares that they hold, regardless of whether they vote for the proposed Business Combination, against the proposed Business Combination or do not vote in relation to the proposed Business Combination. Any Public Shareholder may request redemption of their Public Shares 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 holder properly seeks redemption as described in this section and the Business Combination is consummated, the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act) will be restricted from seeking Redemption Rights with respect to 15% or more 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.

Cartesian’s initial shareholders will not have Redemption Rights with respect to any Cartesian ordinary shares owned by them, directly or indirectly.

You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)

(ii)

If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Public Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. In the event the proposed Business Combination is not consummated this may result in an additional cost to shareholders for the return of their 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 Closing not to elect to exercise such rights, it may simply request that Cartesian instruct our Transfer

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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. We will be required to honor such request only if made prior to the deadline for exercising redemption requests.

If the Business Combination is not approved or completed for any reason, then Cartesian’s Public Shareholders who elected to exercise their Redemption Rights will not be entitled to redeem their shares. In such case, Cartesian will promptly return any shares previously delivered by public holders.

The closing price of Class A ordinary shares on , 2022 was $ . The amount held in our trust account was $345,024,019 as of September 30, 2021, implying a value of $10.00 per Public Share. Prior to exercising Redemption Rights, shareholders should verify the market price of Class A ordinary shares as they may receive higher proceeds from the sale of their Class A ordinary shares in the public market than from exercising their Redemption Rights if the market price per share is higher than the redemption price. Cartesian cannot assure our shareholders that they will be able to sell their Class A ordinary shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when our shareholders wish to sell their 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 those Public Shares. You will be entitled to receive cash for your Public Shares only if you properly exercise your right to redeem the Public Shares you hold, no later than the close of the vote on the Business Combination Proposal, and deliver your 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), and the Business Combination is consummated.

Appraisal Rights

Neither Cartesian shareholders nor Cartesian 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 Costs

Cartesian is soliciting proxies on behalf of our Board. This solicitation is being made by mail but also may be made by telephone or in person. Cartesian and our directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Cartesian will bear the cost of the solicitation.

Cartesian has hired Morrow Sodali LLC to assist in the proxy solicitation process. Cartesian will pay that firm a fee of $37,500.00, plus disbursements. Such fee will be paid

with non-Trust

Account funds.

Cartesian will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Cartesian will reimburse them for their reasonable expenses.

Potential Purchases of Public Shares and/or Warrants

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic 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.

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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.

Form 8-K to

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

”, “

— Interests of Certain Persons in the Business Combination

” and “

Beneficial Ownership of Securities

” for more information and other risks.

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PROPOSAL NO. 1 - THE BUSINESS COMBINATION PROPOSAL

Holders of Cartesian ordinary shares are being asked to approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination. Cartesian shareholders should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, substantially in the form attached as Annex A-1 to this proxy statement/prospectus. You are urged to carefully read the Business Combination Agreement in its entirety before voting on this proposal.

Cartesian may consummate the Business Combination only if it is approved by 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.

Background of the Business Combination

The terms of the Business Combination Agreement and ancillary agreements are the result of negotiations among representatives of Cartesian and the Target Companies. The following is a brief description of the background of these negotiations and related transactions.

Cartesian is a blank-check company incorporated as a Cayman Islands exempted company on December 18, 2020. Cartesian was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or reorganization or engaging in any other similar business transaction with one or more operating businesses or entities.

In December 2020, the Sponsor purchased 7,187,500 Class B ordinary shares, par value $0.0001, for an aggregate purchase price of $25,000, or approximately $0.003 per share. In February 2021, Cartesian effectuated a recapitalization resulting in the initial shareholders, including the Sponsor, holding an aggregate of 8,625,000 founder shares. Up to 1,125,000 of such founder shares were subject to forfeiture, such that the founder shares would comprise 20% of the issued and outstanding shares of all classes of ordinary shares of Cartesian after the IPO and the exercise, if any, of the over-allotment option. As a result of the underwriters’ election to fully exercise their over-allotment option (as described below), none of the Class B ordinary shares are subject to forfeiture any longer.

On February 26, 2021, Cartesian consummated its IPO of 34,500,000 units at a price of $10.00 per unit, which included the issuance of 4,500,000 units issued as a result of the full exercise by the underwriters of their over-allotment option, generating gross proceeds of $345 million. Each unit consists of one Class A ordinary share and

one-third (1/3)

of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. In connection with Cartesian’s IPO, Cantor acted as the sole book-running manager and as the representative of the underwriters.

Concurrently with the consummation of Cartesian’s IPO, Cartesian consummated the private placement of 8,900,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $8,900,000. Each Private Placement Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments.

A registration statement relating to these securities was filed with the SEC and declared effective on February 23, 2021.

On February 24, 2021, the units began trading on Nasdaq under the symbol “GLBLU” and, starting April 16, 2021, the Class A Ordinary Shares and warrants that are separated started trading on the Nasdaq under the symbols “GLBL” and “GLBLW”, respectively.

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Prior to the consummation of the IPO, neither Cartesian, nor anyone on its behalf, had any substantive discussions, formal or otherwise, with any business combination target with respect to a potential business combination transaction with Cartesian.

After its IPO, Cartesian commenced a search for prospective businesses and assets to acquire, identifying through its process over 100 businesses that presented combination opportunities. Cartesian conducted initial due diligence on several such prospective businesses and assets, including a review of such businesses’ management, strategic thesis, operations, competitive landscape, and certain financial information, in each case, to the extent available and relevant. Where appropriate, representatives of Cartesian and the Sponsor entered into substantially similar confidentiality agreements with potential counterparties, which such confidentiality agreements did not contain standstill provisions.

In March 2020, Elizabeth Bloomer Nesvold, Managing Director and Head of Asset & Wealth Management Investment Banking for Raymond James Financial, Inc. (“Raymond James”), introduced Alvarium, her unit’s current client, to Michael Tiedemann, her past client. A series of meetings were held and extensive transaction and integration discussions ensued, relating to the combination of TWMH and Alvarium.

On March 22, 2021, Aaron Dorr, Managing Director at Piper Sandler & Co., an investment bank and institutional securities firm (“Piper”), contacted Peter Yu, Cartesian’s Chairman and Chief Executive Officer, to discuss multiple business combination opportunities within the asset and wealth-management industry. Mr. Dorr previously represented Cartesian Capital Group, LLC (“Cartesian Capital”), an affiliate of the Sponsor, in connection with the sale of Cartesian Re, a Cartesian Capital-controlled company, to Neuberger Berman in 2018. Cartesian Re was an insurance-linked strategies asset manager focused on industry-loss warranties with $1 billion of AUM at the time of the transaction. As a result of their work together in this sale process,

each of Mr. Dorr and Mr. Yu was familiar with the other.

On April 9, 2021, Mr. Dorr reintroduced Mr. Yu to Michael Tiedemann, the Chief Executive Officer of TWMH and TIG to discuss the possibility of a transaction involving TWMH. Mr. Tiedemann explained that TWMH had held extensive transaction discussions for a combination with Alvarium since 2020 and also noted that he saw significant synergies between TWMH and Alvarium and so would also consider combining Cartesian, TWMH, TIG, and Alvarium. Mr. Yu was familiar with TIG, which had previously considered acquiring a portfolio company of Cartesian Capital.

Mr. Yu and the Cartesian team conducted an initial review of TWMH, TIG, and Alvarium (collectively, the “Target Companies”) drawing on public information sources. Mr. Yu sent Mr. Dorr a form of confidentiality agreement on April 10, 2021. On April 11, 2021, Cartesian executed a confidentiality agreement (substantially similar to those confidentiality agreements with the other potential counterparties, which such confidentiality agreement did not contain a standstill provision) with Tiedemann Advisors, LLC (“Tiedemann Advisors”), the registered investment adviser subsidiary of TWMH, and TIG Advisors, LLC (“TIG Advisors” or “TIG”), the registered investment adviser subsidiary of TIG, regarding the sharing of information. On April 11, 2021, representatives of Piper distributed initial due diligence files on TWMH and TIG to the Cartesian team for review.

On April 12, 2021, Mr. Yu had a virtual meeting with Craig Smith, Founding Partner and President of TWMH, and Kevin Moran, Chief Operating Officer and General Counsel of TWMH. On April 14, 2021, Mr. Yu shared a presentation with Messrs. Tiedemann and Dorr further outlining the combination that the parties had discussed, including a preliminary financial profile of the combined entity. On April 17, 2021, Mr. Yu met with the leadership of TWMH and TIG to present a “sum of the parts” valuation framework. This framework discussed potential valuations for each of the Target Companies, referring to both publicly traded companies and private transactions that might be considered comparable to each company. In addition, the framework indicated a potential enterprise valuation for the combined entity calculated on a fully distributed basis of $1.224 billion for all of the Target Companies. In each case, the valuation discussion was subject to due diligence. On April 19, 2021, Mr. Yu sent Mr. Dorr, Mr. Tiedemann, Mr. Moran, and Mr. Spiros Maliagros, President of TIG,

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a draft

non-binding

Letter of Intent and Term Sheet (“LOI”) addressed to TIG Advisors regarding a proposed transaction involving all of the Target Companies and Cartesian, which was followed by several discussions with Mr. Dorr and Mr. Tiedemann over the course of approximately three weeks. The draft LOI presented key elements of a possible transaction involving all of the Target Companies, including, among other things, a fully distributed enterprise valuation of $1.224 billion, with the amount of the cash consideration being equal to 55% of the available funds from the Trust Account and any private investment in public equity (“PIPE”) proceeds, less transaction expenses, and the rest payable in shares of the Company. The LOI also included provisions relating to the treatment of transaction expenses,

12-month

lock-up

restrictions, registration rights in respect of shares issued in the transaction, a support agreement to be signed by the Sponsor, a requirement for certain TWMH and TIG executives to enter into employment agreements, a

9-person

Board, including one nominee of the Sponsor, diligence requirements, and other provisions relating to closing conditions. The draft LOI also contemplated a PIPE of $75 million.

On April 21, 2021, Mr. Tiedemann sent a revised LOI to Mr. Yu reflecting comments from TWMH and TIG which included, among other things, lowering the expected debt amounts of the Target Companies from what had originally been expected in order to get a more accurate depiction of the expected financial situation of the Target Companies. The LOI also updated the EBITDA numbers reflective of first quarter

run-rate,

as well as estimated debt levels projecting out past the second quarter. It provided for an enterprise valuation of $1.233 billion. The LOI also provided that Mr. Tiedemann would be the CEO of the Company, that the parties would agree upon a mutually satisfactory equity incentive plan and that each of the Target Companies would have a nominee on the Board of Directors. The LOI also added a requirement that Cartesian redomicile to the U.S. The revised draft also added Tiedemann Advisors, LLC and Alvarium Investments Ltd. as parties to the LOI. Mr. Tiedemann advised Mr. Yu that he would be speaking further with the Alvarium CEO and its two controlling shareholders, and would report back, but expected to advance the conversation materially.

On the same day, on April 21, 2021, Mr. Yu sent a revised draft of the LOI to Mr. Tiedemann with a few comments, including with respect to independent Board nominees and the provision requiring redomiciling to the U.S., and noting that further discussion would be required concerning the valuation of Alvarium.

On April 23, 2021, Mr. Yu met with Mr. Tiedemann, Alexander De Meyer, the Chief Executive Officer of Alvarium, two directors of Alvarium, and representatives from Raymond James, financial advisor to Alvarium, to discuss the purpose and parameters of a potential transaction.

On April 24, 2021, Mr. Yu sent an updated draft of the LOI to Mr. Tiedemann, Mr. De Meyer, and the two Alvarium directors. This version removed the combined valuation, had an updated projected EBITDA number for Tiedemann Advisors and TIG and included a bracketed projected EBITDA number for Alvarium.

On May 1, 2021, Mr. Dorr sent to Mr. Yu a revised draft of the LOI which contained the aggregated comments of the Target Companies. The revised LOI provided, among other things, that valuation would be discussed separately and therefore all EBITDA numbers and multiples were removed from the draft, that the business combination of all of the Target Companies was required to occur simultaneously, that the Company name would be determined in due course, that terms of any PIPE and the amount of cash needed for working/growth capital were to be further discussed, the allocation of cash proceeds among the Target Companies was to be further discussed, that the cash consideration would be subject to a lower valuation than equity consideration, the transaction would not be subject to any escrow or holdback, the treatment of Sponsor shares and warrants were to be further discussed, proposing staggered terms for directors, identifying a proposed executive management team and including a minimum cash closing condition in an amount to be determined.

On May 1, 2021, Mr. Yu responded with a further revised draft of the LOI, including, among other things, for the parties to consider whether any form of holdback or escrow would be appropriate, adding that certain key equityholders from the Target Companies would be required to sign support agreements and clarifying certain

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closing conditions and treatment of expenses. Mr. Yu wrote that the EBITDA numbers and valuation were still to be discussed separately, and so were not specified in the draft LOI, and that he was awaiting a valuation proposal from the Target Companies.

On May 4, 2021, representatives of the Target Companies and Cartesian held a meeting during which Mr. Yu presented an analysis of the valuation framework of the potential combination, structural considerations (including a long-term incentive structure), and related issues in connection therewith.

On May 4, 2021, Mr. Yu sent a revised draft of the LOI, which included, among other things, a fully distributed enterprise valuation of $1.2785 billion, providing that a portion of the cash would be used to redeem certain equityholders of the Target Companies, providing that 15% of the share consideration would be subject to an

earn-out

over five years based on the Company’s stock price, and providing that the Private Placement Warrants would be transferred to an incentive equity program.

On May 6, 2021, Mr. Tiedemann sent a revised draft of the LOI, which included, among other things, that the Company would need to be redomiciled to a mutually beneficial jurisdiction prior to closing, proposing that cash consideration be subject to a 10% to 15% lower valuation compared to the equity consideration, proposing that

non-employee

equityholders receive at least 50% in cash, noting that the proposed

earn-out

was to be further discussed alongside treatment of the Sponsor shares, and proposing different intervals at which the

earn-out

would be realized, proposing further discussion around the

lock-up

provisions and noting that the equity incentive plan was subject to further discussion.

On May 6, 2021, Mr. Yu sent a revised draft of the LOI, which included, among other things, that the cash consideration should be subject to a

10%-20%

lower valuation than the equity consideration, providing that the Sponsor shares would be subject to the same

earn-out

as the equityholders of the Target Companies and making certain revisions to the proposed executive management team.

On May 7, 2021, Cartesian executed a confidentiality agreement (substantially similar to those confidentiality agreements with the other potential counterparties and the confidentiality agreement entered into with Tiedemann Advisors and which such confidentiality agreement did not contain a standstill provision) with Alvarium regarding the sharing of information.

Also on May 7, 2021, Mr. Tiedemann sent a revised draft of the LOI, which included, among other things, certain proposed changes to the

earn-out,

that the cash consideration should be subject to a 10% to 15% lower valuation than the equity consideration, and proposing certain people to be on the initial Board.

On May 7, 2021, Mr. Yu sent a revised draft of the LOI, which included, among other things, revised terms for the

earn-out,

a range for the PIPE, providing that active employee members would not sell more than 10% of their equity and

non-employee

members would sell at least 50% of their equity, cash consideration would be subject to a 15% lower valuation than the equity consideration, and revising the

lock-up

provisions to impose longer restrictions on active employee owners.

On May 8, 2021, the parties executed the LOI on the terms above, which included, among other items, a fully distributed enterprise valuation of $1.2785 billion based on estimated 2021 EBITDA of $81.8 million and a blended multiple of 15.6 times, revised symmetrical

earn-out

provisions, registration rights provisions, symmetrical

lock-up

provisions (other than for

non-employee

owners), a long-term incentive structure, use of proceeds, a stated PIPE range of $75 to $125 million, and other provisions relating to closing conditions. The LOI also included a mutual exclusivity period of 30 days.

Until agreeing to exclusivity with the Target Companies on May 8, 2021, Cartesian continued to engage in a general active search process and reviewed multiple other potential target companies. For example, Cartesian actively engaged with at least four other potential target companies, including (a) a leading manufacturer and

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distributor of sleep products (“Company A”), (b) a leading producer of heavy-duty engines fueled by natural gas (“Company B”), (c) a leading commercial bank focused on small and medium enterprise lending (“Company C”), and (d) a company providing support goods and services for electric-powered vehicles (“Company D”). Until agreeing to exclusivity with the Target Companies on May 8, 2021, members of Cartesian’s team engaged in discussions at varying levels of depth with such targets’ respective management teams and, with respect to one target, its financial advisors, none of which resulted in the execution of a letter of intent. Ultimately, Cartesian concluded that a combination with the Target Companies was superior to other potential combinations based on numerous factors including higher proportion of recurring revenue, lower regional and political risk, and more reliable growth prospects.

Immediately upon execution of the LOI, Cartesian ceased all discussions with other potential target companies. On May 10, 2021, the Target Companies and Cartesian held a process kickoff meeting to discuss the various work streams to focus on at the start of the transaction process. This included the required research around potential legal structures, required outside diligence resources, key due diligence areas to be covered, the investor presentation drafting process, and the communications strategy.

Following the execution of the LOI, Cartesian undertook extensive due diligence on the Target Companies, including but not limited to, the following:

•

Retention of Scherzer International Corporation to provide background checks on key personnel of the Target Companies;

•

Retention of Greenberg Traurig, LLP (“GT”) to conduct legal due diligence on the Target Companies;

•

Retention of Grant Thornton LLP (“Grant Thornton”) to conduct accounting and financial due diligence on the Target Companies; and

•

Retention of Alvarez & Marsal Financial Industry Advisory Services LLP (“A&M”) to conduct regulatory and compliance due diligence on Alvarium.

Cartesian also staffed senior personnel of Cartesian Capital to the analysis of the potential transaction, including:

•

Beth Michelson, Senior Managing Director, Cartesian Capital;

•

Paul Pizzani, Partner, Cartesian Capital;

•

Geoffrey Hamlin, Partner & Chief Compliance Officer, Cartesian Capital;

•

Nam Trinh, Director, Cartesian Capital; and

•

Paul Hong, Senior Managing Director, Cartesian Capital.

On May 10, 2021, Piper, Raymond James, and representatives of Cartesian and the Target Companies conducted a telephonic conference call to provide an initial overview on the due diligence on the Target Companies.

On May 14, 2021, Piper, Raymond James, and representatives of Cartesian and the Target Companies conducted a telephonic conference call to provide an overview on the business of the Target Companies.

On May 17, 2021, Raymond James and representatives of Cartesian conducted a telephonic conference call to discuss Alvarium’s historical financial statements.

Also on May 17, 2021, Piper, Raymond James, GT, A&M, Grant Thornton, representatives of Cartesian and the Target Companies conducted a telephonic conference call to provide an overview on the business of the Target Companies.

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On May 19, 2021, Piper, Raymond James, GT, A&M, Grant Thornton, Seward & Kissel LLP (“SK”), counsel to TIG, representatives of Cartesian and Alvarium conducted a telephonic conference call to provide an initial overview on the legal due diligence on the Target Companies.

On May 20, 2021, Piper, Raymond James, KPMG, Coveney Nicholls, representatives of Cartesian and the Target Companies conducted a telephonic conference call to discuss timing and requirements for PCAOB financials.

On May 21, 2021, GT, Grant Thornton, SK, Eisner Amper, representatives of Cartesian and the Target Companies conducted a telephonic conference call to discuss an introduction to the tax due diligence on the Target Companies.

On May 24, 2021, Piper, Raymond James, Grant Thornton, SHP, representatives of Cartesian and the Target Companies conducted a telephonic conference call to discuss TIG’s financial statements.

On May 25, 2021, Piper, Raymond James, KPMG, SHP, Coveney Nicholls, representatives of Cartesian and Alvarium conducted a telephonic conference call to discuss timing and requirements for PCAOB financials.

On May 26, 2021, GT, Grant Thornton, SK, Goodwin Procter LLP (“GP”), counsel to Alvarium, Eisner Amper, representatives of Cartesian, TWMH and Alvarium conducted a telephonic conference call to discuss the domiciliation of the holding company resulting from the Business Combination.

On May 27, 2021, Piper, Raymond James, Grant Thornton, SHP, representatives of Cartesian, TWMH and TIG conducted a telephonic conference call to discuss TWMH financial statements.

Also on May 27, 2021, GT, A&M, representatives of Cartesian and Alvarium conducted a telephonic conference call to discuss UK regulatory approvals and related timing.

On May 28, 2021, Piper, Raymond James, Grant Thornton, SHP, representatives of Cartesian and the Target Companies conducted a telephonic conference call to discuss Target Companies’ financial statements.

Beginning in May, representatives of Cartesian and the Target Companies commenced planning for the overall structuring and related tax matters of the potential transaction, including determining whether the Company would be redomiciled to the UK or the US and evaluating various structures for the transaction. On May 27, 2021, representatives of TWMH presented a basis of presentation and predecessor evaluation, which was prepared by Houlihan Lokey Financial Advisors, Inc. (“HL”) and included a background description of the Target Companies, a description of the proposed transaction including an enterprise valuation for each Target Company and an accounting analysis to determine what financial statements would be required in a registration statement. In addition, Grant Thornton delivered detailed step plans to the parties numerous times, including on May 30, June 1, June 4, June 15, June 23 and July 22, setting forth proposed corporate steps to implement the transaction and the tax effects. After various meetings, discussions and iterations, on July 22, 2021, representatives for Cartesian and the Target Companies preliminarily agreed on the structure set forth in the Business Combination Agreement, although further revised step plans were delivered on July 27, August 4 and August 16.

Cartesian and its representatives provided multiple, extensive due diligence requests to the Target Companies. The Virtual Data Room (“VDR”) was formed and included approximately 3,000 files with 2.7GB of data. The VDR was organized into various specific folders housing documents for each of the Target Companies related to:

•

Corporate matters;

•

Assets under management;

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•

Sales and marketing;

•

Financial information;

•

Personnel matters;

•

Operational matters; and

•

Legal, regulatory, and compliance.

During the months of May, June, and July, representatives of Cartesian and the Target Companies conducted a comprehensive review of the Target Companies, including meeting regularly and extensively (more than 20 times) to discuss various topics, including but not limited to: due diligence; business operations and revenue agreements; legal, regulatory, and compliance matters; financial, operational, and tax matters; growth opportunities and international expansion; employees, and human resources; integration of the firms, and strategic plans. In addition, during the months of May, June and July, Cartesian and its representatives provided supplemental diligence requests and additional diligence questions regarding the Target Companies that were addressed by the Target Companies. On May 20, 2021, May 24, 2021, June 3, 2021, June 8, 2021, June 22, 2021, and July 1, 2021, representatives of Cartesian held videoconference meetings with representatives of the Target Companies regarding legal due diligence.

The preliminary due diligence findings were delivered to Cartesian from its advisors during the months of June and July, 2021. Cartesian used such interim findings to identify potential topics and matters to discuss with representatives of the Target Companies. These additional meetings were held to address specific financial diligence matters, including financial reporting, actual results versus budget, carried interest calculations, and EBITDA margin analysis. On June 7, 2021, Piper, Raymond James, SHP, representatives of Cartesian and Alvarium conducted a telephonic conference call to discuss the status of the due diligence process and the next steps of the Business Combination.

On June 7, 2021, Piper, Raymond James, SHP, representatives of Cartesian and Alvarium conducted a telephonic conference call to discuss the status of the due diligence process and the following steps of the Business Combination.

On June 9, 2021, Raymond James and representatives of Cartesian conducted a telephonic conference call to discuss TIG’s financial statements.

Also on June 9, 2021, HL, representatives of Cartesian and TWMH conducted a telephonic conference call to discuss accounting predecessors and requirements and due diligence with respect thereto.

Also on June 9, 2021, Piper, Raymond James and representatives of Cartesian conducted a telephonic conference call to discuss a draft presentation to the bankers.

On June 11, 2021, GT sent Cartesian a preliminary summary of its legal due diligence findings. The scope of the summary report focused on matters relating to commercial relationships, intellectual property, labor and employment matters and other legal matters. On July 2, 2021, GT sent Cartesian a final summary of its legal due diligence findings. On June 28, 2021, A&M sent Cartesian a summary of its regulatory and compliance due diligence findings with respect to Alvarium.

On June 12, 2021, Tiedemann Advisors, TIG Advisors and Alvarium retained HL to provide consulting services in connection with the Target Companies evaluation of certain accounting and financial reporting matters pertaining to the Business Combination, including (i) valuation advisory services and (ii) accounting and financial reporting advisory services.

On June 15, 2021, A&M, representatives of Cartesian and the Target Companies conducted a telephonic conference call to discuss UK prudential consolidation and due diligence with respect thereto.

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On June 16, 2021, Piper, Raymond James, representatives of Cartesian and TIG conducted a telephonic conference call to discuss TIG’s financial statements.

Also on June 16, 2021, Piper, Grant Thornton, SHP, representatives of Cartesian and the Target Companies conducted a telephonic conference call to discuss the Target Companies’ financial statements.

On June 18, 2021, Raymond James, Grant Thornton, SHP, representatives of Cartesian and Alvarium conducted a telephonic conference call to discuss Alvarium’s financial statements.

Also on June 18, 2021, A&M, Grant Thornton, SK, GP, representatives of Cartesian and Alvarium conducted a telephonic conference call to discuss UK regulatory consolidation and due diligence with respect thereto.

On June 21, 2021, GT, A&M, Grant Thornton, SK, GP, representatives of Cartesian and Alvarium conducted a telephonic conference call to discuss UK regulatory consolidation and due diligence with respect thereto.

On June 23, 2021, GT, A&M, Grant Thornton, SK, GP, HL, representatives of Cartesian and the Target Companies conducted a telephonic conference call to discuss UK regulatory consolidation and due diligence with respect thereto.

On June 29, 2021, Messrs. Yu, Tiedemann, and De Meyer met to discuss the results of the initial due diligence. Based upon the results of the preliminary due diligence and quality of earnings processes and Cartesian’s view of market conditions, Mr. Yu proposed revisions to the LOI through an LOI Supplement. On July 2, 2021, Mr. Yu sent Messrs. Tiedemann and De Meyer a draft LOI Supplement which indicated several changes to the terms of the transaction, including, among other things, an enterprise value of the Target Companies of approximately $988 million, certain revisions to the

earn-out

provisions and bifurcating the consideration paid to Alvarium into fixed and contingent components.

On June 30, 2021, GT, Grant Thornton, representatives of Cartesian, TIG and Alvarium conducted a telephonic conference call to discuss regulatory and compliance due diligence.

Also on June 30, 2021, Piper, Grant Thornton, HL, representatives of Cartesian and TIG conducted a telephonic conference call to discuss follow up questions regarding TIG’s financial statements and revenue recognition.

During the months of June and July, representatives of Cartesian and the Target Companies also discussed the constitution and operations of an Executive Committee as well as the independent and executive members of the Board of Directors of the combined entity.

Also during the months of June and July, in several virtual meetings and calls, representatives of the parties discussed the size, terms, and strategy for raising the PIPE. The parties agreed that PIPE investors should be offered additional equity consideration and that, because no placement agent was involved in the arrangement of the PIPE, newly issued shares would be priced at a 2% discount ($9.80 per share). Mr. Yu also agreed that the Sponsor would issue options to investors in the PIPE to acquire a certain number of Sponsor Shares from the Sponsor in order to support the PIPE. Based on extensive interest in the PIPE and in order to minimize execution risk, the parties agreed on a PIPE of approximately $165 million.

On July 1, 2021, Piper, GT, SK and representatives of Cartesian conducted a telephonic conference call to discuss legal requirements for the PIPE presentation.

On July 7, 2021, representatives of Cartesian and TIG conducted a telephonic conference call to discuss the 2021 first quarter financial results of TIG.

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Also on July 8, 2021, Piper, Raymond James, representatives of Cartesian, TWMH and Alvarium conducted a telephonic conference call to discuss and review a presentation on the PIPE.

On July 15, 2021 and on July 23, 2021, Messrs. Yu and Tiedemann met with representatives of Alvarium regarding the combined companies’ strategic plans. On July 25, 2021, Mr. Yu, Mr. Tiedemann, Mr. De Meyer, and representatives of Piper and Raymond James met to discuss the draft LOI Supplement and to agree on timing regarding the Initial Private Placement, the transaction announcement, and certain regulatory filings in connection with the transaction.

On July 16, 2021, GT, Grant Thornton, SK, Eisner Amper, HL, representatives of Cartesian, TWMH and TIG conducted a telephonic conference call to discuss the Tax Receivable Agreement.

Also on July 21, 2021, representatives of Cartesian and TIG held a conference call to discuss matters including the quality of earnings report.

