AlTi Global (ALTI) 8-K Management’s Discussion and Analysis of Financial Condition and Results of Operations of TWMH

Exhibit 99.10

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives effect to the Business Combination as if it was completed on September 30, 2022. The unaudited pro forma combined statements of operations for the nine months ended September 30, 2022 and year ended December 31, 2021 give pro forma effect to the Business Combination as if it was completed on January 1, 2021. The unaudited pro forma combined balance sheet does not purport to represent, and is not necessarily indicative of, what the actual financial condition of the combined company would have been had the Business Combination taken place on September 30, 2022, nor is it indicative of the financial condition of the combined company as of any future date. The unaudited pro forma combined statements of operations do not purport to represent, and are not necessarily indicative of, what the actual results of operations of the combined company would have been had the Business Combination taken place on January 1, 2021. The unaudited pro forma combined financial information has been prepared, in accordance with Article 11 of Regulation S-X, and is for informational purposes only. It is subject to several uncertainties and assumptions as described in the accompanying notes. The combined financial information presents the pro forma effects of the following:

• the sale and issuance of 16,936,715 shares of Class A Common Stock at $9.80 per share with a par value of $0.0001 from the Private Placements, inclusive of 100,000 additional shares of Class A Common Stock issued to the Alvarium PIPE Investors pursuant to the Side Letter;

• the conversion of the Class D-1 equity interest into an employment contract with the TIG Entities subsequent to the Business Combination;

• the settlement of the $12.1 million deferred underwriting commissions incurred in connection with Cartesian’s IPO;

• the extinguishment of historical long-term debt and the issuance of new credit facilities in connection with the Business Combination;

• the sale of Alvarium Home REIT Advisors Limited (“AHRA”) to AHRA Holdco (together, the “Non-Business Combination Adjustments”); and

• the Business Combination described further in Note 1 to the Unaudited Pro Forma Condensed Combined Financial Information (the “Business Combination Adjustments” and collectively with the Non-Business Combination Adjustments, the “Pro Forma Adjustments”).

In addition, the Target Companies signed a credit agreement with lenders regarding the terms of a new credit facility, the proceeds of which were used to repay existing indebtedness of the Target Companies and to fund future business growth, including acquisitions.

Cartesian was formed on December 18, 2020. As a special purpose acquisition company (“SPAC”), the Company’s purpose entails efforts to acquire one or more businesses through a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Effective September 19, 2021, Cartesian, TWMH, the TIG Entities, and Alvarium entered into an agreement pursuant to which Cartesian intends to use cash and issue shares in exchange for the equity and/or assets of the Target Companies. On December 30, 2022, Cartesian redomiciled and became Alvarium Tiedemann Holdings, Inc. Alvarium Tiedemann Holdings, Inc. is sometimes referred to in this section as “Alvarium Tiedemann”.

The following describes the three operating entities acquired in the Business Combination:

• TWMH is a premier, full-service wealth management firm focused on providing financial advisory and related family office services to high net worth individuals, families, endowments, and foundations. In addition to a wide range of investment capabilities, TWMH offers a full suite of complementary and

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customized family office services for families seeking comprehensive oversight of their financial affairs. The organic growth has been complemented by selective hiring and by two successfully completed acquisitions, which have expanded not only the assets under management, but also TWMH’s professional ranks, geographic footprint, and service capabilities. In addition, TWMH offers extensive Impact Investing advisory services and is a signatory of the Principles for Responsible Investing.

• The TIG Entities are an alternative investment management firm that manages approximately $3.0 billion of AUM within its internal strategies and with strategic investments with External Strategic Managers that have approximately $5.2 billion of AUM in aggregate as of September 30, 2022. The TIG Entities are focused on partnering with global alternative investment fund managers in order to unlock and achieve growth from both an asset and operational perspective. The TIG Entities have a strong track record of identifying managers that focus on sourcing uncorrelated investment opportunities in both public and private markets, utilizing the TIG Entities’ long-standing operating platform to assist managers with growth. TIG Arbitrage and the TIG Entities’ External Strategic Managers focus on capital preservation and uncorrelated returns, with alpha driven investment strategies that align with the needs of a diverse global investor base. As a growth-oriented partner, the TIG Entities work