On July 26, 2021, Mr. Tiedemann emailed Mr. Yu regarding certain open points regarding the draft LOI Supplement, including, among other things, proposing a valuation of approximately $1.03 billion with no

true-up

for Alvarium, agreeing to Cartesian’s proposal on the

earn-out

and proposing that each Target Company’s debt levels be assessed against or credited to the specific Target Company at the time of closing.

On July 26, 2021, Mr. Yu responded to this email agreeing to a valuation of approximately $1.03 billion, subject to confirmation on EBITDA for the first

six-month

period of 2021 and agreeing that the equityholders of TWMH and TIG are entitled to receive 85% of the tax benefits under the Tax Receivable Agreement. Later that day, a representative of Cartesian sent a revised draft of the LOI Supplement reflecting these terms.

On July 28, 2021, Mr. Dorr sent Mr. Yu a revised draft of the LOI Supplement, including, among other things, a notation that the Sponsor may have to make certain concessions depending on PIPE investor reaction to valuation, clarifying each Target Company’s percentage share of the consideration, clarifying how net debt would impact each Target Company’s share of the consideration and providing that the Company would enter into a stock incentive plan and a stock purchase plan competitive with peer companies.

On July 30, 2021, GT sent SK and GP an initial draft of the Business Combination Agreement for the proposed transaction. The initial draft of the Business Combination Agreement reflected the various business points from the LOI. Counsel also began discussing regulatory filings, including any potentially required antitrust filings.

On August 3, 2021, the Cartesian Board convened and received an update on, among other things, the (i) due diligence process of the Target Companies, (ii) Business Combination, (iii) Initial Private Placement. At that meeting, the Cartesian Board further asked questions regarding such due diligence, the Target Companies and the Business Combination.

Also on August 3, 2021, HL, representatives of Cartesian and TIG conducted a telephonic conference call to discuss timing and requirements for the portion of the management discussion and analysis (MD&A) section relating to TIG.

In multiple meetings from July 31, 2021 to August 13, 2021, the parties discussed the treatment of transaction expenses, including fees owed to the advisers of the Target Companies. The parties previously agreed in the LOI that transaction expenses would be borne principally by the Target Companies through a reduction in equity rollover. The parties agreed that a large majority of such expenses should be borne principally by the Target Companies.

On August 5, 2021, GT sent SK and GP initial drafts of the Sponsor Support Agreement, Member Support Agreement and form of PIPE Subscription Agreement.

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On August 7, 2021, SK sent a revised draft of the Business Combination Agreement on behalf of the Target Companies to GT, primarily related to, among other things, certain economic defined terms, the equity incentive plan, representations and warranties, interim operating covenants, the exclusivity, antitrust, financial statements and Additional Private Placement covenants, closing conditions, and termination rights.

On August 9, 2021, GT discussed the revised Business Combination Agreement with representatives of Cartesian.

Also on August 9, 2021, GT distributed a business issues list with respect to the revised Business Combination Agreement and GT, SK, GP, Piper, Raymond James, representatives of Cartesian and the Target Companies conducted a telephonic conference call to discuss the open business issues.

Also on August 10, 2021, GT sent a revised draft of the Business Combination Agreement to SK and GP primarily related to, among other things, certain economic defined terms, the equity incentive plan, representations and warranties, interim operating covenants, the exclusivity, antitrust, financial statements and Additional Private Placement covenants, closing conditions, and termination rights.

On August 11, 2021, GT, SK, Aon plc (“Aon”) and representatives of TWMH conducted a telephonic conference call to discuss the equity incentive plan and employee stock purchase plan.

On August 12, 2021, a representative of Cartesian sent Proskauer Rose LLP, counsel to a certain shareholder of Alvarium (“Proskauer”), initial drafts of the Recycling Commitment Agreement and form of PIPE Subscription Agreement.

Also on August 12, 2021, a representative of TWMH sent GT an initial draft of the form of Employment and Restrictive Covenant Agreement.

On August 13, 2021, GP sent a revised draft of the Business Combination Agreement on behalf of the Target Companies to GT primarily related to, among other things, certain economic defined terms, the Alvarium Certificate, the exclusivity, tax, and Additional Private Placement covenants, closing conditions, and termination rights.

On August 15, 2021, SK sent GT an executed version of the initial Umbrella LLC Agreement.

On August 16, 2021, GT discussed the revised Business Combination Agreement with representatives of Cartesian.

Also on August 16, 2021, GT sent a revised draft of the Business Combination Agreement to SK and GP primarily related to, among other things, the Company Certificates, including the Alvarium Certificate, the Alvarium representations and warranties, the tax covenants, closing conditions, and termination rights. The parties also exchanged drafts of other ancillary agreements and documents, including the Second Amended and Restated Umbrella LLC Agreement, the Tax Receivable Agreement, the Recycling Commitment Agreement, the form of PIPE Subscription Agreement and the PIPE Side Letter Agreement.

Also on August 17, 2021, GP, GT, SK and Grant Thornton conducted a telephonic conference call to discuss the transaction structure provisions of the Business Combination Agreement. The parties also exchanged revised drafts of other ancillary agreements and documents.

Also on August 17, 2021, GT and SK conducted a telephonic conference call to discuss the Business Combination Agreement.

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Also on August 17, 2021, A&M, representatives of Cartesian and TWMH conducted a telephonic conference call to discuss the financial information required for UK regulatory filings.

On August 18, 2021, representatives of Cartesian and the Target Companies, Piper and Raymond James conducted a telephonic conference call to discuss open business issues on the (i) Business Combination Agreement, including, among other things, the treatment of transaction expenses and the minimum cash condition, the equity incentive plan, the treatment of Sponsor’s private placement warrants, and (ii) Sponsor Support Agreement, which included the forfeiture of Sponsor founder shares based on the amount of Cartesian’s shareholder redemptions.

Also on August 18, 2021, GT, SK and GP conducted a telephonic conference call to discuss the Business Combination Agreement and the Sponsor Support Agreement.

Also on August 18, 2021, Raymond James sent to Cartesian and Piper an LOI Supplement, which included among other things, certain provisions relating to a reallocation of a portion of the

earn-out

shares to Alvarium, providing that the Sponsor would be subject to similar

earn-out

as the equityholders of the Target Companies, clarifying how net debt would adjust the consideration for the Target Companies, providing that all 8.9 million Private Placement Warrants would be transferred to the equityholders of the Target Companies, providing that the Sponsor would subject up to 1/3 of its shares to forfeiture based on redemptions from the Trust Account, providing for a cap on transaction expenses borne by the Company and the method for sharing of excess transaction expenses by the Target Companies, setting the minimum cash condition to closing at $75 million, providing for certain tax benefit and expense provisions relating the Tax Receivable Agreement and proposing certain targets for the equity incentive plan. Also on August 18, 2021, Piper sent an updated draft of the PIPE presentation and GT provided comments to the presentation.

Between August 18, 2021 and September 9, 2021, the parties continued to exchange drafts of the ancillary agreements and other documents, including the PIPE presentation.

On August 19, 2021, GP, GT, SK and Grant Thornton conducted a

follow-up

telephonic conference call to discuss the transaction structure provisions in the Business Combination Agreement.

Also on August 19, 2021, Cartesian formally engaged Cantor to engage in communications with certain institutional investors who had agreed to certain confidentiality procedures in connection with the Business Combination.

Also on August 19, 2021, Cartesian sent a revised draft of the LOI Supplement to Piper and Raymond James, which included, among other things, certain changes to the timing of the calculation of net debt of the Target Companies, clarifications to the

earn-out

provisions and Sponsor forfeiture provisions, clarifications to the expense sharing provisions and deleting the targets associated with the stock incentive plan.

Also on August 19, 2021, Piper distributed a revised draft of the PIPE presentation and GP provided comments to the presentation.

On August 20, 2021, GT and SK conducted a

follow-up

telephonic conference call to discuss the Second Amended and Restated Umbrella LLC Agreement and Tax Receivable Agreement.

Also on August 20, 2021, GT advised GP and SK that Merger Sub had been formed.

On August 21, 2021, GT sent to SK a revised draft of the Second Amended and Restated Umbrella LLC Agreement and comments to the Business Combination Agreement.

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On August 22, 2021, Raymond James sent a revised draft of the LOI Supplement to Cartesian, which included among other things, certain further clarifications to the calculation of the

earn-out,

Sponsor forfeiture provisions and sharing of transaction expenses.

On August 22, 2021, GT sent GP and SK revised drafts of the Member Support Agreement and Sponsor Support Agreement, primarily related to, among other things, the provisions relating to the forfeiture of a certain number of Sponsor’s Founder Shares based on the amount of Cartesian’s shareholder redemptions and the transfer of Sponsor’s private placement warrants to the equityholders of the Target Companies in connection with the Business Combination.

On August 23, 2021, GT, SK and representatives of TWMH conducted a telephonic conference call to discuss the form of Employment and Restrictive Covenant Agreement.

Also on August 23, 2021, GT sent a revised draft of the form of PIPE Subscription Agreement.

On August 24, 2021, representatives of Cartesian and the Target Companies, Piper and Raymond James conducted a telephonic conference call to discuss open business issues, including, among other things, the amount and terms of the Initial Private Placement, the treatment of certain transaction expenses and the calculation of the forfeiture of a certain number of Sponsor’s Founder Shares based on the amount of Cartesian’s shareholder redemptions.

Also on August 24, 2021, Cartesian sent a revised draft of the LOI Supplement to Raymond James, which provided, among other things, certain further clarifications to the calculation of the

earn-out,

the Private Placement provisions, Sponsor forfeiture provisions and sharing of transaction expenses.

On August 25, 2021, GT and SK conducted a telephonic conference call to discuss the transfer of Sponsor’s private placement warrants and the

lock-up

terms in connection therewith.

Also on August 25, 2021, GT and representatives of Cartesian conducted a telephonic conference call to discuss the Registration Rights and

Lock-up

Agreement.

Also on August 25, 2021, GT, SK and representatives of Cartesian conducted a telephonic conference call to discuss the transfer of Sponsor’s private placement warrants.

Also on August 25, 2021, Piper sent a revised draft of the PIPE presentation and GT sent comments to the PIPE presentation.

Also on August 25, 2021, HL and representatives of Cartesian conducted a telephonic conference call to discuss pro forma financial statements.

On August 26, 2021, GP sent to SK and GT a revised draft of the Business Combination Agreement primarily related to, among other things, the Alvarium

Pre-Closing

Reorganization, certain economic defined terms, including, among other things, Excess Transaction Expenses, Available Cash, Companies Equity Value, the Minimum Cash Amount, New Shareholder Equity Value, Company Certificates, the Alvarium interim operating covenants, and the exclusivity and post-closing reorganization covenants.

Also on August 26, 2021, SK, GT and GP sent comments to the PIPE presentation and Piper subsequently sent a revised draft of the PIPE presentation.

Also on August 26, 2021, Piper, Raymond James, GT, SK, GP, Prosek Partners LLC (“Prosek”), representatives of Cartesian and the Target Companies conducted a telephonic conference call to prepare the presentations for potential PIPE investors.

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On August 27, 2021, GP sent to GT and SK an initial draft of the Alvarium Disclosure Schedule.

Also on August 27, 2021, GT and representatives of TWMH conducted a

follow-up

telephonic conference call to discuss the form of Employment and Restrictive Covenant Agreement.

Also on August 27, 2021, GT and GP sent comments to the PIPE presentation and Piper subsequently sent a revised draft of the PIPE presentation.

Also on August 27, 2021, Piper, Raymond James, representatives of Cartesian and the Target Companies conducted a telephonic conference call to prepare the presentations for potential PIPE investors.

On August 29, 2021, SK sent to GT and GP an initial draft of the TIG Disclosure Schedule and the TWMH Disclosure Schedule.

Also on August 29, 2021, SK sent to GT additional comments to the Business Combination Agreement.

On August 30, 2021, representatives of Cartesian and the Target Companies, Piper and Raymond James conducted a telephonic conference call to discuss open business issues, including, among other things, the treatment of tax assets and attributes of the Target Companies, dilution relating to the Initial Private Placement, the

lock-up

of Sponsor’s private placement warrants, the Employment and Restrictive Covenant Agreement and the terms with respect to the options on Sponsor’s Founder Shares.

Also on August 30, 2021, GT sent to SK and GP a revised draft of the Business Combination Agreement primarily related to, among other things, certain economic defined terms, including, among other things, the Aggregate Cash Consideration, Excess Transaction Expenses, Transaction Expenses, the Alvarium representations and warranties, interim operating covenants, the minimum cash condition, and termination rights.

Also on August 30, 2021, representatives of TWMH and TIG, as well as GP each sent comments to the PIPE presentation and Piper subsequently sent a revised draft of the PIPE presentation.

On August 31, 2021, GT, SK and GP conducted a telephonic conference call to discuss the transaction documents and the timing for signing and announcement.

Also on August 31, 2021, Piper, Raymond James, Prosek, representatives of Cartesian and the Target Companies conducted a telephonic conference call to prepare the presentations for potential PIPE investors.

On September 1, 2021, GP sent to SK and GT a revised draft of the Exchange Agreement and GT provided comments to GP regarding the same.

Also on September 1, 2021, GP sent to SK and GT a revised draft of the Sponsor Support Agreement, which were primarily related to the calculation of the forfeiture of Sponsor’s Founder Shares based on Cartesian’s shareholder redemptions and the calculation of the number of Sponsor shares that would be subject to forfeiture based on the

prove-out.

Also on September 1, 2021, GT sent a revised draft of the Business Combination Agreement to GP and SK and GP also subsequently sent to SK and GT a revised draft of the Business Combination Agreement primarily related to, among other things, Available Cash, Excess Transaction Expenses, and termination rights.

Also on September 1, 2021, representatives of Cartesian and the Target Companies, GT, SK, GP and A&M conducted a telephonic conference call to discuss certain regulatory approvals required in connection with the Business Combination and the Outside Date set forth in the Business Combination Agreement.

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Also on September 1, 2021, GT, SK, and GP conducted a telephonic conference call to discuss the transaction documents, including the Business Combination Agreement.

Also on September 1, 2021, GT and representatives of Cartesian conducted a telephonic conference call to discuss the open issues relating to the Business Combination Agreement.

On September 2, 2021, SK sent a revised draft of the Sponsor Support Agreement to GP and GT, which were primarily related to the calculation of the forfeiture of Sponsor’s Founder Shares based on Cartesian’s shareholder redemptions and the calculation of the number of Sponsor shares that would be subject to forfeiture based on the

prove-out,

and GT provided comments to GP and SK regarding the same.

On September 3, 2021, the Cartesian Board convened and received an update on the Business Combination and the Initial Private Placement. At that meeting, GT made a presentation to the Cartesian Board of the key terms of the transaction documents and advised the Board members of their fiduciary duties. The Cartesian Board further asked questions regarding the transaction and deliberated the terms and merits of the transaction.

Also on September 3, 2021, GT and representatives of Cartesian conducted two

follow-up

telephonic conference calls to discuss the open issues relating to the Business Combination Agreement.

Also on September 3, 2021, GT sent to SK and GP a revised draft of the Business Combination Agreement primarily related to, among other things, the Aggregate Cash Consideration, Available Cash, Transaction Expenses, TWMH representations and warranties, and the minimum cash condition.

Also on September 3, 2021, SK sent to GP and GT a revised draft of the Sponsor Support Agreement.

On September 4, 2021, representatives of Cartesian and the Target Companies, Piper and Raymond James conducted a telephonic conference call to discuss open business issues, including, among other things, the independent and executive board composition of the combined public company, the nomination rights for a certain shareholder of Alvarium, the calculation of the forfeiture of Sponsor’s Founder Shares based on Cartesian’s shareholder redemptions, and the calculation of the number of Sponsor shares that would be subject to forfeiture based on the

prove-out.

Mr. Yu argued against a “staggered term” board and in favor of

one-year

terms and the parties agreed on

one-year

terms.

On September 7, 2021, SK sent to GT and GP a revised draft of the form of Employment and Restrictive Covenant Agreement and the initial draft of Michael Tiedemann’s Employment Agreement.

Also on September 7, 2021, representatives of Cartesian and the Target Companies, GT, SK, and GP conducted a telephonic conference call to discuss the third-party approvals closing condition.

On September 9, 2021, Raymond James circulated to Cartesian a list of all open items with respect to the transaction documents, which included, among other things, the treatment of certain tax assets and attributes, the Aggregate Cash Consideration, the minimum cash condition, disputes with respect to the cash amount in the Company Certificates, the calculation of the forfeiture of a certain number of Sponsor’s Founder Shares based on Cartesian shareholder redemptions, the calculation of the number of Sponsor shares that would be subject to forfeiture based on the

prove-out,

and the board nomination rights for a

non-executive

Alvarium Shareholder.

Also on September 9, 2021, GT, SK, GP and Grant Thornton conducted a telephonic conference call to discuss the structure provisions in the Business Combination Agreement.

Also on September 9, 2021, GT sent to SK and GP a revised draft of the Business Combination Agreement.

Also on September 9, 2021, GP sent to GT and SK a revised draft of the Certificate of Incorporation.

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Also on September 9. 2021, GP sent to GT and SK revised drafts of the Business Combination Agreement, the Exchange Agreement and the Sponsor Support Agreement.

On September 10, 2021, Raymond James sent an updated list of the open issues.

On September 10, 2021, representatives of Cartesian and the Target Companies, Raymond James, Piper, GT, SK and GP conducted a telephonic conference call to discuss such open items.

Also on September 10, 2021, GT, SK and GP conducted a telephonic conference call to further discuss such open items and the transaction documents.

Also on September 10, 2021, GP confirmed to GT and SK that it had no comments to the form of Employment and Restrictive Covenant Agreement and the initial draft of Michael Tiedemann’s Employment Agreement.

Also on September 10, 2021, GT sent to DLA Piper, counsel to Michael Tiedemann (“DLA”), a revised draft of Michael Tiedemann’s Employment Agreement primarily related to, among other things, the terms of the bonus and equity incentive plans, the severance provisions, the defined terms for Cause and Good Reason, and confirming the intellectual property rights with respect to the “Tiedemann” tradename.

Also on September 10, 2021, GT conducted a telephonic conference call with DLA to discuss Michael Tiedemann’s Employment Agreement.

Also on September 10, 2021, GT conducted a telephonic conference call with Cartesian to discuss Michael Tiedemann’s Employment Agreement.

Also on September 10, 2021, GP sent to GT and SK revised drafts of the Certificate of Incorporation, Business Combination Agreement (with changes primarily related to, amongst other things, the determination of certain cash amounts and the Companies Equity Value, as well as expert determination in respect of the Company Certificates), Sponsor Support Agreement, Exchange Agreement and Alvarium Disclosure Schedule and an initial draft of the Voting Agreement.

Also on September 10, 2021, GT sent to GP and SK revised drafts of the Business Combination Agreement, Sponsor Support Agreement, and the Exchange Agreement.

Also on September 10, 2021, GP sent a revised draft of the Business Combination Agreement to GT and SK.

Also on September 10, 2021, Mr. Yu sent an email seeking clarification to certain comments made in the Sponsor Support Agreement.

Also on September 10, 2021, SK and Proskauer conducted a telephonic conference call to discuss the Voting Agreement.

Also on September 10, 2021, GT sent to GP and SK a revised draft of the Certificate of Incorporation.

Also on September 10, 2021, Piper sent a revised draft of the PIPE presentation.

On September 12, 2021, Piper sent to Cartesian a list of open issues with respect to Michael Tiedemann’s Employment Agreement, which included, among other things, the terms of the bonus and equity incentive plans, severance, the defined terms for Cause and Good Reason, and the intellectual property rights with respect to the “Tiedemann” tradename.

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Also on September 12, 2021, GT and GP conducted a telephonic conference call to discuss Alvarium’s long-term incentive plan and the related provisions in the Business Combination Agreement.

Also on September 12, 2021, GT, GP and SK conducted a telephonic conference call to discuss the current status of the transaction documents.

Also on September 12, 2021, GT sent to GP and SK revised drafts of the Business Combination Agreement and Certificate of Incorporation.

Also on September 12, 2021, SK sent to GT and GP a revised draft of the Recycling Commitment Agreement.

Also on September 12, 2021, GT and SK conducted a telephonic conference call to discuss the third-party approvals closing condition in the Business Combination Agreement.

Also on September 12, 2021, Cartesian and Piper conducted a telephonic conference call to discuss Michael Tiedemann’s Employment Agreement, including, among other things, the severance provisions, the release, the restrictive covenants, and the voting requirements and related provisions for a termination without Cause.

Also on September 12, 2021, SK sent to GT and GP comments to the Voting Agreement.

Also on September 12, 2021, GT sent revised drafts of the TIG Disclosure Schedule and the TWMH Disclosure Schedule to SK and GP.

On September 13, 2021, GP sent to GT, SK and Proskauer revised drafts of the Voting Agreements and SK and GT provided comments regarding the same.

Also on September 13, 2021, Cartesian and Piper exchanged emails regarding Michael Tiedemann’s Employment Agreement, including, among other things, the severance provisions, the restrictive covenants, and the voting requirements and related provisions for a termination without Cause.

Also on September 13, 2021, Cartesian and GT conducted two telephonic conference calls to discuss Michael Tiedemann’s Employment Agreement.

Also on September 13, 2021, GT, SK and GP conducted a telephonic conference call to discuss the current status of the transaction documents.

On September 14, 2021, DLA sent to GT a revised draft of Michael Tiedemann’s Employment Agreement.

Also on September 14, 2021, GT and SK conducted a telephonic conference call to discuss certain disclosures in the TWMH Disclosure Schedule and the TIG Disclosure Schedule.

Also, on September 14, 2021, Cartesian confirmed to BofA Securities, Inc. (“BofA Securities”) Cartesian’s intention to engage BofA Securities as a capital markets advisor and financial advisor.

On September 15, 2021, Cartesian and GT conducted a telephonic conference call to discuss Michael Tiedemann’s Employment Agreement.

Also on September 15, 2021, DLA sent to GT a revised draft of Michael Tiedemann’s Employment Agreement and GT sent a revised draft back to DLA.

On September 16, 17, 18, and 19, 2021, GT, SK and GP exchanged various drafts of each of the transaction documents preparing for execution.

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On September 18, 2021 and September 19, 2021, the parties finalized the transaction documents (or forms thereof) with respect to the Business Combination based on the terms agreed upon by the parties.

Also on September 18, 2021, GT, SK and GP conducted a telephonic conference call to discuss the PIPE investor deck.

Also on September 18, 2021, GT and Cartesian conducted a telephonic conference call to discuss the Voting Agreement.

On September 19, 2021, the Cartesian Board convened and received an update on the key terms of the Business Combination and Initial Private Placement. GT was present. At that meeting, GT provided the Cartesian Board with a summary of the key changes to the transaction documents. Following review and discussions among the directors, the Business Combination Agreement, the Initial Private Placements and related documents and agreements were unanimously approved by the Cartesian Board, and the Board determined to recommend the approval of the Business Combination Agreement to the shareholders of Cartesian. The Board also concluded that the fair market value of the Target Companies was equal to at least 80% of the funds held in the Trust Account and that the transaction was in the best interest of Cartesian’s shareholders.

On the September 19, 2021, GT, SK and GP convened a telephonic conference call to confirm final transaction documents had been exchanged and the transaction documents were executed.

On September 19, 2021, Cartesian formally engaged BofA Securities as a capital markets advisor and financial advisor.

On September 20, 2021, the Target Companies and Cartesian issued a joint press release announcing the transaction.

The Target Companies and Cartesian, with the assistance of SK, GP, GP, Piper and Raymond James, prepared a presentation for potential PIPE investors, which was included with Cartesian’s Current Report on Form

8-K

filed on September 20, 2021.

On February 11, 2022, the parties to the Business Combination Agreement entered into Amendment No. 1 to the Business Combination Agreement, pursuant to which, among other things, the Outside Date (as defined within) was extended to July 29, 2022.

The parties have continued and expect to continue regular discussions regarding the timing to consummate the Business Combination and necessary preparation in connection therewith.

Summary of Cartesian Financial Analysis

In connection with the valuation of the Target Companies, Cartesian reviewed certain financial information of certain publicly-traded companies, particularly, similar wealth management platforms and alternative asset managers, selected based on the experience and the professional judgment of Cartesian’s management team, as compared to the financial information of the Target Companies. Below is a summary of the material comparable company analysis prepared by Cartesian and reviewed by the Cartesian Board.

In performing its analysis, Cartesian’s management team made certain assumptions with respect to, among other things, commercial efforts, industry performance, general business and economic conditions and numerous other matters, many of which are beyond the control of Cartesian, the Target Companies, or any other parties to the Business Combination. None of Cartesian, the Target Companies, or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in this analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, the analysis relating to the value of the Target Companies

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does not purport to be an appraisal or reflect the prices at which the Company’s securities may actually be valued or trade in the open market after the consummation of the Business Combination. Accordingly, the assumptions and estimates used in, and the results derived from, the below analysis are inherently subject to substantial uncertainty. The quantitative information presented below, to the extent that it is based on market data, is not necessarily indicative of current market conditions.

Comparable Company Analysis

Cartesian considered certain financial and operating data for certain publicly traded companies, particularly, similar wealth management platforms and alternative asset managers which are highlighted below. None of the selected companies has characteristics identical to the Target Companies. Cartesian reviewed the equity value, enterprise value (“EV”), EBITDA multiples (EV divided by EBITDA), EBITDA growth and EBITDA margin (EBITDA divided by revenue), of each of the comparable companies, which Cartesian management deemed relevant based on its professional judgment and expertise, and compared the same to the Projections (as defined below) of the Target Companies, determined in accordance with the valuation analysis described below:


	Closing Price		Market Cap		Enterprise Value		EV / Revenue				EV / EBITDA				EBITDA Margin
(US$Millions, except per share data)	9/15/2021		9/15/2021		9/15/2021		2021E		2022E		2021E		2022E		2021E

Alternative Asset Managers

Apollo Global Management, Inc.	$	63.02	$	27,744	$	29,075		13.4x		12.2x		17.7x		19.1x		75.8	%
Ares Management Corporation	$	79.38	$	22,573	$	23,078		11.0x		8.7x		23.7x		20.0x		46.5	%
Blue Owl Capital Inc.	$	16.43	$	20,669	$	20,909		24.7x		17.2x		42.4x		26.5x		58.2	%
GCM Grosvenor Inc.	$	11.57	$	2,162	$	2,180		4.5x		4.2x		13.0x		10.7x		35.0	%
Hamilton Lane, Inc.	$	85.61	$	4,540	$	4,604		13.0x		11.6x		28.3x		25.3x		46.1	%
Intermediate Capital Group Plc	$	30.04	$	8,727	$	10,436		10.6x		10.6x		17.6x		18.3x		60.1	%
KKR & Co. Inc.	$	64.62	$	57,002	$	58,690		9.7x		8.5x		14.6x		13.1x		66.4	%
Partners Group AG	$	1,715.72	$	45,810	$	45,622		19.3x		20.0x		29.2x		30.4x		66.0	%
StepStone Group, Inc.	$	46.45	$	4,404	$	4,596		10.0x		8.6x		26.6x		22.5x		37.7	%
The Blackstone Group, Inc.	$	134.60	$	154,773	$	157,900		17.7x		15.8x		29.4x		24.4x		60.2	%
The Carlyle Group, Inc.	$	50.54	$	17,915	$	18,636		5.5x		5.0x		13.7x		11.0x		40.1	%
Tikehau Capital SCA	$	28.96	$	5,077	$	4,977		8.1x		7.7x		17.2x		13.8x		47.2	%

Wealth Management Platforms

AssetMark, Inc.	$	25.48	$	1,874	$	1,818		4.8x		4.2x		11.6x		9.6x		41.4	%
Envestnet, Inc.	$	76.81	$	4,187	$	4,778		4.1x		3.6x		18.6x		16.8x		21.9	%
Focus Financial Partners, Inc.	$	52.25	$	3,788	$	5,260		3.0x		2.6x		12.0x		10.3x		25.4	%
Hargreaves Lansdown PLC	$	19.83	$	9,406	$	8,886		10.4x		10.2x		17.9x		18.4x		58.0	%
LPL Financial Holdings Inc.	$	145.59	$	11,683	$	13,134		1.7x		1.4x		12.5x		10.3x		13.6	%
SEI Investments Management Corporation	$	59.87	$	8,446	$	7,869		4.1x		3.9x		11.9x		11.4x		34.7	%

Median			$	9,067	$	9,661		9.9x		8.5x		17.6x		17.6x		46.3	%
Mean			$	22,821	$	23,469		9.8x		8.7x		19.9x		17.3x		46.3	%

Note: Market data as of September 15, 2021; Enterprise value includes corporate level debt and cash and excludes debt and cash held in investment vehicles

Source: FactSet, S&P Global, Company filings

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EV / 2021E EBITDA

EV / 2021E Revenue

2021E EBITDA Margin

The Board’s Reasons for the Approval of the Business Combination

The Board, in evaluating the transaction with the Target Companies, consulted with Cartesian’s management and reviewed the results of due diligence as described below. In reaching its unanimous resolution (i) that the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, are advisable, fair to and in the best interests of Cartesian and its shareholders and (ii) to recommend that the shareholders approve the transactions contemplated by the Business Combination Agreement, the Board considered a wide variety of factors in connection with its evaluation of the

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Business Combination. In light of the complexity of those factors, the Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the Board may have given different weight to different factors. This explanation of the reasons for the Board’s approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “

Cautionary Note Regarding Forward-Looking Statements

.”

Before reaching its decision, the Board reviewed the results of the due diligence conducted by Cartesian’s management and advisors, which included:

•

review of diligence materials and interviews conducted by Grant Thornton, Greenburg Traurig, and Cartesian’s other advisors;

•

review of the Target Companies respective financial statements;

•

research on industry trends;

•

research on comparable companies; and

•

reviews of certain Projections (defined below) provided by the Target Companies.

The factors considered by Cartesian’s Board included, but were not limited to, the following:

•

Continued globalization of wealth creation:

From 2020 to 2025, the

high-net-worth

population is projected to grow at a CAGR of 5% in US, 9% in Europe, and 11% in Asia, according to Credit Suisse. The Target Companies are strategically placed to serve each market.

•

Continued feminization of wealth creation:

Approximately 47% of the Target Companies’ teams are women, nearly 20 percentage points above the industry average according to McKinsey & Company.

•

Continued generational shift in wealth:

In the US alone, over the next two decades, baby boomers will transfer to heirs over $60 trillion of assets, according to Global Data. This transition shares many characteristics with the continued feminization of wealth as 28% of heirs discontinue the relationship with their parents’ advisor — again an opportunity to capture market share.

•

Continued expansion in Impact Investing and alternative investments:

The Target Companies have been at the forefront of Impact Investing, actively expanding its offerings and growing its Impact Investing AUM to $4.3 billion as of December 31, 2020. The Target Companies expect this figure to continue to grow as

high-net

worth individuals plan to allocate 46% of their portfolio to sustainable investing by the end of 2021, according to Capgemini. In addition, the Target Companies have a strong track record of partnering with innovative alternative investment firms and investing in high-quality alternative-asset managers to facilitate and participate in their growth and institutionalization by providing comprehensive infrastructure support and management services to the investment teams. These investments are set to benefit from strong growth within the alternative asset space as AUM is expected to grow from $10.7 trillion in 2020 to $17.2 trillion in 2025, a 9.8% CAGR, according to Preqin.

•

Continued consolidation within the RIA industry:

As smaller,

founder-led

wealth and asset managers face increasing pressure to institutionalize, the Target Companies are well positioned to capture market share through client acquisition or accretive acquisitions of smaller platforms.

•

Well-established wealth and asset management platforms:

The Target Companies’ deep relationships with clients has been built and strengthened over the past 40 years with a broad mix of industry leading services and uncorrelated investment opportunities.

•

Reputation for permanence and fidelity:

The Target Companies will continue to be independent registered investment advisers, and they employ a partnership culture and mindset with significant employee-ownership, which we believe aligns their interests with those of their clients. The Target Companies do not receive commissions, rebates, spreads or any other indirect or undisclosed forms of compensation. The

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Target Companies are not controlled by any client or family and all of their investment decisions are made in the best interests of their clients. All of their fees are disclosed and transparent to their clients who have an unrestricted right to accept or reject them. As a result, the Target Companies have a reputation for provided independent, objective advice and high client retention.

•

Seasoned Management Team:

The Target Companies are each led by a team of seasoned executives with significant and diverse experience. Their respective management teams have considerable expertise across investment management, alternative asset management, real estate, financial planning, and trusts and estates. Members of their senior management have an average of over 20 years of experience and a strong track record in building successful businesses from the ground up and generating superior returns across market cycles. Additionally, their senior management teams have experienced little turnover since the inception of their predecessor businesses which we believe have enabled them to build meaningful long-term relationships and partnerships with their clients.

•

Long-standing client relationships:

The Target Companies have a wealth management client base including some of the largest family offices and HNWIs on a global basis. Their average wealth management relationship spans over eight years. Their 20 largest clients by AUM have been with them for more than eight years on average and represent 13% of their total revenue for the year ended December 31, 2020. Further, they have a high client retention rate of more than 95% as measured by average annual wealth assets under management since 2018.

•

Global platform with innovative offerings:

The Target Companies provide clients and investors with customized wealth management services and differentiated asset management solutions, on a global basis, and as of December 31, 2020 (assuming completion of the Business Combination), have approximately $54.6 billion in combined AUM and AUA, with approximately 400 professionals operating in 24 cities in 11 countries across four continents. The Target Companies offers clients, families, and institutions a wide range of services, including wealth management services ranging from independent investment advice to trust administration to merchant banking support and asset management solutions, including direct and

co-investment

opportunities and, in selected situations, investing in high-quality alternative-asset managers to facilitate and participate in their growth and institutionalization.

•

Record of constructive partnerships:

The Target Companies have executed more than 25 acquisitions or joint venture investments to date.

•

Valuation.

The Aggregate Transaction Consideration set forth in the Business Combination reflects an attractive valuation relative to publicly listed companies and recent precedent transactions in the private market with certain characteristics comparable to the Target Companies such as similar industry, end markets, growth profiles, and margin profiles. Taken together with the Target Companies’ history of strong financial performance, projected revenue growth rate, high margins, and projected profitability, along with the caliber of investors involved in the Initial Private Placement, Cartesian believes the Business Combination presented a compelling acquisition opportunity for Cartesian and its shareholders. In evaluating the financial aspects of the Business Combination, the Cartesian Board reviewed a number of materials, including the transaction documents, historical financial results of the business and Projections prepared by the Target Companies.

In the course of its deliberations, Cartesian’s Board considered a variety of uncertainties, risks and other potentially negative reasons relevant to the Business Combination, including the below:

•

The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected time frame and the significant fees, expenses and time and effort of management associated with completing the Business Combination.

•

The risk that the Business Combination and transactions contemplated thereby might not be consummated or completed in a timely manner or that the closing might not occur despite our best efforts, including by reason of a failure to obtain the approval of our stockholders, litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin the consummation of the Business Combination.

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•

Competition in the wealth and asset management market is intense and, as a result, the Target Companies may fail to attract and retain clients and investors, which may negatively impact the Target Companies operations and growth prospects.

•

The requirements of being a public company, including compliance with the SEC’s requirements regarding internal controls over financial reporting, may strain the Target Companies resources and divert management’s attention, and the increases in legal, accounting and compliance expenses that will result from the Target Companies may be greater than the Target Companies anticipate.

•

The Target Companies may invest in or acquire other businesses, or may invest or spend the proceeds of the Business Combination in ways with which the investors may not agree or which may not yield a return, and the Target Companies business may suffer if it is unable to successfully integrate acquired businesses into its company or otherwise manage the growth associated with multiple acquisitions.

After considering the foregoing potentially negative and potentially positive reasons, the Board concluded, in its business judgment, that the potentially positive reasons relating to the Business Combination and the other related transactions outweighed the potentially negative reasons.

Certain Projected Financial Information

In connection with its consideration of the potential business combination, Cartesian’s Board was provided with the projections set forth below prepared by management of each of the Target Companies (collectively, the “Projections”). The Projections set forth below reflect the combination of the separate projections prepared by the management of each of the Target Companies. Management of Alvarium did not compile or review and assumes no responsibility for the projections of the TIG Entities or TWMH. Management of the TIG Entities did not compile or review and assumes no responsibility for the projections of Alvarium or TWMH. Management of TWMH did not compile or review and assumes no responsibility for the projections of Alvarium or the TIG Entities.

The Projections are included in this proxy statement/prospectus solely to provide Cartesian’s shareholders access to information made available in connection with the Cartesian Board’s consideration of the proposed Business Combination. The Projections should not be viewed as public guidance. Furthermore, the Projections do not take into account any circumstances or events occurring after the date on which the Projections were prepared, which was September 14, 2021.

The Projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the SEC or the American Institute of Certified Public Accountants with respect to prospective financial information. The Projections have not been audited. Neither the independent registered public accounting firms of the Target Companies nor Cartesian or any other independent accountants, have compiled, examined or performed any procedures with respect to the Projections contained herein, nor have they expressed any opinion or any other form of assurance on such information or their achievability, and the independent accounting firms of the Target Companies and Cartesian assume no responsibility for, and disclaim any association with, the Projections, as further described in the section entitled “

Cautionary Note Regarding Forward-Looking Statements

”.

The Projections were prepared in good faith by the Target Companies management based on their reasonable estimates and assumptions with respect to the expected future financial performance of the Target Companies at the time the Projections were prepared and speak only as of that time.

While presented with numerical specificity, the Projections are forward-looking and reflect numerous estimates and assumptions including, but not limited to, future industry performance under various industry scenarios as well as assumptions for competition, general business, economic, market and financial conditions and matters specific to the businesses of the Target Companies, all of which are difficult to predict and many of

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which are beyond the preparing parties’ control including, among other things, the matters described in the sections entitled “C

autionary Note Regarding Forward-Looking Statements

” and “

Risk Factors

.”

The Projections were prepared solely for internal use to assist Cartesian in its evaluation of the Target Companies and the Business Combination. The Target Companies have not warranted the accuracy, reliability, appropriateness or completeness of the projections to anyone, including Cartesian. Neither the Target Companies management nor any of its respective representatives has made or makes any representations to any person regarding the ultimate performance of the Target Companies relative to the Projections. The Projections are not fact. The Projections are not a guarantee of actual future performance. The future financial results of the Target Companies may differ materially from those expressed in the Projections due to factors beyond either of their ability to control or predict.

The Projections are not included in this proxy statement/prospectus in order to induce any Cartesian shareholders to vote in favor of any of the proposals at the special meeting.

We encourage you to review the financial statements of the Target Companies included in this proxy statement/prospectus, as well as the financial information in the sections entitled “

Summary Historical Financial Information of TWMH

”

“

Summary Historical Financial Information of the TIG Entities

”, “

Summary Historical Financial Information of Alvarium

”, and “

Unaudited Pro Forma Combined Financial Information

” in this proxy statement/prospectus and to not rely on any single financial measure.

Neither Cartesian nor the Target Companies or any of their respective affiliates intends to, and, except to the extent required by applicable law, each of them expressly disclaims any obligation to, update, revise or correct the Projections to reflect circumstances existing or arising after the date such Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Projections are shown to be in error or any of the Projections otherwise would not be realized below:


(US$ in millions)	2019 (3)		2020 (4)		2021P (5)		2022P (5)
Economic Revenue (1)	$	147.2	$	173.5	$	215.2	$	246.8
Economic EBITDA (2)	$	32.7	$	49.5	$	79.3	$	100.1

(1)	Economic Revenue is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of total revenue. Economic Revenue represents total revenue less (a) profit share participation of an affiliate.

(2)	Economic EBITDA represents Adjusted EBITDA less (a) profit share participation of an affiliate.

(3)	FY 2019 results.

(4)	FY 2020 results.

(5)	Projected results.

Explanatory Note Regarding the Business Combination Agreement

The Business Combination Agreement and this summary are included to provide you with information regarding the terms of the Business Combination Agreement. The Business Combination Agreement contains representations and warranties by Cartesian, Umbrella Merger Sub, the Target Companies and Umbrella. The representations, warranties and covenants made in the Business Combination Agreement by Cartesian, Umbrella Merger Sub, the Target Companies and Umbrella were qualified and subject to important limitations agreed to by Cartesian, Umbrella Merger Sub, the Target Companies and Umbrella in connection with negotiating the terms of the Business Combination Agreement. In particular, in your review of the representations and warranties contained in the Business Combination Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the Business Combination Agreement may have the right not to consummate the Business Combination if the representations and warranties of the other party were to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the Business Combination Agreement,

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rather than establishing or attempting to set forth matters as facts. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to shareholders and reports and documents filed with the SEC and some representations, warranties and covenants were qualified by the matters contained in the confidential disclosure letters that Cartesian and the Target Companies each delivered in connection with the Business Combination Agreement and certain documents filed with the SEC. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since the date of the Business Combination Agreement, and subsequent developments or new information qualifying a representation or warranty may have been included in or incorporated by reference into this joint proxy statement/prospectus. However, for the avoidance of doubt, information in the Business Combination Agreement is part of the disclosure document and may be subject to federal securities law liability.

For the foregoing reasons, the representations and warranties or any descriptions of those provisions should not be read alone or relied upon as presenting the actual state of facts or condition of Cartesian, Umbrella Merger Sub, the Target Companies and Umbrella, or any of their respective subsidiaries or affiliates, without considering the foregoing. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this document or incorporated by reference into this proxy statement/prospectus. Please see the section entitled “

Where You Can Find More Information

” beginning on page 440. Cartesian will provide additional disclosures in its public reports to the extent it is aware of the existence of any material facts that are required to be disclosed under federal securities laws and that might otherwise contradict the terms and information contained in the Business Combination Agreement and will update such disclosure as required by federal securities laws.

The Business Combination Agreement

This section describes the material provisions of the Business Combination Agreement and certain additional agreements entered into or to be entered into at Closing pursuant to the Business Combination Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof or include all of the additional agreements entered into or to be entered into pursuant to the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement and each of the Related Agreements. Shareholders and other interested parties are urged to read the Business Combination Agreement and such Related Agreements in their entirety.

On September 19, 2021, Cartesian, TWMH, TIG GP, TIG MGMT, Alvarium, Umbrella Merger Sub and Umbrella entered into the Business Combination Agreement. The terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions and other terms relating to the Business Combination, are summarized below. Capitalized terms used in this proxy statement/prospectus but not otherwise defined herein have the meanings given to them in the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A-1 and incorporated herein by reference.

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;

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(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 with 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 with 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 Class A Common Stock, and upon the consummation of the Alvarium Exchange, Alvarium Topco will become a direct wholly-owned subsidiary of Cartesian;

(vi)

(vii)

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.

(b)

Concurrently with the execution and delivery of the Business Combination Agreement, Cartesian has 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 (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, Cartesian, Alvarium, TWMH, the TIG Entities, the Key TWMH Members, the Key TIG GP Members and the Key TIG MGMT Members have 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, Cartesian, CGC Sponsor LLC, a Cayman Islands limited liability company (“Sponsor”), Alvarium, TWMH and the TIG Entities have entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”), described in more detail below;

(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”);

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(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, 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 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 Business Combination Agreement.

Conversion of Securities; Exchange of Certificates; Certificates; Payment Spreadsheets.

Alvarium Exchange

. At the Alvarium Exchange Effective Time, by virtue of the Alvarium Exchange and pursuant to, and in accordance with, the Alvarium Exchange Agreement:

(a)

The Alvarium ordinary shares issued and outstanding immediately prior to the Alvarium Exchange Effective Time and held by each Alvarium Shareholder will be transferred by each such Alvarium Shareholder to Cartesian and each Alvarium Shareholder will subscribe for, be issued and/or receive, in exchange therefor, as applicable:

(i)

a number of shares of Class A Common Stock equal to such Alvarium Shareholder’s portion of the Alvarium Shareholders Share Consideration set forth in, and in accordance with, the Alvarium Payment Spreadsheet (with each such Alvarium Shareholder receiving the number of shares of Class A Common Stock set forth opposite such Alvarium Shareholder’s name on the Alvarium Payment Spreadsheet); and

(ii)

such Alvarium Shareholder’s portion of the Alvarium Shareholders

Earn-Out

Consideration set forth in, and in accordance with, the Alvarium Payment Spreadsheet (with each such Alvarium Shareholder to receive the right to receive the portion of the Alvarium Shareholders

Earn-Out

Consideration set forth opposite such Alvarium Shareholder’s name on the Alvarium Payment Spreadsheet).

(b)

The Alvarium Class A Shares issued and outstanding immediately prior to the Alvarium Exchange Effective Time and held by each Alvarium Shareholder will be transferred by each such Alvarium Shareholder to Cartesian and each Alvarium Shareholder will subscribe for, be issued and/or receive, in exchange therefor, as applicable:

(i)

(ii)

such Alvarium Shareholder’s portion of the Alvarium Shareholders

Earn-Out

Consideration set forth in, and in accordance with, the Alvarium Payment Spreadsheet (with each such Alvarium Shareholder to receive the right to receive the portion of the Alvarium Shareholders

Earn-Out

Consideration set forth opposite such Alvarium Shareholder’s name on the Alvarium Payment Spreadsheet).

(c)

As a result of the Alvarium Exchange, each Alvarium Shareholder will cease to be a holder of any Alvarium Shares and Cartesian will immediately become the beneficial owner thereof (the date and time of Cartesian becoming the beneficial owner of the Alvarium Shares (or such later time as may be agreed by each of the parties and specified in the Alvarium Exchange Agreement) being the “Alvarium Exchange Effective Time”) and be recorded in the register of members of Alvarium as the legal holder of all of the Alvarium Shares.

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Umbrella Merger

. At the Umbrella Merger Effective Time, by virtue of the Umbrella Merger and without any action on the part of Umbrella, Umbrella Merger Sub, TWMH, the TIG Entities, or the holders of any of the following securities:

(a)

The Umbrella

Pre-Merger

Class B Units issued and outstanding immediately prior to the Umbrella Merger Effective Time and held by each TWMH Member will automatically be converted into and become the right to receive:

(i)

a number of Umbrella Class B common units equal to such TWMH Member’s portion of the TWMH Members Interests Consideration set forth in, and in accordance with, the TWMH Payment Spreadsheet (with each such TWMH Member to receive the right to receive the number of Umbrella Class B common units set forth opposite such TWMH Member’s name on the TWMH Payment Spreadsheet);

(ii)

a number of shares of Class B Common Stock equal to such TWMH Member’s portion of the TWMH Members Voting Share Consideration set forth in, and in accordance with, the TWMH Payment Spreadsheet (with each such TWMH Member to receive the right to receive the number of shares of Class B Common Stock set forth opposite such TWMH Member’s name on the TWMH Payment Spreadsheet);

(iii)

such TWMH Member’s portion of the TWMH Members Cash Consideration set forth in, and in accordance with, the TWMH Payment Spreadsheet (with each such TWMH Member to receive the right to receive the portion of the TWMH Members Cash Consideration set forth opposite such TWMH Member’s name on the TWMH Payment Spreadsheet); provided, however, that the TWMH Members Cash Consideration payable to any (1) Active TWMH Member will be an amount in cash that reflects the sale of no more than 10% of the number of TWMH Interests that such Active TWMH Member holds immediately prior to the Umbrella Merger Effective Time set forth in the TWMH Payment Spreadsheet and (2) Inactive TWMH Member will be an amount in cash that reflects the sale of no less than 15% of the number of TWMH Interests that such Inactive TWMH Member holds immediately prior to the Umbrella Merger Effective Time set forth in the TWMH Payment Spreadsheet; and

(iv)

such TWMH Member’s portion of the TWMH Members

Earn-Out

Consideration set forth in, and in accordance with, the TWMH Payment Spreadsheet (with each such TWMH Member to receive the right to receive the portion of the TWMH Members

Earn-Out

Consideration set forth opposite such TWMH Member’s name on the TWMH Payment Spreadsheet)

(b)

The Umbrella

Pre-Merger

Class B Units issued and outstanding immediately prior to the Umbrella Merger Effective Time and held by each TIG GP Member will automatically be converted into and become the right to receive:

(i)

a number of Umbrella Class B common units equal to such TIG GP Member’s portion of the TIG Members Interests Consideration set forth in, and in accordance with, the TIG Entities Payment Spreadsheet (with each such TIG GP Member to receive the right to receive the number of Umbrella Class B common units set forth opposite such TIG GP Member’s name on the TIG Entities Payment Spreadsheet);

(ii)

a number of shares of Class B Common Stock equal to such TIG GP Member’s portion of the TIG Entities Members Voting Share Consideration set forth in, and in accordance with, the TIG Entities Payment Spreadsheet (with each such TIG GP Member to receive the right to receive the number of shares of Class B Common Stock set forth opposite such TIG GP Member’s name on the TIG Entities Payment Spreadsheet);

(iii)

such TIG GP Member’s portion of the TIG Entities Members Cash Consideration set forth in, and in accordance with, the TIG Entities Payment Spreadsheet (with each such

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TIG GP Member to receive the right to receive the portion of the TIG Entities Members Cash Consideration set forth opposite such TIG GP Member’s name on the TIG Entities Payment Spreadsheet); provided, however, that the TIG Entities Members Cash Consideration payable to any (1) Active TIG GP Member will be an amount in cash that reflects the sale of no more than 10% of the number of TIG GP Interests that such Active TIG GP Member holds immediately prior to the Umbrella Merger Effective Time set forth in the TIG Entities Payment Spreadsheet and (2) Inactive TIG GP Member will be an amount in cash that reflects the sale of no less than 20% of the number of TIG GP Interests that such Inactive TIG GP Member holds immediately prior to the Umbrella Merger Effective Time set forth in the TIG Entities Payment Spreadsheet; and

(iv)

such TIG GP Member’s portion of the TIG Entities Members

Earn-Out

Consideration set forth in, and in accordance with, the TIG Entities Payment Spreadsheet (with each such TIG GP Member to receive the right to receive the portion of the TIG Entities Members

Earn-Out

Consideration set forth opposite such TIG GP Member’s name on the TIG Entities Payment Spreadsheet).

(c)

The Umbrella

Pre-Merger

Class B Units issued and outstanding immediately prior to the Umbrella Merger Effective Time and held by each TIG MGMT Member will automatically be converted into and become the right to receive:

(i)

a number of Umbrella Class B common units equal to such TIG MGMT Member’s portion of the TIG Entities Members Interests Consideration set forth in, and in accordance with, the TIG Entities Payment Spreadsheet (with each such TIG MGMT Member to receive the right to receive the number of Umbrella Class B common units set forth opposite such TIG MGMT Member’s name on the TIG Entities Payment Spreadsheet);

(ii)

a number of shares of Class B Common Stock equal to such TIG MGMT Member’s portion of the TIG Entities Members Voting Share Consideration set forth in, and in accordance with, the TIG Entities Payment Spreadsheet (with each such TIG MGMT Member to receive the right to receive the number of shares of Class B Common Stock set forth opposite such TIG MGMT Member’s name on the TIG Entities Payment Spreadsheet);

(iii)

such TIG MGMT Member’s portion of the TIG Entities Members Cash Consideration set forth in, and in accordance with, the TIG Entities Payment Spreadsheet (with each such TIG MGMT Member to receive the right to receive the portion of the TIG Entities Members Cash Consideration set forth opposite such TIG MGMT Member’s name on the TIG Entities Payment Spreadsheet); provided, however, that the TIG Entities Members Cash Consideration payable to any (1) Active TIG MGMT Member will be an amount in cash that reflects the sale of no more than 10% of the number of TIG MGMT Interests that such Active TIG MGMT Member holds immediately prior to the Umbrella Merger Effective Time set forth in the TIG Entities Payment Spreadsheet and (2) Inactive TIG MGMT Member will be an amount in cash that reflects the sale of no less than 20% of the number of TIG MGMT Interests that such Inactive TIG MGMT Member holds immediately prior to the Umbrella Merger Effective Time set forth in the TIG Entities Payment Spreadsheet; and

(iv)

such TIG MGMT Member’s portion of the TIG Entities Members

Earn-Out

Consideration set forth in, and in accordance with, the TIG Entities Payment Spreadsheet (with each such TIG MGMT Member to receive the right to receive the portion of the TIG Entities Members

Earn-Out

Consideration set forth opposite such TIG MGMT Member’s name on the TIG Entities Payment Spreadsheet).

(d)

The limited liability company interests of Umbrella Merger Sub held by Cartesian and issued and outstanding immediately prior to the Umbrella Merger Effective Time will be automatically converted into and exchanged for a number of Umbrella Class A Common Units equal to the number of shares of Class A Common Stock held by the stockholders of Cartesian following the Umbrella Merger Effective Time.

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Certificates.

(a)

Cartesian Certificate

. At least five Business Days prior to the Closing Date, Cartesian will cause the Chief Financial Officer of Cartesian (solely in his capacity as such) to deliver to the Companies a certificate (the “Cartesian Certificate”) certified by such Chief Financial Officer (solely in his capacity as such) setting forth Cartesian’s good faith estimate of the Transaction Expenses of Cartesian (including for the avoidance of doubt any Additional Banking Fees), including reasonable supporting materials for the amount of each item included in the Transaction Expenses of Cartesian.

(b)

Alvarium Certificate.

At least five Business Days prior to the Closing Date, Alvarium will cause the Chief Financial Officer of Alvarium (solely in his capacity as such) to deliver to Cartesian, TWMH and the TIG Entities a certificate (the “Alvarium Certificate”) certified by such Chief Financial Officer (solely in his capacity as such) setting forth: (i) Alvarium’s good faith estimate of the Transaction Expenses of Alvarium, (ii) the Cash of Alvarium its Subsidiaries (the “Alvarium Subsidiaries”) as of the Reference Time, and (iii) the Indebtedness of Alvarium and the Alvarium Subsidiaries as of the Reference Time, including reasonable supporting materials for the amounts of each item included in the Alvarium Certificate.

(c)

TWMH Certificate.

At least five Business Days prior to the Closing Date, TWMH will cause the Chief Operating Officer of TWMH (solely in his capacity as such) to deliver to Cartesian, the TIG Entities and Alvarium a certificate (the “TWMH Certificate”) certified by such Chief Operating Officer (solely in his capacity as such) setting forth: (i) TWMH’s good faith estimate of (A) the Transaction Expenses of TWMH, (B) the Cash of TWMH and its Subsidiaries (the “TWMH Subsidiaries”) as of the Reference Time, and (C) the Indebtedness of TWMH and the TWMH Subsidiaries as of the Reference Time, including reasonable supporting materials for the amounts of each item included in the TWMH Certificate.

(d)

TIG GP Certificate.

At least five Business Days prior to the Closing Date, TIG GP will cause the Chief Administrative Officer of TIG GP, (solely in her capacity as such) to deliver to Cartesian, TWMH and Alvarium a certificate (the “TIG GP Certificate”) certified by such Chief Administrative Officer (solely in her capacity as such) setting forth: (i) TIG GP’s good faith estimate of (A) the Transaction Expenses of TIG GP, (B) the Cash of TIG GP and its Subsidiaries as of the Reference Time, and (C) the Indebtedness of TIG GP and its Subsidiaries as of the Reference Time, including reasonable supporting materials for the amounts of each item included in the TIG GP Certificate.

(e)

TIG MGMT Certificate.

At least five Business Days prior to the Closing Date, TIG MGMT will cause the Chief Administrative Officer of TIG MGMT (solely in her capacity as such) to deliver to Cartesian, TWMH and Alvarium a certificate (the “TIG MGMT Certificate” and, together with the Alvarium Certificate, the TWMH Certificate, and the TIG GP Certificate, the “Company Certificates”) certified by such Chief Administrative Officer (solely in her capacity as such) setting forth: (i) TIG MGMT’s good faith estimate of (A) the Transaction Expenses of TIG MGMT, (B) the Cash of TIG MGMT and its Subsidiaries as of the Reference Time, and (C) the Indebtedness of TIG MGMT and its Subsidiaries as of the Reference Time, including reasonable supporting materials for the amounts of each item included in the TIG MGMT Certificate.

(f)

Company Certificates

. Following delivery of the Company Certificates, Cartesian and the Companies will use their respective reasonable best efforts to agree in good faith on such Company Certificates as soon as possible, and in any event, not less than three Business Days prior to the Closing Date. In the event that Cartesian and the Companies are unable to agree on the Cash amount set forth in such Company Certificates within the two Business Day period following their delivery, then such amount will be referred (as soon as practicable and no later than the first Business Day following expiry of such two Business Day period) to the Expert for determination, and the Closing Date will be deferred (if required) to the next available Business Day following such Expert’s determination (which date will not be more than six Business Days following the date of referral). Among other things, the Expert will be directed to render its determination within five Business Days of appointment. In the absence of manifest error, the Expert’s determination will be final and binding.

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Payment Spreadsheets

. Promptly following the agreement or determination of the Company Certificates and, in any event, not less than two Business Days prior to the Closing Date and based upon such Company Certificates, Cartesian and the Companies will calculate (a) the Companies Equity Value, (b) the New Shareholder Equity Value, and (c) each component of the Aggregate Transaction Consideration, including the (i) Alvarium Shareholders

Earn-Out

Consideration, (ii) Alvarium Shareholders Share Consideration, (iii) TWMH Members Interests Consideration, (iv) TWMH Members Voting Share Consideration, (v) TWMH Members Cash Consideration, (vi) TWMH Members

Earn-Out

Consideration, (vii) TIG Entities Members Interests Consideration, (viii) TIG Entities Members Voting Share Consideration, (ix) TIG Entities Members Cash Consideration, and (x) TIG Entities Members

Earn-Out

Consideration and, based upon such calculations, (i) Alvarium will deliver to Cartesian the Alvarium Payment Spreadsheet and, as promptly as practicable following such delivery, Alvarium and Cartesian will work together in good faith to finalize the Alvarium Payment Spreadsheet, (ii) TWMH will deliver to Cartesian the TWMH Payment Spreadsheet and, as promptly as practicable following such delivery, Cartesian and TWMH will work together in good faith to finalize the TWMH Payment Spreadsheet, and (iii) TIG Entities will deliver to Cartesian the TIG Entities Payment Spreadsheet and, as promptly as practicable following such delivery, Cartesian and TIG Entities will work together in good faith to finalize the TIG Entities Payment Spreadsheet. The allocation of the components of Aggregate Transaction Consideration set forth in each of the Payment Spreadsheets will, to the fullest extent permitted by applicable law, be final and binding on all parties and will be used by Cartesian for purposes of paying and issuing the components of Aggregate Transaction Consideration to the Alvarium Shareholders, the TWMH Members, the TIG GP Members, and the TIG MGMT Members, as applicable, absent manifest error. In paying and issuing the Aggregate Transaction Consideration, Cartesian will, to the fullest extent permitted by applicable law, be entitled to rely fully on the information set forth in the Payment Spreadsheets, absent manifest error.

Consideration to be Received in the Business Combination

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 $1,079,900,000 (the “Companies Enterprise Value”) subject to adjustments as described below (as adjusted, the “Companies Equity Value”), distributed as follows:

(d)

(e)

(f)

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the TIG Excess Transaction Expenses (each expressed as a positive number) minus (ii) the sum of (x) Cash of the TIG Entities and their subsidiaries as of the Reference Time, plus

(y) the Incurred TIG Expenses (expressed as a positive number) minus

the TWMH Excess Transaction Expenses (each expressed as a positive number) minus (ii) the sum of (x) Cash of TWMH and its subsidiaries as of the Reference Time, plus

(y) the Incurred TWMH Expenses (expressed as a positive number) minus

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.

Earnout

” below.

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Earnout

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 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 Alvarium Shareholders

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 Alvarium Shareholders

Earn-Out

Consideration to the Alvarium Shareholders in accordance with, and pursuant to, the Alvarium Payment Spreadsheet.

TWMH Members

Earn-Out

Consideration

. 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, 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.

TIG Entities Members

Earn-Out

Consideration

. 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.

If a Cartesian Change of Control occurs during the

Earn-Out

Period, then, immediately prior to the consummation of such Cartesian Change of Control, (i) any

Earn-Out

Target that has not been previously satisfied will be deemed to be satisfied and (ii) the Alvarium Shareholders’

Earn-Out

Consideration, the TWMH Members

Earn-Out

Consideration, and the TIG Entities Members

Earn-Out

Consideration in connection with each such

Earn-Out

Target will be earned and no longer subject to the restrictions set forth in this section. “

Cartesian Change of Control

” means (A) a sale, lease, license or other disposition, in a single transaction or a series of related transactions, of 50% or more of the assets of Cartesian and its Subsidiaries, taken as a whole; (B) a merger, consolidation or other business combination of Cartesian in any person or “group” (within the meaning of Rules

13d-3

and

13d-5

under the Exchange Act as in effect on the Closing Date) acquiring at least 50% of the combined voting power of the then outstanding securities of Cartesian or the surviving person outstanding immediately after such merger, consolidation or other business combination; or (C) any person or “group” (within the meaning of Rules

13d-3

and

13d-5

under the Exchange Act as in effect on the Closing Date) obtaining beneficial ownership (as defined in Rules

13d-3

and

13d-5

under the Exchange Act) of the voting stock of Cartesian representing more than 50% of the voting power of the capital stock of Cartesian entitled to vote for the election of directors of Cartesian.

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Representations and Warranties

In General

The parties to the Business Combination Agreement have made customary representations and warranties, regarding aspects of the respective businesses, financial condition and structure of the parties, as well as other facts pertinent to the Business Combination. These representations and warranties are subject to materiality, knowledge and other similar qualifications in many respects and will not survive the Closing. These representations and warranties have been made solely for the benefit of the other parties to the Business Combination Agreement.

Under the Business Combination Agreement, TWMH has made representations and warranties regarding TWMH and its subsidiaries, including with respect to: organization and qualification; subsidiaries; organizational documents; capitalization; authority; no conflicts; required filings and consents; permits and compliance; financial statements; absence of undisclosed liabilities; absence of certain changes or events; litigation; employee benefit plans; labor and employment matters; real property; title to assets; intellectual property; tax matters; environmental matters; material contracts; insurance; board approval and vote required; certain business practices; sanctions; transactions with interested parties; registered investment advisor compliance matters; agreements with clients; funds; broker dealer compliance matters; commodity pool operator and commodity trading advisor compliance matters; the Exchange Act; and brokers.

Under the Business Combination Agreement, the TIG Entities have made representations and warranties regarding the TIG Entities and their subsidiaries, including with respect to: organization and qualification; subsidiaries; organizational documents; capitalization; authority; no conflicts; required filings and consents; permits and compliance; financial statements; absence of undisclosed liabilities; absence of certain changes or events; litigation; employee benefit plans; labor and employment matters; real property; title to assets; intellectual property; tax matters; environmental matters; material contracts; insurance; board approval and vote required; certain business practices; sanctions; transactions with interested parties; registered investment advisor compliance matters; agreements with clients; funds; broker dealer compliance matters; commodity pool operator and commodity trading advisor compliance matters; the Exchange Act; and brokers.

Under the Business Combination Agreement, Alvarium has made representations and warranties regarding Alvarium and its subsidiaries, including with respect to: organization and qualification; subsidiaries; organizational documents; capitalization; authority; no conflicts; required filings and consents; permits and compliance; financial statements; absence of undisclosed liabilities; absence of certain changes or events; litigation; employee benefit plans; labor and employment matters; real property; title to assets; intellectual property; tax matters; environmental matters; material contracts; insurance; board approval and vote required; certain business practices; sanctions; transactions with interested parties; registered investment advisor compliance matters; agreements with clients; funds; broker dealer compliance matters; commodity pool operator and commodity trading advisor compliance matters; the Exchange Act; and brokers.

Under the Business Combination Agreement, Umbrella has made representations and warranties regarding Umbrella and its transferred companies, including with respect to: organization; authority; capitalization; no conflicts; required filings and consents; no prior operations; tax matters; and brokers.

Under the Business Combination Agreement, Cartesian has made representations and warranties regarding Cartesian and Umbrella Merger Sub, including with respect to: corporate organization; organizational documents; capitalization; authority; no conflict; required filings and consents; compliance matters; SEC filings; financial statements; Sarbanes Oxley; absence of certain changes or events; absence of litigation; board approval and vote required; no prior operations of Umbrella Merger Sub; brokers; trust account; employees; tax matters; Nasdaq listing; transactions with affiliates; and no undisclosed liabilities.

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Material Adverse Effect

Material Adverse Effect with respect to Alvarium

Under the Business Combination Agreement, in respect of Alvarium, an “Alvarium Material Adverse Effect” means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, (a) is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of Alvarium and the Alvarium Subsidiaries, taken as a whole, or (b) would prevent, materially delay or materially impede the performance by Alvarium of its obligations under the Business Combination Agreement or the consummation of the transactions contemplated thereby;

provided

however

, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be an Alvarium Material Adverse Effect: (i) any change or proposed change in, or change in the interpretation of, any applicable law or UK GAAP; (ii) events or conditions generally affecting the industries or geographic areas in which Alvarium and the Alvarium Subsidiaries operate; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, epidemic, disease outbreak, pandemic (including the COVID-19 or

SARS-CoV-2

virus or any mutation thereof (including any applicable law, directive, pronouncement, guideline or recommendation issued by a Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or any industry group providing for business closures, changes to business operations,

“sheltering-in-place”

or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak (including any

COVID-19

Measures)), or acts of God, (vi) any actions taken or not taken by Alvarium or the Alvarium Subsidiaries as required by the Business Combination Agreement or any agreement ancillary to the Business Combination Agreement, (vii) any effect attributable to the announcement or execution, pendency, negotiation or consummation of the transactions contemplated by the Business Combination Agreement, (viii) any failure to meet any projections, forecasts, estimates or financial or operating predictions of revenue, earnings, cash flow or cash position,

provided

that this clause (viii) shall not prevent a determination that any change, event, or occurrence underlying such failure has resulted in an Alvarium Material Adverse Effect, or (ix) any actions taken, or failures to take action, or such other changed or events, in each case to which Cartesian has consented in writing, except in the cases of clauses (i) through (iii), to the extent that Alvarium and the Alvarium Subsidiaries, taken as a whole, are disproportionately affected thereby as compared to other participants in the industries in which Alvarium and the Alvarium Subsidiaries operate.

Material Adverse Effect with respect to the TIG Entities

Under the Business Combination Agreement, in respect of the TIG Entities, a “TIG Entities Material Adverse Effect” means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, (a) is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of the TIG Entities and their subsidiaries (the “TIG Subsidiaries”), taken as a whole, or (b) would prevent, materially delay or materially impede the performance by the TIG Entities of their obligations under the Business Combination Agreement or the consummation of the transactions contemplated thereby;

provided

however

, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be a TIG Entities Material Adverse Effect: (i) any change or proposed change in, or change in the interpretation of, any applicable law or US GAAP; (ii) events or conditions generally affecting the industries or geographic areas in which the TIG Entities and the TIG Subsidiaries operate; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local

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political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, epidemic, disease outbreak, pandemic (including the COVID-19 or

SARS-CoV-2

“sheltering-in-place”

or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak (including any

COVID-19

Measures)), or acts of God, (vi) any actions taken or not taken by the TIG Entities or the TIG Subsidiaries as required by the Business Combination Agreement or any agreement ancillary to the Business Combination Agreement, (vii) any effect attributable to the announcement or execution, pendency, negotiation or consummation of the transactions contemplated by the Business Combination Agreement, (viii) any failure to meet any projections, forecasts, estimates or financial or operating predictions of revenue, earnings, cash flow or cash position,

provided

that this clause (viii) shall not prevent a determination that any change, event, or occurrence underlying such failure has resulted in a TIG Entities Material Adverse Effect or (ix) any actions taken, or failures to take action, or such other changed or events, in each case to which Cartesian has consented in writing, except in the cases of clauses (i) through (iii), to the extent that the TIG Entities and the TIG Subsidiaries, taken as a whole, are disproportionately affected thereby as compared to other participants in the industries in which the TIG Entities and the TIG Subsidiaries operate.

Material Adverse Effect with respect to the TWMH

Under the Business Combination Agreement, in respect of TWMH, a “TWMH Entities Material Adverse Effect” means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, (a) is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of TWMH and the TWMH Subsidiaries, taken as a whole, or (b) would prevent, materially delay or materially impede the performance by TWMH of its obligations under the Business Combination Agreement or the consummation of the transactions contemplated thereby;

provided

however

, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be a TWMH Material Adverse Effect: (i) any change or proposed change in, or change in the interpretation of, any applicable law or US GAAP; (ii) events or conditions generally affecting the industries or geographic areas in which TWMH and the TWMH Subsidiaries operate; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, epidemic, disease outbreak, pandemic (including the COVID-19 or

SARS-CoV-2

“sheltering-in-place”

or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak (including any

COVID-19

Measures)), or acts of God, (vi) any actions taken or not taken by TWMH or the TWMH Subsidiaries as required by the Business Combination Agreement or any agreement ancillary to the Business Combination Agreement, (vii) any effect attributable to the announcement or execution, pendency, negotiation or consummation of the transactions contemplated by the Business Combination Agreement, (viii) any failure to meet any projections, forecasts, estimates or financial or operating predictions of revenue, earnings, cash flow or cash position,

provided

that this clause (viii) shall not prevent a determination that any change, event, or occurrence underlying such failure has resulted in a TWMH Material Adverse Effect or (ix) any actions taken, or failures to take action, or such other changed or events, in each case to which Cartesian has consented in writing, except in the cases of clauses (i) through (iii), to the extent that TWMH and the TWMH Subsidiaries, taken as a whole, are disproportionately affected thereby as compared to other participants in the industries in which TWMH and the TWMH Subsidiaries operate.

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Material Adverse Effect with respect to Cartesian

Under the Business Combination Agreement, in respect of Cartesian, a “Cartesian Material Adverse Effect” means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, (a) is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of Cartesian; or (b) would prevent, materially delay or materially impede the performance by Cartesian of its obligations under the Business Combination Agreement or the consummation of the transactions contemplated thereby;

provided

however

, that none of the following (or the effect of any of the following) shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be a Cartesian Material Adverse Effect: (i) any change or proposed change in or change in the interpretation of any applicable law or US GAAP, including with respect to the matters related to the statement by the staff of the SEC on accounting and reporting considerations for warrants issued by special purpose acquisition companies; (ii) events or conditions generally affecting the industries or geographic areas in which Cartesian operates; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake or other natural disaster, epidemic, disease outbreak, pandemic (including the COVID-19 or

SARS-CoV-2

virus or any mutation thereof), or acts of God, (vi) any actions taken or not taken by Cartesian as required by the Business Combination Agreement or any agreement ancillary to the Business Combination Agreement, (vii) any effect attributable to the announcement or execution, pendency, negotiation or consummation of the transactions contemplated by the Business Combination Agreement, or (viii) any actions taken, or failures to take action, or such other changed or events, in each case, to which the Companies have consented, except in the cases of clauses (i) through (iii), to the extent that Cartesian is disproportionately affected thereby as compared with other participants in the industry in which Cartesian operates.

Closing of the Business Combination

The Closing will take place remotely by electronic exchange of executed documents, commencing at 9:00 a.m., Eastern Time, on the date that is two Business Days after the date on which all conditions described below under the subsection entitled “

Conditions to the Closing of the Business Combination Agreement

” have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof) (or, if later, the date referred to in Section 3.01(f) of the Business Combination Agreement) or such other time and place as Cartesian and the Companies may mutually agree (it being acknowledged by the parties to the Business Combination Agreement that potential investors of the Initial Private Placements have been informed that the Closing Date would not occur prior to January 1, 2022).

Conditions to Closing of the Business Combination Agreement

The consummation of the Business Combination is subject to various conditions. There can be no assurance as to whether or when all of the conditions will be satisfied or waived.

Conditions to Each Party’s Obligations

Each party’s obligation to complete the Business Combination is subject to the satisfaction or, to the extent permitted by law (as applicable), waiver of the following conditions:

(a)

The Cartesian Proposals will have been approved and adopted by the Cartesian Required Shareholders Approval in accordance with the Proxy Statement, the Cayman Islands Companies Act, the Existing Articles and the rules and regulations of Nasdaq;

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(b)

No Governmental Authority will have enacted, issued, promulgated, enforced or entered any applicable law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Business Combination illegal or otherwise prohibiting consummation of the Business Combination;

(c)

All required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”) Act will have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Business Combination under the HSR Act will have expired or been terminated, and any

pre-Closing

approvals or clearances reasonably required thereunder will have been obtained;

(d)

The Registration Statement will have been declared effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement will be in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement will have been initiated or be threatened by the SEC;

(e)

The shares of Cartesian Common Stock constituting the Alvarium Shareholders Share Consideration will have been approved for listing on Nasdaq subject to notice of official issuance;

(f)

Cartesian will have at least $5,000,001 of net tangible assets after giving effect to the Private Placement and following the exercise of the Cartesian Share Redemption in accordance with the Existing Articles.

Conditions to the Obligations of Cartesian

The obligations of Cartesian to complete the Business Combination are also subject to the satisfaction or written waiver of the following conditions:

Alvarium

(a)

The representations and warranties of Alvarium contained in Section 6.01 (Organization and Qualification; Subsidiaries), Section 6.04 (Authority Relative to this Agreement), Section 6.08 (Absence of Certain Changes or Events) and Section 6.28 (Brokers) will each be true and correct in all respects as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to “materiality” or “Alvarium Material Adverse Effect” or any similar limitation set forth therein), except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date. The representations and warranties of Alvarium contained in Section 6.03 (Capitalization) will each be true and correct in all respects other than de minimis inaccuracies as of the Closing Date as though made on the Closing Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date. All other representations and warranties of Alvarium contained in the Business Combination Agreement will be true and correct (without giving any effect to any limitation as to “materiality” or “Alvarium Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except (i) to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date and (ii) where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in an Alvarium Material Adverse Effect.

(b)

Alvarium will have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Alvarium Exchange Effective Time.

(c)

No Alvarium Material Adverse Effect will have occurred and no event or circumstance that may result in or cause a Alvarium Material Adverse Effect will have occurred.

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(d)

Alvarium will have delivered to Cartesian a certificate, dated the date of the Closing, signed by an officer of Alvarium, certifying as to the satisfaction of the conditions specified in Section 11.02(a)(i), Section 11.02(a)(ii) and Section 11.02(a)(iii).

(e)

Such officers of Alvarium and the members of the Alvarium Board, in each case, as mutually agreed between the parties (acting reasonably), will have executed and delivered written resignations effective as of the Alvarium Exchange Effective Time.

(f)

Alvarium will have terminated the Alvarium LTIP and provided Cartesian with evidence satisfactory to Cartesian of such termination.

(g)

Alvarium will have delivered to Cartesian the Alvarium LTIP Exchange Agreements, duly executed by all of the Alvarium LTIP participants included on the Alvarium Payment Spreadsheet.

(h)

Alvarium will have delivered to Cartesian the Alvarium Payment Spreadsheet in accordance with Section 3.02.

(i)

Alvarium will have delivered to Cartesian the Closing deliverables set forth in Section 2.03(b).

(j)

The Alvarium Reorganization will have been duly completed.

TWMH.

(a)

The representations and warranties of TWMH contained in Section 4.01 (Organization and Qualification; Subsidiaries), Section 4.04 (Authority Relative to this Agreement), Section 4.08 (Absence of Certain Changes or Events) and Section 4.28 (Brokers) will each be true and correct in all respects as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to “materiality” or “TWMH Material Adverse Effect” or any similar limitation set forth therein) as though made on the Closing Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date. The representations and warranties of TWMH contained in Section 4.03 (Capitalization) will each be true and correct in all respects other than de minimis inaccuracies as of the Closing Date as though made on the Closing Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date. All other representations and warranties of TWMH contained in the Business Combination Agreement will be true and correct (without giving any effect to any limitation as to “materiality” or “TWMH Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except (i) to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date and (ii) where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a TWMH Material Adverse Effect.

(b)

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(No Conflict; Required Filings and Consents) and Section 7.05 (No Prior Operations of Umbrella) will be true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made at and as of the Closing Date (except to the extent that any such representation and warranty is expressly made as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not result in a material adverse effect on Umbrella.

(c)

TWMH will have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Umbrella Merger Effective Time.

(d)

Umbrella will have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Umbrella Merger Effective Time.

(e)

No TWMH Material Adverse Effect will have occurred and no event or circumstance that may result in or cause a TWMH Material Adverse Effect will have occurred.

(f)

TWMH will have delivered to Cartesian a certificate, dated the date of the Closing, signed by an officer of TWMH, certifying as to the satisfaction of the conditions specified in Section 11.02(b)(i), Section 11.02(b)(ii), Section 11.02(b)(iii), Section 11.02(b)(iv), and Section 11.02(b)(v).

(g)

Such officers of TWMH and members of TWMH Board, in each case, as mutually agreed between the parties (acting reasonably), will have executed and delivered written resignations effective as of the Umbrella Merger Effective Time.

(h)

No more than 30 days prior to the Closing Date, Umbrella will have delivered to Cartesian a properly signed certification, dated as of the Closing Date, pursuant to Treasury Regulations

Section 1.1445-11T(d)(2),

signed under penalties of perjury by a member of Umbrella with management authority over Umbrella in form and substance reasonably satisfactory to Cartesian, certifying that 50% or more of the value of the gross assets of Umbrella does not consist of “U.S. real property interests” (as used in Treasury Regulations

Section 1.1445-11T),

or that 90% or more of the value of the gross assets of Umbrella does not consist of “U.S. real property interests” plus “cash or cash equivalents” (as used in Treasury Regulations

Section 1.1445-11T).

(i)

TWMH will have delivered to Cartesian the TWMH Payment Spreadsheet in accordance with Section 3.02.

(j)

TWMH will have delivered to Cartesian the TWMH Members Written Consent.

(k)

The TWMH/TIG Entities Reorganization will have been duly completed.

(l)

TWMH will have delivered to Cartesian the Closing deliverables set forth in Section 2.03(c).

TIG Entities

(a)

The representations and warranties of the TIG Entities contained in Section 5.01 (Organization and Qualification; Subsidiaries), Section 5.04 (Authority Relative to this Agreement), Section 5.08 (Absence of Certain Changes or Events) and Section 5.28 (Brokers) will each be true and correct in all respects as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to “materiality” or “TIG Entities Material Adverse Effect” or any similar limitation set forth therein), except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date. The representations and warranties of the TIG Entities contained in Section 5.03 (Capitalization) will each be true and correct in all respects other than de minimis inaccuracies as of the Closing Date as though made on the Closing Date, except to the extent that any such representation and warranty

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expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date. All other representations and warranties of the TIG Entities contained in the Business Combination Agreement will be true and correct (without giving any effect to any limitation as to “materiality” or “TIG Entities Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except (i) to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date and (ii) where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a TIG Entities Material Adverse Effect.

(b)

The (i) representations and warranties of Umbrella contained in Section 7.01 (Organization), Section 7.02 (Authority Relative to This Agreement) and Section 7.07 (Brokers) will be true and correct in all respects as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to “materiality” or “material adverse effect” or any similar limitation set forth therein), except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date. The representations and warranties of Umbrella contained in Section 7.03 (Capitalization) will each be true and correct in all respects other than de minimis inaccuracies as of the Closing Date as though made on the Closing Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date. The representations and warranties of Umbrella contained in Section 7.04 (No Conflict; Required Filings and Consents) and Section 7.05 (No Prior Operations of Umbrella) will be true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made at and as of the Closing Date (except to the extent that any such representation and warranty is expressly made as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not result in a material adverse effect on Umbrella.

(c)

Each of the TIG Entities will have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Umbrella Merger Effective Time.

(d)

(e)

No TIG Entities Material Adverse Effect will have occurred and no event or circumstance that may result in or cause a TIG Entities Material Adverse Effect will have occurred.

(f)

The TIG Entities will have delivered to Cartesian a certificate, dated the date of the Closing, signed by an officer of TIG GP and an officer of TIG MGMT, certifying as to the satisfaction of the conditions specified in Section 11.02(c)(i), Section 11.02(c)(ii), Section 11.02(c)(iii), Section 11.02(c)(iv), and Section 11.02(c)(v).

(g)

Such officers of the TIG Entities, the TIG GP Managing Member and the TIG MGMT Managing Member, in each case, as mutually agreed between the parties (acting reasonably), will have executed and delivered written resignations effective as of the Umbrella Merger Effective Time.

(h)

No more than 30 days prior to the Closing Date, Umbrella will have delivered to Cartesian a properly signed certification, dated as of the Closing Date, pursuant to Treasury Regulations

Section 1.1445-11T(d)(2),

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property interests” (as used in Treasury Regulations

Section 1.1445-11T),

or that 90% or more of the value of the gross assets of Umbrella does not consist of “U.S. real property interests” plus “cash or cash equivalents” (as used in Treasury Regulations

Section 1.1445-11T).

(i)

The TIG Entities will have delivered to Cartesian the TIG Entities Payment Spreadsheet in accordance with Section 3.02.

(j)

TIG GP will have delivered to Cartesian the TIG GP Members Written Consent.

(k)

TIG MGMT will have delivered to Cartesian the TIG MGMT Members Written Consent.

(l)

The TWMH/TIG Entities Reorganization will have been duly completed.

(m)

The TIG Entities will have delivered to Cartesian the Closing deliverables set forth in Section 2.03(d).

Conditions to the Obligations of the Target Companies

The obligation of the Target Companies to complete the Business Combination is also subject to the satisfaction or written waiver of the following conditions:

(a)

The representations and warranties of the Cartesian Entities contained in Section 8.01 (Corporate Organization), Section 8.04 (Authority Relative to this Agreement), Section 8.08 (Absence of Certain Changes or Events) and Section 8.12 (Brokers) will each be true and correct in all respects as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to “materiality” or “Cartesian Material Adverse Effect” or any similar limitation set forth therein), except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date. The representations and warranties of the Cartesian Entities contained in Section 8.03 (Capitalization) will each be true and correct in all respects other than de minimis inaccuracies as of the Closing Date as though made on the Closing Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date. All other representations and warranties of the Cartesian Entities contained in the Business Combination Agreement will be true and correct (without giving any effect to any limitation as to “materiality” or “Cartesian Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except (i) to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date and (ii) where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a Cartesian Material Adverse Effect.

(b)

Each of the Cartesian Entities will have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Umbrella Merger Effective Time.

(c)

No Cartesian Material Adverse Effect will have occurred and no event or circumstance that may result in or cause a Cartesian Material Adverse Effect will have occurred.

(d)

Cartesian will have delivered to the Companies a certificate, dated the date of the Closing, signed by an officer of Cartesian, certifying as to the satisfaction of the conditions specified in Section 11.03(a), Section 11.03(b) and Section 11.03(c).

(e)

Such officers of Cartesian and the members of the Cartesian Board, in each case, as mutually agreed between the parties (acting reasonably), will have executed and delivered written resignations effective as of the Umbrella Merger Effective Time.

(f)

Cartesian will have delivered to the Companies the Closing deliverables set forth in Section 2.03(a).

(g)

The Available Cash will be equal to at least the Minimum Cash Amount.

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Covenants Relating to the Conduct of Business; Interim Operations Pending the Closing

Interim Operations of Cartesian and Umbrella Merger Sub

Under the Business Combination Agreement, Cartesian and Umbrella Merger Sub have made certain covenants with respect to the period from the date of the Business Combination Agreement until the earlier of the Closing or the date the Business Combination Agreement is terminated in accordance with its terms (such period, the

“Pre-Closing

Period”), including, among others, not to (in each case, without the prior written consent of any Target Company, unless required by applicable law and the agreements contemplated by the Business Combination Agreement and subject to specified or otherwise scheduled exceptions):

(a)

Conduct the business other than in the ordinary course of business and in a manner consistent with past practice.

(b)

amend or otherwise change the organizational documents of Cartesian or Umbrella Merger Sub;

(c)

form or create any subsidiaries;

(d)

declare, set aside, make or pay any dividend or other distribution, payable in cash, shares, property or otherwise, with respect to any of the shares or equity interests of the Cartesian Entities, other than, with respect to Cartesian, redemptions from the Trust Account that are required pursuant to Cartesian’s Amended and Restated Memorandum and Articles of Association;

(e)

reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of the Cartesian ordinary shares or Cartesian’s warrants except for the Cartesian share redemption;

(f)

issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares, equity interests or other securities of the Cartesian Entities, or any options, warrants, convertible securities or other rights of any kind to acquire any shares, equity interests, or any other ownership interest (including, without limitation, any phantom interest), of the Cartesian Entities;

(g)

(h)

incur any indebtedness;

(i)

make any change in any method of financial accounting or financial accounting principles, policies, procedures or practices, except as required by a concurrent amendment in the US GAAP or applicable law made subsequent to the date hereof, as agreed to by its independent accountants;

(j)

take certain actions with respect to tax matters;

(k)

liquidate, dissolve, reorganize or otherwise wind up the business and operations of the Cartesian Entities;

(l)

amend the trust agreement or any other agreement related to the Trust Account; or

(m)

agree to commit to do any of the foregoing.

Interim Operations of Alvarium

Under the Business Combination Agreement, Alvarium has made certain covenants with respect to the

Pre-Closing

Period, including, among others, to cause Alvarium and the subsidiaries of Alvarium to be conducted and operated in the ordinary course of business and in a manner consistent with past practices, to use commercially reasonable efforts to preserve substantially intact Alvarium and the subsidiaries of Alvarium, to avoid terminating (except for cause as reasonably determined by Alvarium) the services of the current officers, key employees and key consultants of Alvarium and the subsidiaries of Alvarium and to preserve the current

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relationships of Alvarium and the subsidiaries of Alvarium with its and their clients, suppliers and other persons with which Alvarium or any of the subsidiaries of Alvarium have material business relations, not to, in each case, without the prior written consent of Cartesian and subject to specified or otherwise scheduled exceptions:

(a)

amend or otherwise change the organizational documents of Alvarium or the subsidiaries of Alvarium (other than as required in order to effect any action otherwise undertaken in accordance with the Business Combination Agreement);

(b)

other than in the ordinary course of business consistent with past practice, form or create any subsidiaries that are not directly or indirectly wholly owned by Alvarium;

(c)

issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any of the equity interest of Alvarium or the subsidiaries of Alvarium, or any options, warrants, convertible securities or other rights of any kind to acquire any of the equity interest of Alvarium or the subsidiaries of Alvarium, including, without limitation, any phantom interests, other than as scheduled;

(d)

declare, set aside, make or pay any dividend, other distribution or any other amounts, payable in shares, property or otherwise (other than scheduled cash dividends, distributions and other amounts), with respect to any of the equity interest of Alvarium or the subsidiaries of Alvarium, other than dividends or distributions, declared, set aside or paid by any of the subsidiaries of Alvarium to Alvarium or any subsidiary of Alvarium;

(e)

reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of the equity interest of Alvarium or the subsidiaries of Alvarium, other than redemptions of equity securities from former employees upon the terms set forth in the underlying agreements governing such equity securities, or except for any such transaction by a wholly owned subsidiary of Alvarium that remains a wholly owned subsidiary of Alvarium after consummation of such transaction;

(f)

acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or any division other than (A) the acquisition, merger or consolidation of a subsidiary of Alvarium by Alvarium or another subsidiary of Alvarium), (B) any acquisition, merger or consolidation entered into (1) for the purposes of creating a new subsidiary in connection with any

co-investment

or other similar transaction in the ordinary course of business, (2) where the target entity is a new company intended to act as general partner to any fund that is managed or advised by any subsidiary of Alvarium or any affiliate of any subsidiary of Alvarium or joint venture, or (3) where the target entity is a new entity being established for the purposes of holding Alvarium’s rights to any carried interest, promote or other economic interests in any transaction, and (C) certain scheduled acquisitions and (D) acquisitions of newly incorporated companies in the ordinary course of business;

(g)

other than in the ordinary course of business, incur any indebtedness in an individual amount not to exceed $1,000,000;

(h)

grant any material increase in the compensation, incentives or benefits payable or to become payable to any current or former director, shareholder, officer, employee or consultant of Alvarium as of the date of the Business Combination Agreement, other than increases in base compensation of employees in the ordinary course of business or as otherwise scheduled, (B) enter into any new, or materially amend any existing service agreement or severance or termination agreement with (a) any current or former director, shareholder, officer, or (b) consultant or employee whose compensation would make such consultant or employee one of the top ten remunerated individuals at Alvarium, or (C) accelerate or commit to accelerate the funding, payment, or vesting of any compensation or benefits to any current or former director, shareholder, officer, employee or consultant (other than where such acceleration is in accordance with the terms of their employment, engagement or incentive award as at the date of the Business Combination Agreement);

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(i)

other than as required by applicable law or pursuant to the terms of an agreement entered into prior to the date of the Business Combination Agreement grant any severance or termination pay to, any director or officer of Alvarium or of any subsidiary of Alvarium, other than in the ordinary course of business consistent with past practices;

(j)

adopt, amend or terminate any benefit plan, except (A) as may be required by applicable law or as necessary in order to consummate the transaction contemplated in the Business Combination Agreement or (B) in the event of annual renewals of health and welfare programs;

(k)

take certain actions with respect to tax matters;

(l)

materially amend, or modify or consent to the termination (excluding any expiration in accordance with its terms) of certain material contract, as applicable, or amend, waive, modify or consent to the termination (excluding any expiration in accordance with its terms) of any Alvarium’s or any subsidiary of Alvarium’s material rights thereunder, in each case in a manner that is adverse to Alvarium or any subsidiary of Alvarium, taken as a whole, except in the ordinary course of business;

(m)

intentionally permit any material item of intellectually property of Alvarium to lapse or to be abandoned, invalidated, dedicated to the public, or disclaimed, or otherwise become unenforceable or fail to perform or make any applicable filings, recordings or other similar actions or filings, or fail to pay all required fees and taxes required to maintain and protect its interest in each and every material item of intellectually property of Alvarium; or

(n)

agree to commit to do any of the foregoing.

Interim Operations of the TIG Entities

Under the Business Combination Agreement, the TIG Entities have made certain covenants with respect to the

Pre-Closing

Period, including, among others, to cause the TIG Entities and the subsidiaries of the TIG Entities business to be conducted and operated in the ordinary course of business and in a manner consistent with past practices, to use commercially reasonable efforts to preserve substantially intact the TIG Entities and the subsidiaries of the TIG Entities business, to avoid terminating (except for cause as reasonably determined by the TIG Entities)the services of the current officers, key employees and key consultants of the TIG Entities and the subsidiaries of the TIG Entities and to preserve the current relationships of the TIG Entities and the subsidiaries of the TIG Entities with its and their clients, suppliers and other persons with which the TIG Entities and the subsidiaries of the TIG Entities have material business relations, not to, in each case, without the prior written consent of Cartesian and subject to specified or otherwise scheduled exceptions:

(a)

amend or otherwise change the organizational documents of TIG Entities and the subsidiaries of the TIG Entities (other than as required in order to effect any action otherwise undertaken in accordance with the Business Combination Agreement);

(b)

form or create any subsidiaries that are not directly or indirectly wholly owned by the TIG Entities;

(c)

issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any of the equity interest of the TIG Entities and the subsidiaries of the TIG Entities, or any options, warrants, convertible securities or other rights of any kind to acquire any of the equity interest of the TIG Entities and the subsidiaries of the TIG Entities, including, without limitation, any phantom interests;

(d)

declare, set aside, make or pay any dividend, other distribution or any other amounts, payable in stock, property or otherwise (other than scheduled cash dividends, distributions and other amounts), with respect to any of the equity interest of the TIG Entities and the subsidiaries of the TIG Entities, other than dividends or distributions, declared, set aside or paid by any of the subsidiaries of the TIG Entities to the TIG Entities or any subsidiary of the TIG Entities;

(e)

reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of the equity interest of the TIG Entities and the subsidiaries of the TIG Entities, other than

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redemptions of equity securities from former employees upon the terms set forth in the underlying agreements governing such equity securities, or except for any such transaction by a wholly owned subsidiary of the TIG Entities that remains a wholly owned subsidiary of the TIG Entities after consummation of such transaction;

(f)

acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or any division (other than the acquisition, merger or consolidation of a subsidiary of the TIG Entities by the TIG Entities or another subsidiary of the TIG Entities);

(g)

other than in the ordinary course of business, incur any indebtedness if incurring such indebtedness would cause total indebtedness of the TIG Entities and the subsidiaries of the TIG Entities to exceed $41,500,000;

(h)

other than in the ordinary course of business, (A) grant any material increase in the compensation, incentives or benefits payable or to become payable to any current or former director, shareholder, officer, employee or

non-entity,

individual consultant of the TIG Entities as of the date of the Business Combination Agreement, (B) amend any existing service agreement or enter into any new, or materially amend any existing severance or termination agreement with any current or former director, shareholder, officer, employee or consultant, (C) accelerate or commit to accelerate the funding, payment, or vesting of any compensation or benefits to any current or former director, shareholder, officer, employee or

non-entity,

individual consultant (other than where such acceleration, funding, payment of vesting is in accordance with the terms of the applicable benefit plan, certain service agreements or employment arrangements);

(i)

other than as required by applicable law or pursuant to the terms of an agreement entered into prior to the date of the Business Combination Agreement grant any severance or termination pay to, any director or officer of the TIG Entities and the subsidiaries of the TIG Entities, other than in the ordinary course of business consistent with past practices;

(j)

(k)

take certain actions with respect to tax matters;

(l)

materially amend, or modify or consent to the termination (excluding any expiration in accordance with its terms) of certain material contract, as applicable, or amend, waive, modify or consent to the termination (excluding any expiration in accordance with its terms) of any material rights thereunder, in each case in a manner that is adverse to the TIG Entities and the subsidiaries of the TIG Entities, taken as a whole, except in the ordinary course of business;

(m)

intentionally permit any material item of intellectually property of the TIG Entities to lapse or to be abandoned, invalidated, dedicated to the public, or disclaimed, or otherwise become unenforceable or fail to perform or make any applicable filings, recordings or other similar actions or filings, or fail to pay all required fees and taxes required or advisable to maintain and protect its interest in each and every material item of intellectually property of the TIG Entities; or

(n)

agree to commit to do any of the foregoing.

Interim Operations of TWMH

Under the Business Combination Agreement, TWMH has made certain covenants with respect to the

Pre-Closing

Period, including, among others, to cause TWMH and the subsidiaries of TWMH business to be conducted and operated in the ordinary course of business and in a manner consistent with past practices, to use commercially reasonable efforts to preserve substantially intact TWMH and the subsidiaries of TWMH business,

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to avoid terminating (except for cause as reasonably determined by TWMH) the services of the current officers, key employees and key consultants of TWMH and the subsidiaries of TWMH and to preserve the current relationships of TWMH and the subsidiaries of TWMH with its and their clients, suppliers and other persons with which TWMH and the subsidiaries of TWMH have material business relations, not to, in each case, without the prior written consent of Cartesian and subject to specified or otherwise scheduled exceptions:

(a)

amend or otherwise change the organizational documents of TWMH and the subsidiaries of TWMH (other than as required in order to effect any action otherwise undertaken in accordance with the Business Combination Agreement);

(b)

form or create any subsidiaries that are not directly or indirectly wholly owned by TWMH;

(c)

issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any of the equity interest of TWMH and the subsidiaries of TWMH, or any options, warrants, convertible securities or other rights of any kind to acquire any of the equity interest of TWMH and the subsidiaries of TWMH, including, without limitation, any phantom interests;

(d)

declare, set aside, make or pay any dividend, other distribution or any other amounts, payable in stock, property or otherwise (other than scheduled cash dividends, distributions and other amounts), with respect to any of the equity interest of TWMH and the subsidiaries of TWMH, other than dividends or distributions, declared, set aside or paid by any of the subsidiaries of TWMH to TWMH or any subsidiary of TWMH;

(e)

reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of the equity interest of TWMH and the subsidiaries of TWMH, other than redemptions of equity securities from former employees upon the terms set forth in the underlying agreements governing such equity securities, or except for any such transaction by a wholly owned subsidiary of TWMH that remains a wholly owned subsidiary of TWMH after consummation of such transaction;

(f)

(g)

other than in the ordinary course of business, incur any indebtedness if incurring such indebtedness would cause total indebtedness of TWMH and the subsidiaries of TWMH to exceed $12,000,000;

(h)

non-entity,

individual consultant of TWMH as of the date of the Business Combination Agreement, (B) amend any existing service agreement or enter into any new, or materially amend any existing, severance or termination agreement with any current or former director, shareholder, officer, employee or

non-entity,

individual consultant, (C) accelerate or commit to accelerate the funding, payment, or vesting of any compensation or benefits to any current or former director, shareholder, officer, employee or

non-entity,

(i)

other than as required by applicable law or pursuant to the terms of an agreement entered into prior to the date of the Business Combination Agreement grant any severance or termination pay to, any director or officer of TWMH and the subsidiaries of TWMH, other than in the ordinary course of business consistent with past practices;

(j)

(k)

take certain actions with respect to tax matters;

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(l)

materially amend, or modify or consent to the termination (excluding any expiration in accordance with its terms) of certain material contract, as applicable, or amend, waive, modify or consent to the termination (excluding any expiration in accordance with its terms) of any material rights thereunder, in each case in a manner that is adverse to TWMH and the subsidiaries of TWMH, taken as a whole, except in the ordinary course of business;

(m)

intentionally permit any material item of intellectually property of TWMH to lapse or to be abandoned, invalidated, dedicated to the public, or disclaimed, or otherwise become unenforceable or fail to perform or make any applicable filings, recordings or other similar actions or filings, or fail to pay all required fees and taxes required or advisable to maintain and protect its interest in each and every material item of intellectually property of TWMH; or

(n)

agree to commit to do any of the foregoing.

Additional Covenants

Proxy statement; Registration Statement

As promptly as practicable after the execution and delivery of the Business Combination Agreement and the delivery of each of the Alvarium PCAOB Financials, the TWMH PCAOB Financials and the TIG Entities PCAOB Financials, Cartesian and the Companies will prepare and (i) Cartesian will file with the SEC a proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to Cartesian Shareholders soliciting proxies in favor of the Cartesian Proposals from the Cartesian Shareholders in connection with the extraordinary general meeting of Cartesian Shareholders (the “Cartesian Shareholders’ Meeting”) to be held to consider approval and adoption of (A) the Business Combination Agreement and the Business Combination, (B) the Domestication, (C) the Cartesian Certificate of Incorporation and Cartesian Bylaws, including certain governance provisions in the Cartesian Certificate of Incorporation, (D) the issuance of shares of Cartesian Common Stock as contemplated by the Business Combination Agreement, (E) the Equity Incentive Plan, and (F) any other proposals the parties deem necessary or appropriate to effectuate the Business Combination (collectively, the “Cartesian Proposals”) and (ii) Cartesian will file with the SEC a registration statement on

Form S-4

(together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Cartesian Common Stock to be issued pursuant to, and in connection with, the Business Combination Agreement.

Exclusivity

From and after the date hereof until the Umbrella Merger Effective Time or, if earlier, the valid termination of the Business Combination Agreement, each Target Company and Cartesian shall not and shall direct each of their respective subsidiaries and representatives not to, (i) initiate, solicit, facilitate any, respectively, “Company Acquisition Proposal” or “Business Combination Proposal” (as each term is defined in the Business Combination Agreement), (ii) engage in any negotiations relating to, respectively, a Company Acquisition Proposal or Business Combination Proposal, (iii) enter into, engage in and maintain discussions or negotiations with respect to any, respectively, “Company Acquisition Proposal” or “Business Combination Proposal”, (v) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any, respectively, “Company Acquisition Proposal” or “Business Combination Proposal”.

Employee Benefits Matters

Cartesian shall, or shall cause the Umbrella Merger Surviving Company and their respective subsidiaries, as applicable, to provide the employees of the Target Companies and their respective subsidiaries who remain employed immediately after the Umbrella Merger Effective Time credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by Cartesian, the Target Companies, Umbrella Merger Surviving

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Company or any of their subsidiaries for service accrued or deemed accrued prior to the Umbrella Merger Effective Time with Cartesian, the Target Companies, Umbrella Merger Surviving Company or any of their subsidiaries.

Directors’ and Officers’ Indemnification

The Cartesian Certificate of Incorporation will contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement of directors, officers, employees or agents of the Companies than are set forth in the Alvarium Organizational Documents, TWMH Corporate Documents, TIG GP Corporate Documents and the TIG MGMT Corporate Documents, in each case, as in effect as of the date hereof, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Umbrella Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Umbrella Merger Effective Time, were directors, managers, officers, employees, or agents of the Companies covered thereby, unless such modification will be required by applicable law.

Cartesian will purchase and have in place at the Closing a “tail” or “runoff” policy (the “D&O Tail Policies”) providing directors’ and officers’ liability insurance coverage for the benefit of those persons who are covered by the directors’ and officers’ liability insurance policies maintained by Cartesian and the Companies, respectively, as of the Closing with respect to matters occurring prior to the Umbrella Merger Effective Time. The D&O Tail Policies will provide for terms with respect to coverage, deductibles and amounts that are no less favorable than those of the applicable policy in effect immediately prior to the Umbrella Merger Effective Time for the benefit of Cartesian’s and the Companies’ directors, managers and officers, as applicable, and will remain in effect for the six year period following the Closing.

Further Action; Reasonable Best Efforts

Each of the parties will use its reasonable best efforts to take, or cause to be taken, appropriate action, and to do, or cause to be done, such things as are necessary, proper or advisable under applicable laws or otherwise to consummate and make effective the Business Combination, including using its reasonable best efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities, including certain regulatory approvals, and parties to contracts with the Target Companies and their respective subsidiaries necessary for the consummation of the Business Combination and to fulfill the conditions to the Business Combination. In case, at any time after the Umbrella Merger Effective Time, any further action is necessary or desirable to carry out the purposes of the Business Combination Agreement, the proper officers and directors of each party shall use their reasonable best efforts to take all such lawful action.

Each of the parties will keep each other apprised of the status of matters relating to the Business Combination, including promptly notifying the other parties of any communication it or any of its affiliates receives from any Governmental Authority relating to the matters that are the subject of the Business Combination Agreement and permitting the other parties to review in advance, and to the fullest extent practicable consult about, any proposed communication by such party to any Governmental Authority in connection with the Business Combination. No party will agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreements, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing. Subject to the terms of the Confidentiality Agreements, the parties will provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to the Business Combination Agreement and the Business Combination. No party will

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take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the transactions contemplated by the Business Combination Agreement.

The consummation of the Business Combination will specifically require the approval from certain Governmental Authorities regarding the change in ownership or control of certain regulated entities. The approvals contemplated by the preceding sentence are conditions to the Closing of the Business Combination. Additionally, each party’s obligation to complete the Business Combination is subject to the waiting period (and any extension thereof) applicable to the consummation of the Business Combination under the Hart–Scott–Rodino Antitrust Improvements Act of 1976 having expired or been terminated.

Financial Statements

Alvarium will use its reasonable best efforts to deliver true and complete copies of (i) the audited consolidated balance sheet of Alvarium and the Alvarium Subsidiaries as of December 31, 2019 and December 31, 2020, and the related audited consolidated statements of income and cash flows of Alvarium and the Alvarium Subsidiaries for such years and (ii) the unaudited consolidated balance sheet of Alvarium and the Alvarium Subsidiaries as of June 30, 2021, and the related unaudited consolidated statements of income and cash flows of Alvarium and the Alvarium Subsidiaries for the

six-month

periods ended June 30, 2021 and 2020, in each case, (A) prepared in accordance with UK GAAP, applied on a consistent basis throughout the covered periods and (B) audited or reviewed in accordance with the standards of the PCAOB, together with separate audited financial statements of any of the Alvarium Subsidiaries required to be included in the Registration Statement and the Proxy Statement (collectively, the “Alvarium PCAOB Financials”) not later than October 15, 2021.

TWMH will use its reasonable best efforts to deliver true and complete copies of (i) the audited consolidated balance sheet of TWMH and the TWMH Subsidiaries as of December 31, 2019 and December 31, 2020, and the related audited consolidated statements of income and cash flows of TWMH and the TWMH Subsidiaries for such years and (ii) the unaudited consolidated balance sheet of TWMH and the TWMH Subsidiaries as of June 30, 2021, and the related unaudited consolidated statements of income and cash flows of TWMH and the TWMH Subsidiaries for the

six-month

periods ended June 30, 2021 and 2020, in each case, (A) prepared in accordance with US GAAP, applied on a consistent basis throughout the covered periods and (B) audited or reviewed in accordance with the standards of the PCAOB, together with separate audited financial statements of any of the TWMH Subsidiaries required to be included in the Registration Statement and the Proxy Statement (collectively, the “TWMH PCAOB Financials”) not later than September 17, 2021.

The TIG Entities will use their respective reasonable best efforts to deliver true and complete copies of (i) the audited consolidated balance sheet of the TIG Entities and the TIG Subsidiaries as of December 31, 2019 and December 31, 2020, and the related audited consolidated statements of income and cash flows of the TIG Entities and the TIG Subsidiaries for such years and (ii) the unaudited consolidated balance sheet of the TIG Entities and the TIG Subsidiaries as of June 30, 2021, and the related unaudited consolidated statements of income and cash flows of the TIG Entities and the TIG Subsidiaries for the

six-month

periods ended June 30, 2021 and 2020, in each case, (A) prepared in accordance with US GAAP, applied on a consistent basis throughout the covered periods and (B) audited or reviewed in accordance with the standards of the PCAOB, together with separate audited financial statements of any of the TIG Subsidiaries required to be included in the Registration Statement and the Proxy Statement (collectively, the “TIG PCAOB Financials”) not later than September 21, 2021.

Stock Exchange Listing

Cartesian will use its reasonable best efforts to cause the shares of Cartesian Common Stock constituting the Alvarium Shareholders Share Consideration to be approved for listing on Nasdaq at Closing, subject to notice of official issuance. During the period from the date hereof until the Closing, Cartesian will use its reasonable best

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efforts to keep the Cartesian Units, shares of Class A Common Stock and Cartesian Warrants listed for trading on Nasdaq. Prior to the Closing, Cartesian and the Companies will mutually agree upon the ticker symbol of Cartesian.

Antitrust

Each party to the Business Combination Agreement agrees to promptly (and in connection with any required filings under the HSR Act, no later than ten business days after the date of the Business Combination Agreement) make any required filing or application under applicable antitrust laws, as applicable. The parties to the Business Combination Agreement agree to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to applicable antitrust laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under applicable antitrust laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.

Each party to the Business Combination Agreement shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by the Business Combination Agreement under any applicable antitrust laws, use its reasonable best efforts to: (i) cooperate in connection with any filing or submission; (ii) keep the other parties reasonably informed of any communication received or given by such party or its representatives; (iii) permit a representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any governmental authority. No party to the Business Combination Agreement shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any governmental authority of any required filings or applications under applicable antitrust laws.

Trust Account

As of the Umbrella Merger Effective Time, the obligations of Cartesian to dissolve or liquidate within a specified time period as contained in Cartesian’s Amended and Restated Memorandum and Articles will be terminated and Cartesian shall have no obligation whatsoever to dissolve and liquidate the assets of Cartesian by reason of the consummation of transactions contemplated by the Business Combination Agreement. Cartesian will provide notice to the Transfer Agent in accordance with the Trust Agreement and will deliver any other documents, opinions or notices required to be delivered to the Transfer Agent pursuant to the Trust Agreement and cause the Transfer Agent, prior to the Umbrella Merger Effective Time, and the Transfer Agent will thereupon be obligated, to transfer the funds held in the Trust Account (other than such funds as are necessary to pay Cartesian’s shareholders who have exercised the Cartesian Share Redemption) as directed by Cartesian and thereafter will cause the Trust Account and the Trust Agreement to terminate.

Additional Private Placements

Cartesian will be permitted to enter into subscription agreements with a financing source or sources relating to Additional Private Placement transactions subject to the prior written consent of the Companies (which will not be unreasonably withheld, conditioned or delayed), and such subscription agreements will, upon execution, be deemed Subscription Agreements. In addition to such Additional Private Placements, subject to the prior written consent of the Companies (which will be in their sole discretion), Cartesian will be permitted to enter into additional subscription agreements with a financing source or sources relating to a Private Placement transaction, which such subscription agreements will, upon execution, be deemed Subscription Agreements.

TWMH and TIG Written Consents

Simultaneously with the execution of the Business Combination Agreement, (a) TWMH will cause the TWMH Key Members to deliver to Cartesian a written consent (which will be irrevocable and in such form and

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substance as will be reasonably acceptable to Cartesian) approving and adopting the Business Combination Agreement and approving the Business Combination, (b) TIG GP will cause the TIG GP Key Members to deliver to Cartesian a written consent (which will be irrevocable and in such form and substance as will be reasonably acceptable to Cartesian) approving and adopting the Business Combination Agreement and approving the Business Combination, and (c) TIG MGMT will cause the TIG MGMT Key Members to deliver to Cartesian a written consent (which will be irrevocable and in such form and substance as will be reasonably acceptable to Cartesian) approving and adopting the Business Combination Agreement and approving the Business Combination.

Alvarium LTIP

Alvarium (a) will not grant any awards under the Alvarium LTIP unless a recipient of such awards agrees to execute and deliver to Alvarium an Alvarium LTIP Exchange Agreement and (b) will not issue any Alvarium Shares pursuant to the exercise of any awards under the Alvarium LTIP unless a recipient of such awards will execute and deliver to Alvarium an Alvarium LTIP Exchange Agreement.

Termination

The Business Combination Agreement may be terminated, and the Business Combination may be abandoned at any time prior to the Umbrella Merger Effective Time, as follows:

(a)

by mutual written consent of Cartesian and the Companies;

(b)

by either Cartesian or the Companies if the Umbrella Merger Effective Time will not have occurred prior to July 29, 2022 (the “Outside Date”); provided, that Cartesian (in its sole discretion acting reasonably) may extend the Outside Date for such period of time as Cartesian deems reasonably necessary with respect to any approvals set forth on Section 6.05(a)(A)(1)(a), (b), (e) and (f)(i) of the Alvarium Disclosure Schedule relating to an Alvarium Subsidiary that is not an Alvarium Material Operating Subsidiary that have not been obtained by the Outside Date; provided further, that the Business Combination Agreement may not be terminated under Section 12.01(b) by or on behalf of any party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained herein and such breach or violation is the principal cause of the failure of a condition set forth in Article XI on or prior to the Outside Date;

(c)

by either Cartesian or the Companies if any Governmental Authority will have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and nonappealable and has the effect of making consummation of the Business Combination illegal or otherwise preventing or prohibiting consummation of the Business Combination;

(d)

by either Cartesian or the Companies if any of the Cartesian Proposals will fail to receive the Cartesian Required Shareholders Approval at the Cartesian Shareholders’ Meeting or any adjournment or postponement thereof;

(e)

by Cartesian if (i) TWMH will have failed to deliver to Cartesian the TWMH Members Written Consent, (ii) TIG GP will have failed to deliver to Cartesian the TIG GP Members Written Consent, or (ii) TIG MGMT will have failed to deliver to Cartesian the TIG MGMT Members Written Consent, in each case, immediately following execution and delivery of the Business Combination Agreement;

(f)

by Cartesian upon a breach of any representation, warranty, covenant or agreement on the part of any of the Companies set forth in the Business Combination Agreement, or if any representation or warranty of the Companies will have become untrue, in either case such that the conditions set forth in Section 11.02(a)(i), Section 11.02(a)(ii), Section 11.02(b)(i), Section 11.02(b)(ii),

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Section 11.02(b)(iii), Section 11.02(b)(iv), Section 11.02(c)(i), Section 11.02(c)(ii), Section 11.02(c)(iii), or Section 11.02(c)(iv) of the Business Combination Agreement would not be satisfied (“Terminating Companies Breach”); provided that Cartesian has not waived such Terminating Companies Breach and the Cartesian Entities are not then in material breach of their representations, warranties, covenants or agreements in the Business Combination Agreement; provided further that, if such Terminating Companies Breach is curable by the applicable Company, Cartesian may not terminate the Business Combination Agreement under Section 12.01(h) for so long as the applicable Company continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured within 30 days after notice of such breach is provided by Cartesian to the applicable; or

(g)

by each of the Companies upon a breach of any representation, warranty, covenant or agreement on the part of the Cartesian Entities set forth in the Business Combination Agreement, or if any representation or warranty of the Cartesian Entities will have become untrue, in either case such that the conditions set forth in Section 11.03(a) or Section 11.03(b) of the Business Combination Agreement would not be satisfied (“Terminating Cartesian Breach”); provided that no Company (i) has waived such Terminating Cartesian Breach and (ii) is not then in material breach of their respective representations, warranties, covenants or agreements in the Business Combination Agreement; provided, however, that, if such Terminating Cartesian Breach is curable by the Cartesian Entities, the Companies may not terminate the Business Combination Agreement under Section 12.01(i) of the Business Combination Agreement for so long as the Cartesian Entities continue to exercise their reasonable efforts to cure such breach, unless such breach is not cured within 30 days after notice of such breach is provided by the Companies to Cartesian.

Effect of Termination

In the event of the termination of the Business Combination Agreement, the Business Combination Agreement will, to the fullest extent permitted by applicable law, forthwith become void, and there will be no liability under the Business Combination Agreement on the part of any party, except as set forth in Section 12.02, Section 12.03, Article XIII, or any corresponding definitions set forth in Article I of the Business Combination Agreement, or in the case of termination subsequent to a willful material breach of the Business Combination Agreement by a party

Indemnification

The representations and warranties made by each of the parties to the Business Combination Agreement do not survive the Closing, and there is no associated indemnification from any party for a breach of any of its representations and warranties. The foregoing does not limit the remedies of the parties to the Business Combination Agreement for fraud.

The covenants and agreements made by each of the parties to the Business Combination Agreement that are to be performed prior to or at the Closing do not survive the Closing, and there is no associated indemnification from any party for a breach of any of such covenants or agreements. The covenants and agreements made by each of the parties that are to be performed following the Closing survive the Closing in accordance with their terms, until fully performed. While there is no associated indemnification for breaches of such covenants, each party to the Business Combination Agreement retains all rights and remedies available at law or in equity for any such breach, including specific performance.

Expenses

In the event that the Business Combination Agreement is terminated in accordance with

Section

12.01

, all Transaction Expenses incurred in connection with the Business Combination Agreement, the other Transaction

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Documents and the transactions contemplated thereby shall be paid by the party incurring such Transaction Expenses, except that Cartesian, Alvarium, TWMH and the TIG Entities shall each pay one fourth (1/4) of (a) all Transaction Expenses incurred relating to the regulatory approvals set forth in Section 11.02(A)(a) to (f) of the Alvarium Disclosure Schedule. If the transactions contemplated by the Business Combination Agreement are consummated, on the Closing Date, Cartesian shall pay or cause to be paid all Transaction Expenses of the parties from the combined cash accounts of Cartesian and the Companies after the release of funds from the Trust Account.

Amendment

The Business Combination Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed in the same manner as the Business Combination Agreement and which makes reference to the Business Combination Agreement.

Governing Law; Jurisdiction

The Business Combination Agreement is governed by and construed in accordance with the laws of the State of New York applicable to contracts executed in and to be performed in that State. Any action arising out of or relating to the Business Combination Agreement or the transactions contemplated by the Business Combination Agreement shall, to the fullest extent permitted by applicable law, be heard and determined exclusively in any New York State court or Federal court of the United States of America sitting in New York City in the Borough of Manhattan.

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Post-Business Combination Ownership Structure

The diagram below depicts a simplified version of Alvarium Tiedemann’s organizational structure immediately following the completion of the Business Combination.

Ancillary Agreements

TWMH and TIG Member Support Agreement

Concurrently with the execution of the Business Combination Agreement, Cartesian, 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 pursuant to which, among other things, the Key TWMH Members, the Key TIG GP Members and the Key TIG MGMT Members agreed to (a) vote their TWMH Interests, TIG GP Interests and TIG MGMT Interests, as applicable, in favor of the Business Combination Agreement and the Business Combination, (b) take any and all actions necessary or appropriate to implement the TWMH/TIG Entities Reorganization, (c) subject to certain permitted exceptions, not transfer their TWMH Interests, TIG GP Interests and TIG MGMT Interests, as applicable; (d) not challenge the validity of the TWMH and TIG Member Support Agreement or allege a breach of fiduciary duty in connection with the entry into the Business Combination Agreement or the TWMH and TIG Member Support Agreement; (e) consent to the disclosure in the proxy statement/prospectus of its identity, its beneficial ownership of Interests and the nature of their commitments in relation to the Business Combination; (f) not engage in any transaction involving securities of Cartesian, and (g) not make any public announcement in relation to the Business Combination.

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The foregoing description of the TWMH and TIG Member Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the TWMH and TIG Member Support Agreement, a copy of which is attached to this proxy statement/prospectus as Annex H and incorporated herein by reference.

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, Cartesian, Sponsor, Alvarium, TWMH and the TIG Entities entered into the Sponsor Support Agreement, pursuant to which, among other things:

(a)

Sponsor will subject 2,850,000 shares of its Class B Common Stock (the “Sponsor Redemption Shares”) to forfeiture pursuant to which if the Net Redemption Percentage is more than 50%, then immediately prior to the Closing and prior to the Class B Conversion pursuant to the Existing Articles, Sponsor will surrender to Cartesian for cancellation a number Sponsor Redemption Shares (rounded down to the nearest whole share) equal to the product of (a) the number of Sponsor Redemption Shares and (b) a percentage equal to the product of (i) the amount by which the Net Redemption Percentage exceeds 50% and (ii) two. (A) “Net Redemption Percentage” means a percentage equal to the quotient of (i) the Net Redemption Amount, if any, divided by (ii) the amount of funds contained in the Trust Account as of the Reference Time (prior to giving effect to the exercise of the Cartesian Share Redemption) and (B) “Net Redemption Amount” means the positive difference, if any, between (i) the aggregate amount of payments to be made to the holders of Class A ordinary shares that have elected to redeem all or a portion of their Class A ordinary shares at the

per-share

price equal to each such holder’s pro rata share of the Trust Account pursuant to the Cartesian Share Redemption minus (ii) aggregate amount of funds in excess of $125,000,000 to be paid by certain investors to purchase Class A ordinary shares pursuant to the Private Placements and the Subscription Agreements relating to the Private Placements (it being understood that if the difference between clauses (i) and (ii) above will be zero or a negative number, then there will be no Net Redemption Amount and the provisions of Section 3 will not apply).

(b)

Sponsor will, following the Closing, subject a certain number of its shares of Class A Common Stock to forfeiture in an amount equal to the product of (i) 15% and (ii) (A) 8,550,000 minus (B) the number of Sponsor Redemption Shares that have been required to be forfeited pursuant to Section 3 of the Sponsor Support Agreement at the relevant time (the “Sponsor

Earn-Out

Shares”) to an

“earn-out”

pursuant to which, at any time during the

Earn-Out

Period:

If the First Level

Earn-Out

Target is achieved, then 50% of the Sponsor

Earn-Out

Shares (the “First Level Sponsor

Earn-Out

Shares”) will no longer be subject to forfeiture;

ii.

If the Second Level

Earn-Out

Target is achieved, then an additional 50% of the Sponsor

Earn-Out

Shares (the “Second Level Sponsor

Earn-Out

Shares”) will no longer be subject to forfeiture;

iii.

If either

Earn-Out

Target is, or both

Earn-Out

Targets are, achieved on or prior to the last day of the

Earn-Out

Period, then following the achievement of the applicable

Earn-Out

Target, (a) Sponsor will provide written notice to Cartesian informing Cartesian that the applicable

Earn-Out

Target(s) have been satisfied and that the First Level Sponsor

Earn-Out

Shares or the Second Level Sponsor

Earn-Out

Shares, as applicable, are no longer subject to forfeiture, and (b) immediately following receipt of such notice from Sponsor, Cartesian will take all necessary action to cause the First Level Sponsor

Earn-Out

Shares or the Second Level Sponsor

Earn-Out

Shares, as applicable, to no longer be subject to forfeiture, including providing all necessary notices to CST;

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iv.

If neither

Earn-Out

Target has been achieved on or prior to the last day of the

Earn-Out

Period, then the First Level Sponsor

Earn-Out

Shares and Second Level Sponsor

Earn-Out

Shares will be forfeited and cancelled. Upon the forfeiture and cancellation of the First Level Sponsor

Earn-Out

Shares or the Second Level Sponsor

Earn-Out

Shares, as applicable, pursuant to the foregoing sentence, Sponsor will surrender to Cartesian for cancellation, the First Level Sponsor

Earn-Out

Shares or the Second Level Sponsor

Earn-Out

Shares, as applicable; and

If (i) a Cartesian Change of Control occurs during the

Earn-Out

Period and/or (ii) any

Earn-Out

Target of the Companies pursuant to Section 3.07 of the Business Combination Agreement has been deemed satisfied or waived during the

Earn-Out

Period, then, immediately prior to the consummation of such Cartesian Change of Control and/or such satisfaction or waiver of any

Earn-Out

Target of the Companies, respectively, (A) any

Earn-Out

Target that has not been previously satisfied will be deemed to be satisfied and (B) the First Level Sponsor

Earn-Out

Shares or the Second Level Sponsor

Earn-Out

Shares, as applicable, will no longer be subject to forfeiture.

(c)

Sponsor will, effective as of immediately prior to the effective time of the Umbrella Merger, transfer and assign its 8,900,000 Private Placement Warrants to the TWMH Members, the TIG GP Members, the TIG MGMT Members and the Alvarium Shareholders, in accordance with the TWMH Payment Spreadsheet, the TIG Entities Payment Spreadsheet and the Alvarium Payment Spreadsheet.

(d)

Sponsor will (i) cause its Cartesian ordinary shares to be counted as present at the Cartesian Shareholders’ Meeting, (ii) vote all of its Class B ordinary shares (a) in favor of the Business Combination Agreement, the Business Combination and any other matter reasonably necessary to the consummation of the Business Combination and (b) against any action, agreement, transaction or proposal that would reasonably be expected to result in a breach of the terms of the Business Combination Agreement or any agreement ancillary to the Business Combination Agreement, or in failure of the Business Combination from being consummated;

(e)

Sponsor will not, until the end of the

Earn-Out

Period, directly or indirectly transfer or sell any Sponsor

Earn-Out

Shares, except to affiliates of Sponsor that executes the Sponsor Support Agreement or a joinder thereto;

(f)

Sponsor will not (a) demand that Cartesian redeem its Class B ordinary shares in connection with the Business Combination or (b) otherwise participate in any such redemption by tendering or submitting any of its Class B ordinary shares for redemption; and

(g)

Sponsor will waive the anti-dilution provisions of Section 17.3 set forth in the Existing Articles relating to the adjustment of the Initial Conversion Ratio (as defined in the Existing Articles), and will agree not to exercise any rights to adjustment or other anti-dilution protection with respect to the rate at which Class B ordinary shares convert into Class A ordinary shares.

The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is attached to this proxy statement/prospectus as Annex G and incorporated herein by reference.

Sponsor Recycling Commitment Agreement

Concurrently with the execution of the Business Combination Agreement, Cartesian and the Sponsor entered into a Sponsor Recycling Commitment Agreement (“Sponsor Recycling Commitment Agreement”), pursuant to which Sponsor agreed to purchase Class A ordinary shares (such purchased shares, the “Commitment Shares”) from all third-party holders of Class A ordinary shares that have been identified by the Sponsor as

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sellers of Class A ordinary shares at a price of no more than $10.00 per share (such shareholders, the “Redeeming Shareholders”), to the extent such Commitment Shares are available for purchase; provided that the aggregate purchase price of the Commitment Shares will not exceed $12,500,000.

Registration Rights and

Lock-Up

Agreement

At the Closing, Cartesian, certain Cartesian Shareholders (including the Sponsor), the Alvarium Shareholders, the TWMH Members, the TIG GP Members and the TIG MGMT Members (such shareholders and members, the “Holders”) will enter into the Registration Rights and

Lock-Up

Agreement, pursuant to which, among other things, Cartesian will be obligated to file a registration statement to register the resale of certain securities of Cartesian held by the Holders (including any outstanding Cartesian Common Stock and any other equity security (including the Private Placement Warrants and any other warrants to purchase Cartesian Common Stock and Cartesian Common Stock issued or issuable upon the exercise or conversion of any other such equity security) of Cartesian held by a Holder immediately following the Closing (including any securities distributable pursuant to the Business Combination Agreement and any PIPE Shares) and any Cartesian Common Stock or any other equity security issued or issuable, including in exchange for Umbrella Class B common units pursuant to the terms and subject to the conditions of the Umbrella LLC Agreement). The Registration Rights and

Lock-Up

Agreement will also provide the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.

Subject to certain customary exceptions, the Registration Rights and

Lock-Up

Agreement further provides for the Cartesian Common Stock and any other equity securities convertible into or exercisable or exchangeable for Cartesian Common Stock

(“Lock-Up

Shares”) held by the Holders to be

locked-up

for a period of time, as follows:

(a)

In relation to the Private Placement Warrants (other than those held by specified individuals (“Director Holders”)):

One-third

of the Private Placement Warrants will be

locked-up

during the period beginning on the Closing Date and ending on the date that is two years after the Closing Date; and

ii.

One-third

of the Private Placement Warrants will be

locked-up

during the period beginning on the Closing Date and ending on the date that is three years after the Closing Date; and

iii.

One-third

of the Private Placement Warrants will not be

locked-up;

(b)

The (x) Class B ordinary shares held by the Director Holders and the Cartesian Common Stock received in exchange for such Class B ordinary shares (the “Director Shares”) and (y) shares of Cartesian Common Stock, or Umbrella Class B common units that are exchangeable into Cartesian Common Stock pursuant to the Umbrella LLC Agreement, held by the Inactive Target Holders (as designated therein) (the “Inactive Target Holder Shares” and, together with the Director Shares, the “Director/Inactive Target Holder Shares”) will be

locked-up

during the period beginning on the Closing Date and ending on the date that is one year after the Closing Date;

(c)

The Option Shares (as defined in the Option Agreements) (the “Sponsor-Sourced Option Shares”) will be

locked-up

for the period beginning on the Closing Date and ending on the earlier to occur of (x) one year after the date of the Closing Date or (y) such time, at least 150 days after the Closing Date, that the closing price of Cartesian Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any

30-trading

day period;

(d)

In relation to the

Lock-Up

Shares (other than the Private Placement Warrants, the Director/Inactive Target Holder Shares and the Sponsor-Sourced Option Shares):

an amount equal to forty percent (40%) of such

Lock-Up

Shares will be

locked-up

during the period beginning on the Closing Date and ending on the date that is one year after the Closing Date;

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ii.

an amount equal to thirty percent (30%) of such

Lock-Up

Shares will be

locked-up

during the period beginning on the Closing Date and ending on the date that is two years after the Closing Date; and

iii.

an amount equal to thirty percent (30%) of such

Lock-Up

Shares will be

locked-up

during the period beginning on the Closing Date and ending on the date that is three years after the Closing Date.

The foregoing description of the Registration Rights and

Lock-Up

Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Registration Rights and

Lock-Up

Agreement, a copy of which is attached to this proxy statement/prospectus as Exhibit F to the Business Combination Agreement attached to this proxy statement/prospectus as Annex A-1 and incorporated herein by reference.

Proposed Charter

At the Closing, Cartesian will file the Proposed Charter with the Secretary of State of the State of Delaware. The Proposed Charter includes customary provisions for the certificate of incorporation of a publicly traded company on Nasdaq.

A copy of the form of Proposed Charter is attached to this proxy statement/prospectus as Annex

B-1

and incorporated herein by reference.

Cartesian Bylaws

At the Closing, Cartesian will adopt

by-laws

substantially in the form attached to the Business Combination Agreement. The Proposed Bylaws include customary provisions for the bylaws of a publicly traded company on Nasdaq.

A copy of the form of Proposed Bylaws is attached to this proxy statement/prospectus as Annex C and incorporated herein by reference.

Umbrella LLC Agreement

Following the effective time of the Umbrella Merger, Umbrella Merger Surviving Company will adopt the Umbrella LLC Agreement in the form attached as an exhibit to the Business Combination Agreement. Cartesian will be the sole manager (the “Manager”) of the Umbrella Merger Surviving Company.

Provisions in the Umbrella LLC Agreement are intended to ensure that the total number of Umbrella Merger Surviving Company’s Class A Common Units (“Umbrella Common Units”) outstanding is always equal to the total number of outstanding shares of Class A Common Stock. The shares of Class B Common Stock (which is solely voting stock with no economic rights) will be “paired” to the Umbrella Merger Surviving Company Class B Common Units (which are economic units pursuant to which the holders of Class B Common Units effectively receive the economics they would have received had they instead held Class A Common Stock), with the holders of Umbrella Merger Surviving Company Class B Common Units (other than Cartesian) holding one share of Class B Common Stock for each Class B Common Unit held.

The Umbrella LLC Agreement provides that transfers of the Class B Common Units may not be made without the Manager’s consent except in the case of certain permitted transfers. The Umbrella LLC Agreement also provides for terms and conditions upon which holders of Umbrella Common Units can exchange one Umbrella Class B common unit and one share of Class B Common Stock (together, a “Paired Interest”) for, at Cartesian’s option, either a number of shares of Class A Common Stock equal to the Exchange Rate (as defined therein) or (ii) cash in an amount based upon the sale price of Class A Common Stock in a private sale or the price to the public.

A copy of the form of Umbrella LLC Agreement is attached to this proxy statement/prospectus as Exhibit D to the Business Combination Agreement attached to this proxy statement/prospectus as Annex A-1 and incorporated herein by reference.

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Tax Receivable Agreement

At the Closing, Cartesian will enter into the Tax Receivable Agreement with the TWMH Members, the TIG GP Members, the TIG MGMT Members and their advisory firm. The Tax Receivable Agreement will generally provide for certain payments and make certain arrangements with respect to certain tax benefits to be derived by Cartesian and its subsidiaries as the result of the Business Combination and future exchanges by such TWMH Members, TIG GP Members and TIG MGMT Members of their Paired Interests for Cartesian Class A Common Stock in accordance with the Umbrella LLC Agreement and the making of payments under the Tax Receivable Agreement.

Pursuant to the terms of the Tax Receivable Agreement, Cartesian generally will pay an amount equal to 85% of the net tax benefit that it receives from such exchanges to the TWMH Members, the TIG GP Members and the TIG MGMT Members. The costs and expenses of administering the Tax Receivable Agreement will be borne 15% by Cartesian and 85% by the TWMH Members, the TIG GP Members and the TIG MGMT Members, or in certain instances, all or a portion of such 85% amount may be borne by Umbrella.

A copy of the form of Tax Receivable Agreement is attached to this proxy statement/prospectus as Annex E and incorporated herein by reference.

Alvarium Exchange Agreement

Concurrently with the execution of the Business Combination Agreement, Cartesian, Alvarium and the Alvarium Shareholders entered into the Alvarium Exchange Agreement pursuant to which, at the Closing, the Alvarium Shareholders will exchange their ordinary shares of Alvarium Topco and Class A Shares of Alvarium Topco for that number and type of Class A Common Stock as is equal to each Alvarium Shareholders’ portion of the Alvarium Shareholders Share Consideration as determined in accordance with the Business Combination Agreement.

The foregoing description of the Alvarium Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Alvarium Exchange Agreement, a copy of which is attached to this proxy statement/prospectus as Annex L and incorporated herein by reference.

Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, Cartesian entered into subscription agreements (the “PIPE Subscription Agreements”) with certain investors (each a “PIPE Investor”) to purchase, following the Domestication, Class A Common Stock (such shares, collectively, “PIPE Shares”) in an aggregate value of $164,999,807, representing 16,836,715 PIPE Shares at a price of $9.80 per share.

The closing of the sale of PIPE Shares (the “PIPE Closing”) will occur immediately prior to the Closing. The PIPE Closing will be subject to customary conditions, including, but not limited to:

all representations and warranties of Cartesian and the PIPE Investor contained in the relevant PIPE Subscription Agreement will be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined in the PIPE Subscription Agreements), which representations and warranties will be true in all respects) at, and as of, the PIPE Closing;

ii.

all conditions precedent to the Closing will have been satisfied or waived; and

iii.

without the consent of the PIPE Investor, the Business Combination Agreement cannot be amended, modified or waived in a manner that reasonably would be expected to materially and adversely affect the economic benefits the PIPE Investor reasonably would expect to receive under the PIPE Subscription Agreement.

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Pursuant to the PIPE Subscription Agreements, Cartesian agreed that, within 45 calendar days after the consummation of the Business Combination, it will file with the SEC a registration statement registering the resale of the PIPE Shares, and Cartesian will use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof;

provided

however

, that Cartesian’s obligations to include the shares held by a PIPE Investor in such registration statement will be contingent upon the respective PIPE Investor furnishing in writing to Cartesian such information regarding the PIPE Investor, the securities of Cartesian held by such PIPE Investor and the intended method of disposition of the shares, as will be reasonably requested by Cartesian to effect the registration of such shares, and will execute such documents in connection with such registration, as Cartesian may reasonably request that are customary of a selling stockholder in similar situations.

Each PIPE Subscription Agreement will terminate upon the earlier to occur of (i) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of each of the parties to the PIPE Subscription Agreement; or (iii) if any of the conditions to PIPE Closing set forth in Sections 3.2 and 3.3 of such PIPE Subscription Agreement are not satisfied on or prior to the Closing Date and, as a result thereof, the transactions contemplated by such PIPE Subscription Agreement are not consummated at the PIPE Closing.

The foregoing description of the PIPE Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the PIPE Subscription Agreement, a copy of which is attached to this proxy statement/prospectus as Annex F and incorporated herein by reference.

Side Letter re Subscription Agreement

Concurrently with the execution of the Business Combination Agreement, Cartesian entered into a side letter with a PIPE Investor, who is also a shareholder of Alvarium, in relation to its Subscription Agreement (the “Side Letter”). Pursuant to the Side Letter, Cartesian will issue to the PIPE Investor, contingent on and concurrently with the Closing and the consummation of its Subscription Agreement, an aggregate of 100,000 shares of Class A Common Stock.

Option Agreements

Concurrently with the execution of the Business Combination Agreement, the Sponsor entered into option agreements (the “Option Agreements”) with each of the PIPE Investors pursuant to which, among other things, Sponsor granted such PIPE Investors a

non-transferable

option to purchase an aggregate of 3,625,000 shares of Class A Common Stock held by the Sponsor (the “Option Shares”), at an exercise price of $11.50 per share (subject to adjustment to reflect any changes to the exercise price of the Cartesian warrants) (the “Option”).

The Option may be exercised only during the period commencing on the earlier to occur of (A) one year after the date of the Closing Date or (B) such time, at least 150 days after the Closing Date, that the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any

30-trading

day period and (ii) terminating at the earliest to occur of (A) 5:00 p.m., New York City time on the date that is five years after the Closing Date and (B) the liquidation of the Cartesian in accordance with Cartesian’s certificate of incorporation, which if approved by Cartesian’s shareholders, would take effect upon the Closing Date.

The Option may be cancelled, at the option of the Sponsor, at any time during the Exercise Period (but not during the first 2 years), upon notice to the option holder, at a price of $0.01 per Option Share if the last sales price of Class A Common Stock reported has been at least $23.00 per share on each of 20 trading days within any 30

trading-day

period commencing once the Option becomes exercisable.

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Investor Rights Agreements

At the Closing, Cartesian will enter into an investor rights agreement with a shareholder of Alvarium pursuant to which, among other things, the shareholder will have the right to designate one nominee to the Board (the “Shareholder Designee”), and any committee of the Board will include the Shareholder Designee as a member or, if the Shareholder Designee does not meet applicable independence requirements to serve on any audit, compensation or nominating committee of the Company, the Shareholder Designee will have the right to participate in such committee meetings as an observer (the “Shareholder IRA”). In addition, at the Closing, the Company will enter into separate investor rights agreements with certain Voting Parties (as defined therein and which will include Sponsor) pursuant to which, among other things, the Voting Party will agree to vote in favor of the election or

re-election

of the Shareholder Designee as director of the Company (each, a “Voting IRA” and, collectively with the Shareholder IRA, the “Investor Rights Agreements”).

The foregoing description of the Investor Rights Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Shareholder IRA and the form of the Voting IRA, copies of which attached to this proxy statement/prospectus as Annex M and Annex N, respectively, and incorporated herein by reference.

Employment Agreement (Michael Tiedemann)

Concurrently with the execution of the Business Combination Agreement, Cartesian and Michael Tiedemann (“Tiedemann”) entered into an executive employment and restrictive covenant agreement (the “Tiedemann Employment Agreement”) (which will be effective as of the Closing Date) pursuant to which Tiedemann agreed to serve in the capacity of Chief Executive Officer of Cartesian for an initial term of five years from the Closing Date. For his services, Tiedemann will be (a) paid a base salary of $575,000 per annum, (b) eligible to receive a bonus with respect to each fiscal year during the Employment Term (as defined in the Tiedemann Employment Agreement) under Cartesian’s annual incentive compensation plan, program and/or arrangements applicable to senior-level executives as established and modified from time to time by the Compensation Committee of the Board, provided, however, that in no event shall the target bonus in any fiscal year (including any partial year in which the Tiedemann Employment Agreement is executed) be less than the 50

percentile of annual bonuses, determined based on the Benchmarking Methodology, and (c) entitled to an equity grant with respect to each fiscal year (including any partial year in which the Tiedemann Employment Agreement becomes effective) under Cartesian’s equity and/or equity-based compensation plan(s) adopted and maintained by Cartesian from time to time (if any) for the benefit of select employees of the Company Entities (as defined in the Tiedemann Employment Agreement) (which any Equity Awards (as defined in the Tiedemann Employment Agreement) granted to Tiedemann under the Executive Incentive Plan (as defined in the Tiedemann Employment Agreement), and the terms and conditions thereof, shall be determined by the Compensation Committee of the Board, provided, however, that in no event shall the terms and conditions thereof be any less favorable to Tiedemann than any other senior executive participating in an Executive Incentive Plan, and further provided that the value and vesting term for each Equity Award will not be less than the 50

percentile of incentive equity grants, determined based on the Benchmarking Methodology). The Base Compensation (as defined in the Tiedemann Employment Agreement) will be subject to annual review for increase, but not decrease, by the Board; provided, however, that such review may be delegated to the Compensation Committee of the Board. The “Benchmarking Methodology” is defined as: the results of a benchmarking study of executives of similar title and role to Executive at comparable public companies, based on a peer group of executives and companies to be agreed upon in advance in writing by Cartesian and Tiedemann, with such benchmarking study prepared by an independent third-party consulting firm that is agreed upon by Cartesian and Tiedemann and engaged at Cartesian’s expense. Tiedemann’s employment and employment term will terminate upon the earliest to occur of the following (the applicable date of Tiedemann’s termination of employment, the “Termination Date”): (a) the date of Tiedemann’s death; (b) a termination of Tiedemann’s employment by Cartesian due to Tiedemann’s Disability (as defined in the Tiedemann Employment Agreement); (c) Tiedemann’s resignation without Good Reason; (d) a termination of Tiedemann’s employment by Cartesian for Cause; (e) a termination of

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Tiedemann’s employment by Cartesian without Cause; (f) the resignation of Tiedemann for Good Reason; or (g) the conclusion of the employment term in the event of

non-renewal.

Notwithstanding the foregoing, prior to the third (3

) anniversary of the Closing Date, Cartesian will not be entitled to terminate Tiedemann’s employment without Cause unless the determination to do so is made by a unanimous vote of the Board (after Tiedemann has been given the opportunity to make a presentation to the Board in opposition to such determination, if he so desires), excluding Tiedemann and any members who affirmatively indicate, in writing, that they are abstaining or recusing themselves from voting and provided that following any such abstentions or recusals, a quorum exists as under the applicable corporate documents (such determination, an “Early TWOC”). None of Cartesian, Tiedemann, or any Board member will take any undue action (including but not limited to the use of financial incentives or disincentives) to encourage or induce any Board member to vote, abstain, or recuse themselves from voting on an Early TWOC. (x) “Good Reason” is defined as: the occurrence of any of the following events without Executive’s consent: (a) a material reduction in Executive’s Base Compensation; (b) a material diminution in Executive’s duties, authority or responsibilities, or a change in Executive’s title or reporting line; (c) a relocation of more than 30 miles from Executive’s primary place of employment in New York, NY; or (d) the material breach of the Business Combination Agreement by the Company and (y) “Cause” is defined as: (a) a conviction of Tiedemann to a felony or other crime involving moral turpitude, (b) gross negligence or willful misconduct by Tiedemann resulting in material economic harm to the Company and/or the Company Entities, taken as a whole; (c) a willful and continued failure by Tiedemann to carry out the reasonable and lawful directions of the Board issued in accordance with the Company’s Bylaws, Certificate of Incorporation or other governing documents; (d) Executive engaging in (A) fraud, (B) embezzlement, (C) theft or (D) knowing and material dishonesty resulting in material economic harm to the Company or any of the Company Entities. For the avoidance of doubt, subpart (C) of the preceding sentence is not intended to include any

de minimis

, incidental conduct by Executive (e.g., taking office supplies home, etc.) or inadvertent actions such as accidental personal use of a Company credit card or accidental errors in mileage reimbursement or other accidental or inadvertent actions that are not materially injurious to the Company; (e) a willful or material violation by Tiedemann of a material policy or procedure of the Company or any of the Company Entities; or (f) a willful material breach by Tiedemann of the Business Combination Agreement.

If Tiedemann’s employment ends for any reason, Tiedemann will be entitled to the following: (a) any earned but unpaid Base Compensation through the Termination Date; (b) reimbursement for any unreimbursed business expenses incurred through the Termination Date; (c) any accrued but unused PTO (as defined in the Tiedemann Employment Agreement) in accordance with Cartesian policy; and (d) any other accrued and vested payments (measured as of the Termination Date), benefits or fringe benefits to which Tiedemann may be entitled under the terms of any applicable compensation arrangement, benefit or fringe benefit plan or program, including, without limitation, any earned yet unpaid bonuses or other incentive compensation relating to completed fiscal years prior to the Termination Date (collectively, the “Accrued Amounts”).

If Tiedemann’s employment is terminated by Cartesian without Cause or by Tiedemann with Good Reason, in addition to the Accrued Amounts, Tiedemann will be entitled to the following continued compensation (the “Continued Compensation”): (a) continuation of Tiedemann’s then Base Compensation for the longer period of (i) the remaining duration of the Initial Term as of the Termination Date or (ii) twelve (12) months (such longer period, the “Severance Period”), payable as and when those amounts would have been payable had the Employment Term not ended; (b) for each fiscal year (including any partial fiscal years) during the Severance Period, an amount equal to the Bonus payable for the fiscal year ending immediately prior to the Termination Date, payable in monthly installments over the Severance Period; (c) immediate vesting of all Equity Awards previously granted to Tiedemann; and (d) continuation of the health benefits provided to Tiedemann and his covered dependents, pursuant to COBRA, at Cartesian’s sole cost, for a period of eighteen (18) months.

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not ended; (b) an amount equal to the Bonus payable for the fiscal year ending immediately prior to the Termination Date, payable in monthly installments over twelve (12) months; and (c) continuation of the health benefits provided to Tiedemann and his covered dependents, pursuant to COBRA, at Cartesian’s sole cost, for a period of twelve (12) months.

If Tiedemann’s employment terminates as a result of a

non-renewal,

Tiedemann will only be entitled to payment of the Accrued Amounts. Additionally, if Tiedemann’s employment terminates as a result of

non-renewal

by either party, Tiedemann’s post-employment

non-competition

and

non-solicitation

obligations will be immediately null and void.

The Continued Compensation will only be payable if Tiedemann complies with all terms and conditions of the Tiedemann Employment Agreement and Tiedemann (or his estate) executes and delivers to Cartesian a customary general release of claims in the form attached to the Tiedemann Employment Agreement.

If any dispute arises concerning the Tiedemann Employment Agreement or Tiedemann’s employment or his termination, the parties will submit the dispute to arbitration at JAMS in New York, NY.

The Tiedemann Employment Agreement also includes certain restrictive covenants for Tiedemann, including a customary (a) 12 month

non-compete

(provided that if Tiedemann’s employment is terminated (i) without Cause prior to the third anniversary of the Closing Date, the

non-compete

will end 6 months following the Termination Date or (ii) as a result of

non-renewal

of the Agreement, there will be no

non-compete)

(the “Restricted Period”), (b)

non-interference

and

non-solicitation

of Cartesian’s employees and clients (and prospective clients) during Tiedemann’s employment and the Restricted Period, and confidentiality, company work product and intellectual property, cooperation and

non-disparagement

provisions. In addition, Tiedemann has agreed that Cartesian currently owns the rights to, uses, and may at its option continue to use, “Tiedemann” as a trade name and/or as trademark or service mark (or portion thereof) (the “Tiedemann Marks”) and Tiedemann has agreed not to challenge the validity or enforceability of the Tiedemann Marks and, until such time as Cartesian (or, if the Tiedemann Marks are assigned along with substantially all the assets of Cartesian’s business, Cartesian’s successors or assigns) ceases to use the Tiedemann Marks, will not market, promote, distribute, or sell (or authorize others to market, promote, distribute or sell) to any third party, any private wealth or asset management services under the “Tiedemann” name or utilizing trademarks that are the same or similar to the Tiedemann Marks. Subject to the foregoing, nothing contained in the Tiedemann Employment Agreement will prohibit, limit or otherwise impair Tiedemann in using the “Tiedemann” name with respect to any activities following Tiedemann’s employment with Cartesian.

Resolution to be Voted Upon

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

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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”), and 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”); (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 with 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 with its Affiliated 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. Following the consummation of the Domestication, Cartesian will be renamed “Alvarium Tiedemann Holdings, Inc.”

Interests of Cartesian Directors and Officers 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 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;

•

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

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have a significantly higher value at the time of the Business Combination, estimated at approximately $ based on the closing price of $ per Public Share on Nasdaq on , 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 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;

•

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Nasdaq on , 2022. As of February 11, 2022, no such working capital loans were outstanding; and

•

Vote Required for Approval

This Business Combination Proposal (and consequently, the transactions contemplated by the Business Combination Agreement, including the Business Combination) requires an ordinary resolution under Cayman Islands law, 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.

Failure to submit a proxy or to vote in person or virtually at the Special Meeting, an abstention from voting will have no effect on the Business Combination Proposal.

The Business Combination is conditioned upon the approval of the Business Combination Proposal, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the other Shareholder Proposals (except the Adjournment Proposal, as described below) will not be presented to the shareholders for a vote.

The Sponsor and Cartesian’s directors and officers have agreed to vote the Founder Shares and any Class A ordinary shares owned by them in favor of the Business Combination Proposal. See “

Proposal No. 1.–The Business Combination Proposal —The Business Combination Agreement— Ancillary Agreements —Sponsor Support Agreement

” for more information.

Recommendation of the Cartesian Board of Directors

CARTESIAN’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITS SHAREHOLDERS VOTE “FOR” THE BUSINESS COMBINATION PROPOSAL.

The existence of financial and personal interests of one or more of Cartesian’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Cartesian and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Cartesian’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “

Summary of the Proxy Statement/Prospectus —Interests of Certain Persons in the Business Combination

” for a further discussion of these considerations.

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PROPOSAL NO. 2 - THE DOMESTICATION PROPOSAL

Overview

As discussed in this proxy statement/prospectus, if the Business Combination Proposal is approved, then Cartesian is asking its shareholders to approve the Domestication Proposal. Under the Business Combination Agreement, the approval of the Domestication Proposal is also a condition to the consummation of the Business Combination. If, however, the Domestication Proposal is approved, but the Business Combination Proposal is not approved, then neither the Domestication nor the Business Combination will be consummated.

Pursuant to the terms of the Business Combination Agreement, the Board has unanimously approved a 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 (the “Domestication”). To effect the Domestication, Cartesian will file a notice of the special resolution passed approving the 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. On the effective date of the domestication, (a) each outstanding Class A ordinary share will automatically convert into one share of Class A Common Stock of Alvarium Tiedemann and (b) the outstanding warrants to purchase Class A ordinary shares will automatically become exercisable for shares of Class A Common Stock of Alvarium Tiedemann. In addition, our outstanding units will become units of Alvarium Tiedemann and, at a moment in time after the effectiveness of the Domestication and before the closing of the Business Combination, each outstanding unit (each of which will consist of one share of Class A Common Stock of Alvarium Tiedemann and

one-third

of one warrant to purchase one share of Class A Common Stock of Alvarium Tiedemann) will be separated into its component common stock and warrant.

The Domestication Proposal, if approved, will approve a change of Cartesian’s jurisdiction of registration from the Cayman Islands to the State of Delaware. Accordingly, while Cartesian is currently governed by the Cayman Islands Companies Act, upon Domestication, Cartesian will be governed by the DGCL. We urge shareholders to carefully consult the information set out below under “

The Domestication Proposal — Comparison of Corporate Governance and Shareholder Rights

.” Additionally, we note that if the Domestication Proposal is approved, then Cartesian will also ask its shareholders to approve the Organizational Documents Proposal (discussed below), which, if approved, will replace our current Amended and Restated Memorandum and Articles of Association under the Cayman Islands law (the “Existing Articles”) with a new certificate of incorporation and bylaws of Alvarium Tiedemann under the DGCL (the “Proposed Organizational Documents”). The Proposed Organizational Documents differ in certain material respects from the Existing Organizational Documents and we urge shareholders to carefully consult the information set out below under “

The Organizational Documents Proposal

,” the Existing Organizational Documents of Cartesian, attached hereto as Annex K and the Proposed Organizational Documents of Cartesian, attached hereto as

Annex B-1

and Annex C.

Reasons for the Domestication

Our Board believes that there are significant advantages to Cartesian that will arise as a result of a change of domicile to Delaware. Further, our Board believes that any direct benefit that Delaware law provides to a corporation also indirectly benefits the shareholders, who are the owners of the corporation. The Board believes that there are several reasons why a reincorporation in Delaware is in the best interests of Cartesian and its shareholders, including:

•

Prominence, Predictability, and Flexibility of Delaware Law

. For many years Delaware has followed a policy of encouraging incorporation in its state and, in furtherance of that policy, has been a leader in adopting, construing, and implementing comprehensive, flexible corporate laws responsive to the legal and business needs of corporations organized under its laws. Many corporations have chosen Delaware

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initially as a state of incorporation or have subsequently changed corporate domicile to Delaware. Because of Delaware’s prominence as the state of incorporation for many major corporations, both the legislature and courts in Delaware have demonstrated the ability and a willingness to act quickly and effectively to meet changing business needs. The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws. This favorable corporate and regulatory environment is attractive to businesses such as ours. Based on publicly available data, over half of publicly-traded corporations in the United States and over 67% of all Fortune 500 companies are incorporated in Delaware.

•

Well-Established Principles of Corporate Governance

. There is substantial judicial precedent in the Delaware courts as to the legal principles applicable to measures that may be taken by a corporation and to the conduct of a corporation’s board of directors, such as under the business judgment rule and other standards. Because the judicial system is based largely on legal precedents, the abundance of Delaware case law provides clarity and predictability to many areas of corporate law. Such clarity would be advantageous to Cartesian, its board of directors and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions. Further, investors and securities professionals are generally more familiar with Delaware corporations, and the laws governing such corporations, increasing their level of comfort with Delaware corporations relative to other jurisdictions. The Delaware courts have developed considerable expertise in dealing with corporate issues, and a substantial body of case law has developed construing Delaware law and establishing public policies with respect to corporate legal affairs. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for Cartesian’s shareholders from possible abuses by directors and officers.

•

Increased Ability to Attract and Retain Qualified Directors

. Reincorporation from the Cayman Islands to Delaware is attractive to directors, officers, and shareholders alike. Cartesian’s incorporation in Delaware may make Cartesian more attractive to future candidates for our Board, because many such candidates are already familiar with Delaware corporate law from their past business experience. To date, we have not experienced difficulty in retaining directors or officers, but directors of public companies are exposed to significant potential liability. Thus, candidates’ familiarity and comfort with Delaware laws — especially those relating to director indemnification (as discussed below) — draw such qualified candidates to Delaware corporations. Our Board therefore believes that providing the benefits afforded directors by Delaware law will enable Alvarium Tiedemann, following completion of the Business Combination, to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for our shareholders from possible abuses by directors and officers.

The frequency of claims and litigation pursued against directors and officers has greatly expanded the risks facing directors and officers of corporations in carrying out their respective duties. The amount of time and money required to respond to such claims and to defend such litigation can be substantial. While both Cayman Islands and Delaware law permit a corporation to include a provision in its governing documents to reduce or eliminate the monetary liability of directors for breaches of fiduciary duty in certain circumstances, we believe that, in general, Delaware law is more developed and provides more guidance than Cayman Islands law on matters regarding a corporation’s ability to limit director liability. As a result, we believe that the corporate environment afforded by Delaware will enable the surviving corporation to compete more effectively with other public companies in attracting and retaining new directors.

Anticipated Accounting Treatment of the Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Cartesian as a result of Domestication. The business, capitalization, assets and liabilities and financial

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statements of Cartesian immediately following the Domestication will be the same as those of Cartesian immediately prior to the Domestication.

Comparison of Corporate Governance and Shareholders

Cartesian is an exempted company incorporated under the Cayman Islands Companies Act. The Cayman Islands Companies Act and Cartesian’s Existing Organizational Documents govern the rights of its shareholders. The Cayman Islands Companies Act differs in some material respects from laws generally applicable to United States corporations and their stockholders. In addition, the Existing Organizational Documents will differ in certain material respects from the Proposed Organizational Documents. As a result, when you become a stockholder of Alvarium Tiedemann, your rights will differ in some regards as compared to when you were a shareholder of Cartesian.

Below is a summary chart outlining important similarities and differences in the corporate governance and stockholder/shareholder rights associated with each of Cartesian and Alvarium Tiedemann according to applicable law and/or the organizational documents of Cartesian and Alvarium Tiedemann. You also should review the Proposed Organizational Documents attached hereto as Annex

B-1

and Annex C to this proxy statement/prospectus, as well as the Delaware corporate law and corporate laws of the Cayman Islands, including the Cayman Islands Companies Act, to understand how these laws apply to Cartesian and Alvarium Tiedemann.


	Delaware	Cayman Islands
Stockholder/Shareholder Approval of Business Combinations	Mergers generally require approval of a majority of all outstanding shares.	Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent.

	Mergers in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval.	All mergers (other than parent/subsidiary mergers) require shareholder approval — there is no exception for smaller mergers.

	Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders.	Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder. A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50% + 1 in number and 75% in value of shareholders in attendance and voting at a general meeting.

Stockholder/Shareholder Votes for Routine Matters	Generally, approval of routine corporate matters that are put to a stockholder vote requires the	Under the Cayman Islands Companies Act and the Existing Organizational Documents,

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	Delaware	Cayman Islands
	affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.	routine corporate matters may be approved by an ordinary resolution (being a resolution passed by a simple majority of the shareholders as being entitled to do so).

Appraisal Rights	Generally, a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger, except in certain circumstances.	Minority shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court, subject to certain exceptions, which apply, for the avoidance of doubt, to the Domestication and the Business Combination.

Inspection of Books and Records	Any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business.	Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company.

Stockholder/Shareholder Lawsuits	A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per Organizational Documents Proposal 3E).	In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances.

Fiduciary Duties of Directors	Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders.	A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole. In addition to fiduciary duties, directors owe a duty of care, diligence and skill. Such duties are owed to the company but may be owed directly to creditors or shareholders in certain limited circumstances

Indemnification of Directors and Officers	A corporation is generally permitted to indemnify its directors and officers acting in good faith	A Cayman Islands company generally may indemnify its directors or officers except with regard to fraud or willful default.

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	Delaware	Cayman Islands
Limited Liability of Directors	Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit.	Liability of directors may be eliminated, except with regard to their own fraud or willful default.

Resolution to be Voted Upon

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 under the laws of the State of Delaware, the name of the Company be changed to “Alvarium Tiedemann Holdings Inc.” (the “Domestication”).”

Vote Required for Approval

If the Business Combination Proposal is not approved, the Domestication Proposal will not be presented at the Special Meeting. The approval of the Domestication Proposal requires a special resolution under the Cayman Islands law, 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. Abstentions, while considered present for purposes of establishing quorum, will not count as a vote cast at the Special Meeting.

The Business Combination is conditioned upon the approval of the Domestication Proposal, subject to the terms of the Business Combination Agreement. Notwithstanding the approval of the Domestication Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Domestication Proposal will not be effected.

Recommendation of the Cartesian Board of Directors

CARTESIAN’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITS SHAREHOLDERS VOTE “FOR” THE DOMESTICATION PROPOSAL.

Summary of the Proxy Statement/Prospectus —Interests of Certain Persons in the Business Combination

” for a further discussion of these considerations.

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PROPOSAL NO. 3 - THE ORGANIZATIONAL DOCUMENTS PROPOSAL

Overview

As discussed in this proxy statement/prospectus, if the Business Combination Proposal and the Domestication Proposal are approved, then Cartesian is asking its shareholders to approve the Organizational Documents Proposal. Under the Business Combination Agreement, the approval of the Organizational Documents Proposal is also a condition to the consummation of the Business Combination. If, however, the Organizational Documents Proposal is approved but either the Business Combination Proposal or the Domestication Proposal is not approved, then neither the Business Combination nor the Domestication will be consummated.

If each of the other Condition Precedent Proposals and the Organizational Documents Proposal are each approved and the Business Combination is to be consummated, then the Proposed Charter and the Proposed Bylaws will be substantially in the form set forth on Annex

B-1

and Annex C, respectively, and each of the matters contemplated by the Advisory Charter Proposals will be included in the Proposed Charter adopted by Alvarium Tiedemann. The approval or lack thereof of any of the Advisory Charter Proposals will not affect the effectiveness of the Organizational Documents Proposals if approved by Cartesian’s shareholders.

All shareholders are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of their terms.

Reasons for the Organizational Documents Proposal

Each of the Proposed Charter and the Proposed Bylaws was negotiated as part of the Business Combination. The Board’s specific reasons for each of the Advisory Charter Proposals (each of which are included in the Proposed Charter) are set forth in the Section “

The Advisory Charter Proposals

.”

Resolution to be Voted Upon

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 Alvarium Tiedemann (annexed to the proxy statement/prospectus as Annex

B-1

and Annex C), be approved as the certificate of incorporation and bylaws, respectively, of Alvarium Tiedemann, effective upon the effectiveness of the Domestication.”

Vote Required for Approval

If the Business Combination Proposal and the Domestication Proposal are not approved, the Organizational Documents Proposal will not be presented at the Special Meeting. The approval of the Organizational Documents Proposal requires a special resolution under the Cayman Islands law, being the affirmative vote of a majority 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. Abstentions, while considered present for purposes of establishing quorum, will not count as a vote cast at the special meeting.

Recommendation of the Cartesian Board of Directors

CARTESIAN’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITS SHAREHOLDERS VOTE “FOR” THE ORGANIZATIONAL DOCUMENTS PROPOSAL.

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Cartesian and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Cartesian’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “

Summary of the Proxy Statement/Prospectus —Interests of Certain Persons in the Business Combination

” for a further discussion of these considerations.

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PROPOSAL NO. 4 – THE ADVISORY CHARTER PROPOSALS

Overview

You are also being asked to vote on seven separate proposals with respect to certain governance provisions in the Proposed Charter, which are separately being presented in order to give Cartesian’s shareholders the opportunity to present their separate views on important corporate governance procedures and which will be voted upon on a

non-binding advisory

basis. Accordingly, regardless of the outcome of the

non-binding advisory

vote on these proposals, Cartesian and the Target Companies intend that the Proposed Charter in the form attached to this proxy statement/prospectus as

Annex B-1

will take effect at the Closing of the Business Combination, assuming approval of the Domestication Proposal (Proposal No. 2) and the Organizational Documents Proposal (Proposal No. 3). In the judgment of the Board, these provisions are necessary to adequately address the needs of the Company following the Business Combination.

Proposal 4(a) – Removal of Special Purpose Acquisition Company Provisions

The Proposed Charter would remove certain provisions related to Cartesian’s status as a special purpose acquisition company that will no longer be relevant following the Closing.


	Existing Articles	Proposed Charter	Reason for the Proposed Change
Provisions Specific to Special Purpose Acquisition Companies	The Existing Articles set forth various provisions related to Cartesian’s operations as a special purpose acquisition company prior to the consummation of an initial business combination, including the time period during which Cartesian must consummate its initial business combination or wind up and liquidate if it does not, redemption rights for holders of Public Shares upon the consummation of its initial business combination, the creation of, and distributions from, the Trust Account, and share issuances prior to its initial business combination.	None.	The provisions of the Existing Articles that relate to the operation of Cartesian as a special purpose acquisition company prior to the consummation of an initial business combination would not be applicable to the Company following the Business Combination and would serve no purpose following the Business Combination.

Proposal 4(b) – Authorized Capital Stock

The Proposed Charter would authorize capital stock of the Company following the Business Combination, which will be greater in number than the authorized capital stock of Cartesian.

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	Existing Articles	Proposed Charter	Reason for the Proposed Change
Capitalization	The total number of authorized shares of all classes of capital stock is 220,000,000 shares, consisting of (a) 200,000,000 Class A ordinary shares, par value $0.0001 per share, and (b) 20,000,000 Class B ordinary shares, par value $0.0001 per share.	The total number of authorized shares of all classes of capital stock is 1,035,000,000 shares, consisting of (i) 875,000,000 shares of Class A Common Stock, par value $0.0001 per share, (ii) 150,000,000 shares of Class B Common Stock, par value $0.0001 per share, and (iii) 10,000,000 shares of preferred stock, par value $0.0001 per share.	The Board believes that the greater number of authorized shares of capital stock is important and desirable for the Company (i) to have sufficient shares to issue to the equityholders of the Target Companies as consideration for the Business Combination, (ii) to have available for issuance a number of authorized shares of common stock sufficient to support the Company’s growth following the Business Combination, and (iii) to provide flexibility for future corporate needs, including as part of financing for future growth acquisitions, capital raising transactions consisting of equity or convertible debt, stock dividends or issuances under current and any future stock incentive plans.

Section 4(c) – Dividends and Distributions

The Proposed Charter would provide that holders of the Company’s Class B Common Stock are not entitled to dividends or distributions upon liquidation, dissolution or winding up.


	Existing Articles	Proposed Charter	Reason for the Proposed Change
Dividends; Distributions	The Existing Articles provide that all dividends and other distributions shall be paid according to the par value of the shares held be each shareholder.	Shares of Class B Common Stock shall be deemed to be a non-economic interest. The holders of Class B Common Stock shall not be entitled to receive any dividends (including cash, stock or property) in respect of their shares of Class B Common Stock.	The Board believes that this change is necessary in order to effect the “UP-C” transaction structure, pursuant to which certain equityholders of the Target Companies will receive non-voting shares of Class B Common Stock, along with a corresponding

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				Proposed Charter		Reason for the Proposed Change
				Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock, in the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Company, the holders of shares of Class B Common Stock shall not be entitled to receive any assets or funds of the Company available for distribution to stockholders of the Company.		number of economically participating Umbrella Class B common units.

Section 4(d) – Removal of Directors

The Proposed Charter would require the vote of at least

two-thirds

of the voting power of the Company’s outstanding shares of capital stock to remove a director from office.


	Existing Articles	Proposed Charter	Reason for the Proposed Change
Removal of Directors	Prior to the closing of a Business Combination, the Company may by ordinary resolution of the holders of the Class B ordinary shares appoint any person to be a director or may by ordinary resolution of the holders of the Class B ordinary shares remove any director. For the avoidance of doubt, prior to the closing of an initial business combination, holders of Class A ordinary shares shall have no right to vote on the appointment or removal of any director.	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.	The Board believes that increasing the percentage of voting power required to remove a director from office, and providing that a director may only be removed for cause, is a prudent corporate governance measure to reduce the possibility that a relatively small number of stockholders could seek to implement a sudden and opportunistic change in control of the Board without the support of the then incumbent board of directors. These changes will enhance the likelihood of continuity and stability in the composition of the Board, avoid costly

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		Existing Articles				Reason for the Proposed Change
		After the closing of an initial business combination, the Company may by ordinary resolution appoint any person to be a director or may by ordinary resolution remove any director.				takeover battles, reduce the Company’s vulnerability to a hostile change of control and enhance the ability of the Board to maximize shareholder value in connection with any unsolicited offer to acquire the Company.

Section 4(e) – Amendments

The Proposed Charter would require the vote of at least a majority of the voting power of the Company’s outstanding shares of capital stock to amend certain charter provisions.


	Existing Articles	Proposed Charter	Reason for the Proposed Change
Amendments	The Existing Articles provide that the provisions of the Existing Articles may be amended by special resolution to change Cartesian’s name, alter or add to the articles of association, alter or add to the memorandum with respect to any objects, power or other matters specified therein, and reduce Cartesian’s share capital or any capital redemption reserve fund	The Proposed Charter provides 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.	The Existing Articles provide that certain amendments may only be made pursuant to a special resolution under Cayman Islands law, which would require the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote on the amendment, vote on such amendment, including amendments to (i) change Cartesian’s name, (ii) alter or add to the articles of association, (iii) alter or add to the memorandum of association with respect to any objects, power or other matters specified therein, and (iv) reduce Cartesian’s share capital or any capital redemption reserve fund. The Proposed Charter allow for amendments by the

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						Reason for the Proposed Change
						affirmative vote of holders of at least a majority of the total voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class. The Board believes that the majority vote contemplated by this proposal is more appropriate for a public company.

Section 4(f) – Remove Renouncement of Corporate Opportunities

The Proposed Charter would remove the provision in the Existing Articles renouncing the corporate opportunity doctrine.


	Existing Articles	Proposed Charter	Reason for the Proposed Change
Removal of Renouncement of Corporate Opportunity Doctrine	Under the Existing Articles, to the extent allowed by law, the doctrine of corporate opportunity does not apply with respect to Cartesian or any of its officers or directors.	None.	The Board believes that the removal of the corporate opportunity doctrine provisions ensures that directors, officers and controlling stockholders may not take advantage of opportunities beneficial to the Company for themselves without first disclosing the opportunity to the Board and giving the Board the opportunity to pursue or decline the opportunity on behalf of the Company.

Section 4(g) – Choice of Forum

The Proposed Charter would add a forum selection provision designating, with respect to certain actions, 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); provided, however, that the foregoing would not apply to any causes of action arising under the Securities Act or the Exchange Act.

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	Existing Articles	Proposed Charter	Reason for the Proposed Change
Choice of Forum	None.	Unless the Company consents in writing to the selection of an alternative forum, the sole and 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 shall be 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); provided, however, that the foregoing will not apply to any causes of action arising under the Securities Act or the Exchange Act.	The Board believes that the choice of forum provision is desirable to delineate matters for which the Court of Chancery of the State of Delaware or the federal district courts of the United States, as applicable, is the sole and exclusive forum, unless the Company consents in writing to the selection of an alternative forum.

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Resolution to be Voted Upon

The full text of the resolution 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

“RESOLVED, on a

non-binding

“RESOLVED, on a

non-binding

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

“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

Vote Required for Approval

Approval of the Advisory Charter Proposals requires the affirmative vote in person or by proxy of holders of a majority of Cartesian’s outstanding ordinary shares entitled to vote and actually cast thereon at the special meeting. Failure to vote by proxy or to vote in person at the special meeting and abstentions will have no effect on the Advisory Charter Proposals.

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The Business Combination is not conditioned upon the approval of the Advisory Charter Proposals.

As discussed above, a vote to approve each of the Advisory Charter Proposals is an advisory vote, and therefore, is not binding on Cartesian, the Target Companies or their respective boards of directors. Accordingly, regardless of the outcome of the

non-binding advisory

vote, Cartesian and the Target Companies intend that the Proposed Charter, in the form attached to this proxy statement/prospectus as

Annex B-1

and containing the provisions noted above, will take effect at the Closing of the Business Combination, assuming approval of the Domestication Proposal (Proposal No. 2) and the Organizational Documents Proposal (Proposal No. 3).

Recommendation of the Board

CARTESIAN’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITS SHAREHOLDERS VOTE “FOR” EACH OF THE ADVISORY CHARTER PROPOSALS.

Summary of the Proxy Statement/Prospectus —Interests of Certain Persons in the Business Combination

” for a further discussion of these considerations.

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PROPOSAL NO. 5 - THE STOCK ISSUANCE PROPOSAL

In connection with the Business Combination, we intend to effect the issuance of up to 44,689,315 shares of Class A Common Stock to the shareholders of Alvarium and to the PIPE Investors in the Private Placements and up to 52,290,884 shares of Class B Common Stock to the equityholders of TWMH and the TIG Entities.

Why Cartesian Needs Shareholder Approval

Cartesian is seeking shareholder approval of the Stock Issuance Proposal in order to comply with Nasdaq Listing Rules 5635(a) and (b).

Under Nasdaq Listing Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares outstanding before the issuance of the stock or securities.

Under Nasdaq Listing Rule 5635(b), shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the registrant.

Cartesian currently has 43,125,000 ordinary shares issued and outstanding. The 16,836,715 shares of Class A Common Stock Cartesian anticipates issuing in connection with the Private Placements, together with the shares of Class A Common Stock issued to the shareholders of Alvarium and shares of Class B Common Stock issued to the equityholders of TWMH and the TIG Entities, will (1) constitute more than 20% of Cartesian’s then outstanding shares and (2) will constitute a change of control of Cartesian. Cartesian is required to obtain shareholder approval of such issuances pursuant to Nasdaq Listing Rules 5635(a) and (b).

Resolution to be Voted Upon

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

Vote Required for Approval

If any of the Business Combination Proposal, the Domestication Proposal or the Organizational Documents Proposal is not approved, the Stock Issuance Proposal will not be presented at the Special Meeting. 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.

Failure to submit a proxy or to vote in person at the Special Meeting or an abstention from voting will have no effect on the Stock Issuance Proposal.

The Business Combination is conditioned upon the approval of the Stock Issuance Proposal, subject to the terms of the Business Combination Agreement. Notwithstanding the approval of the Stock Issuance Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Stock Issuance Proposal will not be effected.

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The Sponsor and Cartesian’s directors and officers have agreed to vote the Founder Shares and any Class A ordinary shares owned by them in favor of the Stock Issuance Proposal.

Recommendation of the Cartesian Board of Directors

CARTESIAN’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITS SHAREHOLDERS VOTE “FOR” THE STOCK ISSUANCE PROPOSAL.

Summary of the Proxy Statement/Prospectus—Interests of Certain Persons in the Business Combination

” for a further discussion of these considerations.

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PROPOSAL NO. 6 - THE EQUITY INCENTIVE PLAN PROPOSAL

Overview

Equity Incentive Plan Proposal

—to consider and vote upon a proposal to approve and adopt by ordinary resolution the Alvarium Tiedemann Holdings, Inc. 2022 Stock Incentive Plan, which is referred to herein as the “Equity Incentive Plan,” a copy of which is attached to this proxy statement/prospectus as Annex I (such proposal, the “Equity Incentive Plan Proposal”).

A total of shares of Class A Common Stock will be reserved for issuance under the Equity Incentive Plan. Based upon a price per share of $ , which was the closing price on Nasdaq per share of Class A ordinary share on , 2021, the maximum aggregate market value of the Class A Common Stock that could potentially be issued under the Equity Incentive Plan is $ . The Board approved the Equity Incentive Plan on , 2021, subject to approval by the Company’s shareholders. If the Equity Incentive Plan is approved by the Company’s shareholders, then the Equity Incentive Plan will be effective upon the consummation of the Business Combination.

The following is a summary of the material features of the Equity Incentive Plan. This summary is qualified in its entirety by the full text of the Equity Incentive Plan, a copy of which is included as Annex I to this proxy statement/prospectus.

Summary of the Alvarium Tiedemann Holdings, Inc. 2022 Stock Incentive Plan

The Equity Incentive Plan was adopted by the Board, subject to shareholder approval, and will become effective upon the Closing Date (the “Equity Incentive Plan Effective Date”). The Equity Incentive Plan allows the Company to make equity and other equity or cash-based incentive awards to officers, employees, directors and consultants of the Company and its subsidiaries. The Board anticipates that providing such persons with a direct stake in the Company will assure a closer alignment of the interests of such individuals with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

The Company has initially reserved shares of Class A Common Stock for the issuance of awards under the Equity Incentive Plan (the “Initial Limit”). This limit is subject to adjustment in the event of a stock dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,

split-up,

spin-off,

combination, repurchase, or exchange of shares or other securities of the Company, or other equity restructuring or change in the corporate structure of the Company affecting shares. The maximum aggregate number of shares of Class A Common Stock that may be issued upon exercise of incentive stock options under the Equity Incentive Plan will not exceed the Initial Limit. Shares underlying any awards under the Equity Incentive Plan that are forfeited, canceled, surrendered pursuant to an exchange program for different awards under the Equity Incentive Plan or transferred to a financial institution or other person selected by the plan administrator, held back or otherwise used upon exercise of an option or settlement of an award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise) will be added back to the shares available for issuance under the Equity Incentive Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares that may be issued as incentive stock options. Substitute awards issued under the Equity Incentive Plan in connection with the assumption of, or substitution for, an equity award issued by a company acquired by, or merged with, the Company will not reduce the number of shares available under the Equity Incentive Plan, except as may be required by reason of Section 422 of the Code in respect of incentive stock options. If the Company or a subsidiary acquires another entity that has shares available for issuance under its own equity incentive plan, such available shares, adjusted appropriately to reflect such acquisition, may be used for awards under the Equity Incentive Plan to individuals not employed by the Company or its subsidiaries at the time of such corporate acquisition, without adding to or reducing the number of shares available under the Equity Incentive Plan.

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The Equity Incentive Plan contains a limitation whereby the value of all awards under the Equity Incentive Plan and all other cash compensation paid by the Company to any

non-employee

director may not exceed $500,000. The plan administrator may make exceptions to this limit in extraordinary circumstances, provided that the

non-employee

director receiving any such additional compensation does not participate in the determination.

The Equity Incentive Plan will be administered by the compensation committee of the Board, the Board or such other similar committee of directors in accordance with the terms of the Equity Incentive Plan. The plan administrator, which initially will be the compensation committee of the Board, will have full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the Equity Incentive Plan, with the Board administering the Equity Incentive Plan in respect of

non-employee

directors. The plan administrator may delegate to a committee consisting of one or more directors or one or more officers the authority to grant or amend awards or to take other administrative actions pursuant to the terms of the Equity Incentive Plan, provided that in no event will an officer be delegated the authority to grant awards to, or amend awards held by (i) individuals who are subject to Section 16 of the Exchange Act or (ii) officers (or directors) to whom authority to grant or amend awards has been delegated by the plan administrator. Persons eligible to participate in the Equity Incentive Plan will be officers, employees and consultants of the Company and its subsidiaries and any parent entities, and

non-employee

directors of the Board, as selected from time to time by the plan administrator in its discretion. As of the date of this proxy statement/prospectus, approximately individuals will be eligible to participate in the Equity Incentive Plan, which includes approximately officers, employees who are not

officers, non-employee

directors, and consultants.

The Equity Incentive Plan permits the granting of both options to purchase Class A Common Stock intended to qualify as incentive stock options under Section 422 of the Code and options that do not so qualify. Options granted under the Equity Incentive Plan will be

non-qualified

options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and its parent and subsidiary corporations, as determined under Section 424 of the Code.

Non-qualified

options may be granted to any persons eligible to receive awards under the Equity Incentive Plan. The option exercise price of each option will be determined by the plan administrator but generally may not be less than 100% of the fair market value of the Class A Common Stock on the date of grant or, in the case of an incentive stock option granted to a ten percent stockholder, 110% of such share’s fair market value. The term of each option will be fixed by the plan administrator and may not exceed ten years from the date of grant, or five years in the case of an incentive stock option granted to a ten percent stockholder. The plan administrator will determine at what time or times each option may be exercised, including the ability to accelerate the vesting of such options. Other than pursuant to the provisions of the plan regarding adjustments and treatment of award in the event of a merger or certain other transactions, the plan administrator may not, without the approval of the Company’s shareholders, reduce the exercise price of an option after it is granted, cancel an option when the per share exercise price exceeds the fair market value of the underlying shares in exchange for cash or another award, cancel an outstanding option in exchange for an option with a per share exercise price that is less than the per share exercise price of the original option, or take any other action with respect to an option that may be treated as repricing pursuant to applicable securities exchange rules.

Upon the exercise of options, the option exercise price must be paid in full either in cash, by check or other instrument acceptable to the plan administrator or by delivery (or attestation to the ownership) of shares of Class A Common Stock that are beneficially owned by the optionee free of restrictions. Subject to applicable law, the exercise price may also be paid with consideration received by the Company under a cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Equity Incentive Plan. In addition, the plan administrator may permit

non-qualified

options to be exercised using a “net exercise” arrangement that reduces the number of shares issued to the optionee by the largest whole number of shares with fair market value that does not exceed the aggregate exercise price.

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The plan administrator may award stock appreciation rights subject to such conditions and restrictions as it may determine. Stock appreciation rights entitle the recipient to shares of Class A Common Stock, or cash, equal to the value of the appreciation in our stock price over the exercise price. The exercise price generally may not be less than 100% of the fair market value of Class A Common Stock on the date of grant. The term of each stock appreciation right will be fixed by the plan administrator and may not exceed ten years from the date of grant. The plan administrator will determine at what time or times each stock appreciation right may be exercised. Other than pursuant to the provisions of the plan regarding adjustments and treatment of award in the event of a merger or certain other transactions, the plan administrator may not, without the approval of the Company’s shareholders, reduce the exercise price of a stock appreciation right after it is granted, cancel a stock appreciation right when the per share exercise price exceeds the fair market value of the underlying shares in exchange for cash or another award, cancel an outstanding stock appreciation right in exchange for a stock appreciation right with a per share exercise price that is less than the per share exercise price of the original stock appreciation right, or take any other action with respect to a stock appreciation right that may be treated as repricing pursuant to applicable securities exchange rules.

The plan administrator may award restricted shares of Class A Common Stock and restricted stock units to participants subject to such conditions and restrictions as it may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with us through a specified vesting period.

The plan administrator may grant other stock or cash-based awards under the Equity Incentive Plan to participants, subject to the terms and conditions determined by the plan administrator in its discretion. The plan administrator may grant dividend equivalent rights to participants that entitle the recipient to receive credits for dividends that would be paid if the recipient had held a specified number of shares of Class A Common Stock.

The Equity Incentive Plan requires the plan administrator to make appropriate adjustments to the number of shares of common stock that are subject to the Equity Incentive Plan, and to any outstanding awards, to reflect any stock dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,

split-up,

spin-off,

The Equity Incentive Plan provides that in the event of any stock dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,

split-up,

spin-off,

combination, repurchase, or exchange of shares or other securities of the Company, or other equity restructuring or change in the corporate structure of the Company affecting shares of Class A Common Stock, including a “change in control,” as defined in the Equity Incentive Plan, each outstanding award will be treated as the plan administrator determines in its sole discretion and on such terms and conditions as the plan administrator deems appropriate, including, without limitation: assumption or substitution of awards by the successor entity; following written notice to participants, termination of awards immediately prior to the consummation of such transaction; acceleration of outstanding awards in whole or in part, prior to or upon consummation of such transaction; terminate awards in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of the occurrence of the transaction; the replacement of awards with other rights or property selected by the plan administrator in its sole discretion; provide that the awards cannot vest, be exercised or become payable after such event; or any combination of the foregoing. In the event that the successor corporation in a change in control does not assume or substitute for an award (or portion thereof), the plan administrator will (i) cause any or all of such award (or portion thereof) to terminate in exchange for cash, rights or other property, or (ii) cause the participant to fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, including shares as to which such awards would not otherwise be vested or exercisable, all restrictions on restricted stock and restricted stock units will lapse, and, with respect to awards with performance criteria, all performance goals will be deemed achieved at the greater of actual performance or 100% of target levels and all other terms and conditions met.

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Participants in the Equity Incentive Plan are responsible for the payment of any federal, state, local, foreign or other taxes required by law to be withheld upon the exercise of options or stock appreciation rights or vesting or delivery of other awards. The plan administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a participant to satisfy such tax withholding obligation, in whole or in part by (without limitation), by: paying cash; electing to have the Company withhold from shares of Class A Common Stock to be issued pursuant to an award a number of shares with an aggregate fair market value that would satisfy the withholding amount due; delivering to the Company already-owned shares having a fair market value equal to the statutory amount required to be withheld, provided the delivery of such shares will not result in any adverse accounting consequences, as the plan administrator determines in its sole discretion; selling a sufficient number of shares otherwise deliverable to the participant through such means as the plan administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld; or any combination of the above permitted forms of payment.

The Equity Incentive Plan generally does not allow for the transfer or assignment of awards, other than by will or by the laws of descent and distribution or pursuant to a domestic relations order; however, the plan administrator may permit the transfer of awards by gift to a family member or another transferee specifically approved by the plan administrator.

The plan administrator may amend or discontinue the Equity Incentive Plan and the plan administrator may amend or cancel outstanding awards for purposes of satisfying changes in law or any other lawful purpose, but generally no such action may materially and adversely affect rights under an award without the holder’s consent. Certain amendments to the Equity Incentive Plan require the approval of the Company’s stockholders.

No awards may be granted under the Equity Incentive Plan after the date that is ten years from the date on which the Equity Incentive Plan was adopted by the Board. No awards under the Equity Incentive Plan have been made prior to the date hereof.

Form

S-8

Following the consummation of the Business Combination, when permitted by SEC rules, we intend to file with the SEC a registration statement on Form

S-8

covering the Class A Common Stock issuable under the Equity Incentive Plan.

Certain U.S. Federal Income Tax Aspects

The following is a summary of the principal U.S. federal income tax consequences of certain transactions under the Equity Incentive Plan. It does not describe all federal tax consequences under the Equity Incentive Plan, nor does it describe state, local, foreign or other tax consequences.

Incentive Stock Options

. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive stock option. If shares of Class A Common Stock issued to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date of grant and after one year from the date of exercise, provided that such incentive stock option otherwise meets all of the technical requirements of an incentive stock option, then generally (i) upon sale of such shares, any amount realized in excess of the option exercise price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) none of the Company or its parent or subsidiary corporations will be entitled to any deduction for federal income tax purposes. The exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

If shares of Class A Common Stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the

two-year

and/or

one-year

holding periods described above (a “disqualifying

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disposition”), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of Class A Common Stock at exercise (or, if less, the amount realized on a sale of such shares of Class A Common Stock) over the option price thereof, and (ii) the Company or its parent or subsidiary corporations will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive stock option is paid by tendering shares of Class A Common Stock.

If an incentive stock option is exercised at a time when it no longer qualifies for the tax treatment described above, the option will be treated as a

non-qualified

option. For example, generally, an incentive stock option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply. Furthermore, there are annual limits under applicable tax rules in respect of the amount of options that may qualify as incentive stock options.

No income is generally realized by the optionee at the time a

non-qualified

option is granted. Generally, (i) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option exercise price and the fair market value of the shares of Class A Common Stock on the date of exercise, and the Company or its parent or subsidiary entities will receive a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss to the participant depending on how long the shares of Class A Common Stock have been held. Special rules will apply where all or a portion of the exercise price of the

non-qualified

option is paid by tendering shares of Class A Common Stock. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option.

For all other awards under the Equity Incentive Plan, either the Company or its parent or subsidiary entities generally will be entitled to a tax deduction in connection with other awards under the Equity Incentive Plan in an amount equal to the ordinary income realized by the participant at the time the participant recognizes such income. Those tax deductions, however, may be limited pursuant to Section 162(m) of the Code, which limits compensation deductions to $1,000,000 per year for each “covered employee” within the meaning of Section 162(m) of the Code. Participants typically are subject to income tax, as well as Social Security taxes, and recognize such tax at the time that an award is exercised, vests or becomes

non-forfeitable,

unless the award provides for deferred settlement.

The vesting of any portion of an award that is accelerated due to the occurrence of a change in control may cause all or a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined in the Code. Any such parachute payments may be

non-deductible

to the either the Company or its parent or subsidiary entities, in whole or in part, and may subject the recipient to a

non-deductible

20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

The Equity Incentive Plan and awards granted under the plan are intended to comply with, or be exempt from, Section 409A of the Code, so as to avoid adverse tax adverse consequences to participants subject to the provisions of Section 409A of the Code.

New Plan Benefits

No awards have been previously granted under the Equity Incentive Plan and no awards have been granted that are contingent on stockholder approval of the Equity Incentive Plan. The awards that are to be granted to any participant or group of participants are indeterminable at the date of this proxy statement/prospectus because participation and the types of awards that may be granted under the Equity Incentive Plan are subject to the discretion of the plan administrator. Consequently, no new plan benefits table is included in this proxy statement/prospectus.

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Vote Required for Approval

If any of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal or the Stock Issuance Proposal is not approved, the Equity Incentive Plan Proposal will not be presented at the Special Meeting. 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.

Failure to submit a proxy or to vote in person at the Special Meeting, or an abstention from voting will have no effect on the Equity Incentive Proposal.

The Business Combination is conditioned upon the approval of the Equity Incentive Plan Proposal, subject to the terms of the Business Combination Agreement. Notwithstanding the approval of the Equity Incentive Plan Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Equity Incentive Plan Proposal will not be effected.

The Sponsor and Cartesian’s directors and officers have agreed to vote the Founder Shares and any Class A ordinary shares owned by them in favor of the Equity Incentive Plan Proposal.

Recommendation of the Cartesian Board of Directors

CARTESIAN’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITS SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE EQUITY INCENTIVE PLAN PROPOSAL.

Summary of the Proxy Statement/Prospectus—Interests of Certain Persons in the Business Combination

” for a further discussion of these considerations.

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PROPOSAL NO. 7 - THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL

Employee Stock Purchase Plan Proposal

—to consider and vote upon a proposal to approve and adopt by ordinary resolution the Alvarium Tiedemann Holdings, Inc. 2022 Employee Stock Purchase Plan, which is referred to herein as the “ESPP,” a copy of which is attached to this proxy statement/prospectus as Annex J (such proposal, the “Employee Stock Purchase Plan Proposal”).

A total of shares of Class A Common Stock will be reserved and authorized for issuance under the ESPP. Based upon a price per share of $ , which was the closing price on Nasdaq per share of Class A ordinary share on , 2021, the maximum aggregate market value of the Class A Common Stock that could potentially be issued under the ESPP is $ . The Board approved the ESPP on , 2021, subject to approval by the Company’s shareholders. If the ESPP is approved by the Company’s shareholders, then the ESPP will be effective upon the consummation of the Business Combination.

The following is a summary of the material features of the ESPP. This summary is qualified in its entirety by the full text of the ESPP, a copy of which is included as Annex J to this proxy statement/prospectus.

Summary of the Alvarium Tiedemann Holdings, Inc. 2022 Employee Stock Purchase Plan

The ESPP was adopted by the Board, subject to shareholder approval, and will become effective upon the Closing Date (the “ESPP Effective Date”). The Board anticipates that the adoption of the ESPP will benefit the Company and its shareholders by providing employees of the Company and its subsidiaries with an opportunity to acquire shares Class A Common Stock and will enable the Company to attract, retain and motivate valued employees.

The Plan consists of two components: (i) the Section 423 Component and (ii) the

Non-Section

423 Component. The Section 423 Component is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. The

Non-Section

423 Component authorizes the grant of rights which need not qualify as rights granted pursuant to an “employee stock purchase plan” under Section 423 of the Code. Rights granted under the

Non-Section

423 Component will be granted pursuant to separate offerings containing such

sub-plans,

appendices, rules or procedures as may be adopted by the plan administrator and designed to achieve tax, securities laws or other objectives for eligible employees and designated subsidiaries but will not be intended to qualify as an “employee stock purchase plan” under Section 423 of the Code.

The Company has initially reserved shares of Class A Common Stock for issuance under the ESPP. The ESPP provides that the number of shares reserved and available for issuance under the ESPP will automatically increase each January 1, beginning on January 1, 2023 and ending on and including January 1, 2032, by the least of shares of Class A Common Stock, 0.05% of the outstanding number of shares of Class A Common Stock and Class B Common Stock on the immediately preceding December 31, and such lesser amount as determined by the Board. If the Company’s capital structure changes because of a stock dividend, stock split or similar event, the number of shares that can be issued under the ESPP may be appropriately adjusted.

The ESPP will be administered by the Board or by the person or persons appointed by the Board. Initially, the compensation committee of the Board will administer the ESPP and will have full authority to make, administer and interpret such rules and regulations regarding the ESPP as it deems advisable.

No person who owns or holds, or as a result of participation in the ESPP would own or hold, 5% or more of the total combined voting power or value of all classes of stock of the Company or any parent or subsidiary is entitled to participate in the ESPP. The plan administrator may provide in an offering document that an employee will not be eligible to participate in an offering period under the Section 423 Component of the ESPP if: (i) such employee is a highly compensated employee within the meaning of Section 423(b)(4)(D) of the Code; (ii) such

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employee has not met a service requirement designated by the plan administrator pursuant to Section 423(b)(4)(A) of the Code (which service requirement may not exceed two years); (iii) such employee’s customary employment is for twenty hours per week or less; (iv) such employee’s customary employment is for less than five months in any calendar year; and/or (v) such employee is a citizen or resident of a foreign jurisdiction and the grant of a right to purchase shares under the ESPP to such employee would be prohibited under the laws of such foreign jurisdiction or the grant of a right to purchase shares under the ESPP to such employee in compliance with the laws of such foreign jurisdiction would cause the ESPP to violate the requirements of Section 423 of the Code, as determined by the plan administrator in its sole discretion;

provided

further

, that any exclusion in clauses (i), (ii), (iii), (iv) or (v) will be applied in an identical manner under each offering period to all employees, in accordance with Treasury Regulation

Section 1.423-2(e).

Further, with respect to the

Non-Section

423 Component of the ESPP, the plan administrator may limit eligibility further within the Company or the designated subsidiary so as to only designate some employees of the Company or the designated subsidiary as eligible employees, and to the extent any restrictions in respect of 5% owners in the

Non-Section 423

Component of the ESPP are not consistent with applicable local laws, the applicable local laws will control.

Participation in the ESPP is limited to eligible employees of the Company, or a subsidiary designated by the plan administrator as a participating subsidiary, who authorize payroll deductions equal to a whole percentage of such employee’s compensation, as defined in the ESPP, or a fixed dollar amount, provided it is permissible for a Section 423 Offering, to the ESPP. Employees may authorize payroll deductions, with a minimum of 1% of compensation and such maximum percentage of compensation specified by the plan administrator for such offering, which will be 15% of compensation in the absence of any such designation. As of the date of this proxy statement/prospectus, there are currently approximately employees who will be eligible to participate in the ESPP. Once an employee becomes a participant in the ESPP, that employee will automatically participate in successive offering periods, as described below, until such time as that employee withdraws from the ESPP or becomes ineligible to participate in the ESPP, including upon his or her employment ceasing.

The plan administrator may, from time to time, grant or provide for the grant of rights to purchase shares under the ESPP to eligible employees during one or more periods, each, an “offering period,” selected by the plan administrator. The terms and conditions applicable to each offering period will be set forth in an offering document adopted by the plan administrator, which offering document will be in such form and contain such terms and conditions as the plan administrator deems appropriate and as may be incorporated by reference into and made part of the ESPP. Shares will be purchased on the last trading day of the purchase period with respect to each offering period, with that day being referred to as a “purchase date.” The plan administrator may establish different offering periods, purchase periods, and purchase dates under the ESPP, and the terms of separate offerings and offering periods need not be identical. No offering period will exceed twenty-seven months.

On the purchase date of each offering period, the employee is deemed to have exercised the option, at the exercise price, for the lower of (i) a number of shares of Class A Common Stock determined by dividing such employee’s accumulated payroll deductions or contributions on such exercise date by the exercise price; or (ii) such lesser number of shares of Class A Common Stock as established by the plan administrator in advance of the offering. Unless otherwise specified by the plan administrator, the purchase price is equal to the lesser of (i) 85% the fair market value per share of Class A Common Stock on the first trading day of the offering period or (ii) 85% of the fair market value per share of Class A Common Stock on the purchase date; provided that, in the case of the Section 423 Component, the purchase price may not be less than 85% of the fair market value per share of Class A Common Stock on the first trading day of the offering period or on the purchase date, whichever is lower. The maximum value of shares of Company stock that may be issued to any employee under the Section 423 Component of the ESPP or any other “employee stock purchase plan” of the Company or any parent or subsidiary in a calendar year in which the rights to purchase the stock are outstanding at any time will be $25,000, determined based on the value of the stock at the start of the offering period.

In general, if an employee is no longer a participant on a purchase date, the employee’s option will be automatically terminated, and the amount of the employee’s accumulated payroll deductions will be refunded.

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A participant may increase or decrease the percentage of compensation or the fixed dollar amount designated in his or her subscription agreement, subject to certain limitations in the ESPP, or may suspend his or her payroll deductions, at any time during an offering period, but the plan administrator may limit the number of changes a participant may make to his or her payroll deduction elections during each offering period in the applicable offering document (and in the absence of any specific designation by the plan administrator, a participant will be allowed to decrease (but not increase) his or her payroll deduction elections one time during each offering period).

A participant may withdraw all but not less than all of the payroll deductions credited to his or her account and not yet used to exercise his or her rights under the ESPP at any time by giving written notice to the Company in a form acceptable to the Company no later than one week prior to the end of the offering period. A participant may withdraw from an offering period at any time without affecting his or her eligibility to participate in future offering periods. If a participant withdraws from an offering period, that participant may not again participate in the same offering period but may enroll in subsequent offering periods.

In the event of any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), change in control, reorganization, merger, amalgamation, consolidation, combination, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities of the Company, or other similar corporate transaction or event or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate (including without limitation any change in control), or of changes in applicable law or accounting principles, the plan administrator, in its discretion, and on such terms and conditions as it deems appropriate, is authorized to take any one or more of the following actions whenever the plan administrator determines that such action is appropriate in order to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the ESPP or with respect to any right under the ESPP, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles: (a) to provide for either (i) termination of any outstanding right in exchange for an amount of cash, if any, equal to the amount that would have been obtained upon the exercise of such right had such right been currently exercisable or (ii) the replacement of such outstanding right with other rights or property selected by the plan administrator in its sole discretion; (b) to provide that the outstanding rights under the ESPP will be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or will be substituted for by similar rights covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; (c) to make adjustments in the number and type of shares (or other securities or property) subject to outstanding rights under the ESPP and/or in the terms and conditions of outstanding rights and rights that may be granted in the future; (d) to provide that participants’ accumulated payroll deductions may be used to purchase shares prior to the next occurring purchase date on such date as the plan administrator determines in its sole discretion and the participants’ rights under the ongoing offering period(s) will be terminated; and (e) to provide that all outstanding rights will terminate without being exercised.

The plan administrator may, in its discretion, at any time, suspend, amend, or terminate the ESPP, provided that certain amendments to the ESPP would require approval of the Company’s stockholders. Upon termination of the ESPP, the balance in each participant’s plan account will be refunded as soon as practicable after such termination, without any interest thereon, or the offering period may be shortened so that the purchase of shares occurs prior to the termination of the ESPP.

No interest will accrue on the payroll deductions or contributions of a participant under the ESPP. All payroll deductions received or held by the Company under the ESPP may be used by the Company for any corporate purpose, and the Company will not be obligated to segregate any payroll deductions.

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Certain U.S. Federal Income Tax Aspects

The following is a summary of the principal U.S. federal income tax consequences of participation in the ESPP. It does not describe all federal tax consequences under the ESPP, nor does it describe state, local, foreign or other tax consequences.

The Section 423 Component of the ESPP is intended to comply with Section 423 of the Code. A participant in the Section 423 Component of the ESPP generally should not recognize taxable income either as a result of participation in the ESPP or upon exercise of an option to purchase shares of Class A Common Stock under the terms of the ESPP.

However, if a participant in the Section 423 Component disposes of shares purchased upon exercise of an option granted under the ESPP within two years from the first day of the applicable offering period or within one year from the exercise date, which we refer to as a “disqualifying disposition,” the participant will generally realize ordinary income in the year of that disposition equal to the amount by which the fair market value of the shares on the date the shares were purchased exceeds the purchase price. The amount of ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares will be a capital gain or loss. A capital gain or loss will generally be long-term if the participant’s holding period is more than 12 months, or short-term if the participant’s holding period is 12 months or less.

If the participant in the Section 423 Component disposes of shares purchased upon exercise of an option granted under the ESPP at least two years after the first day of the applicable offering period and at least one year after the exercise date, the participant will realize ordinary income in the year of disposition equal to the lesser of (1) the excess of the fair market value of the shares at the time the option was granted over the amount paid and (2) the excess of the amount actually received for the Class A Common Stock over the amount paid. The amount of any ordinary income will be added to the participant’s basis in the shares, and any additional gain recognized upon the disposition after that basis adjustment will be a long-term capital gain. If the fair market value of the shares on the date of disposition is less than the exercise price, there will be no ordinary income and any loss recognized will be a long-term capital loss.

With respect to the Section 423 Component, the Company or its subsidiaries will generally be entitled to a tax deduction in the year of a disqualifying disposition equal to the amount of ordinary income recognized by the participant as a result of that disposition. In all other cases, neither the Company nor its subsidiaries will be allowed a deduction.

A participant in the

Non-Section

423 Component will recognize ordinary income equal to the excess, if any, of the fair market value of the Class A Common Stock on the date of exercise of the option over the purchase price, which income will be subject to withholding taxes. The participant’s tax basis in those shares will be equal to their fair market value on the exercise date, and the participant’s capital gain holding period for those shares will begin on the day after they are transferred to the participant.

With respect to the

Non-Section

423 Component, upon an employee’s purchase of shares under the ESPP, the Company or its designated subsidiaries will be entitled to a tax deduction equal to the amount recognized as ordinary income by the participant.

New Plan Benefits

No awards have previously been granted under the ESPP and no awards have been granted that are contingent on stockholder approval of the ESPP. Since participation in the ESPP is voluntary, the benefits or amounts that will be received by or allocated to any individual or group of individuals under the ESPP in the future are indeterminable at the date of this proxy statement/prospectus. Consequently, no new plan benefit table is included in this proxy statement/prospectus.

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Vote Required for Approval

If any of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal or the Equity Incentive Plan Proposal is not approved, the Employee Stock Purchase Plan Proposal will not be presented at the Special Meeting. 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.

Failure to submit a proxy or to vote in person at the Special Meeting, or an abstention from voting will have no effect on the Employee Stock Purchase Proposal.

The Business Combination is conditioned upon the approval of the Employee Stock Purchase Plan Proposal, subject to the terms of the Business Combination Agreement. Notwithstanding the approval of the Employee Stock Purchase Plan Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Employee Stock Purchase Plan Proposal will not be effected.

The Sponsor and Cartesian’s directors and officers have agreed to vote the Founder Shares and any Class A ordinary shares owned by them in favor of the Employee Stock Purchase Plan Proposal.

Recommendation of the Cartesian Board of Directors

CARTESIAN’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITS SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL.

Summary of the Proxy Statement/Prospectus —Interests of Certain Persons in the Business Combination

” for a further discussion of these considerations.

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PROPOSAL NO. 8 – THE ELECTION OF DIRECTORS PROPOSAL

Overview

Shareholders are being asked to elect 11 directors to the Company’s board of directors, effective upon the Closing, with each director having a term that expires at the Company’s annual meeting of shareholders held in the year following the year of their election, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement or removal.

Director Nominees

The Board has nominated each of Michael Tiedemann, Craig Smith, Spiros Maliagros, Peter Yu, Nancy Curtin, Ali Bouzarif, Kevin T. Kabat, Timothy Keaney, Tracey Brophy Warson, Hazel McNeilage and Judy Lee to serve as directors of the Company. Please see the section entitled “

Management of the Company Following the Business Combination

” for more information on the experience of the nominees.

Resolutions to be Voted Upon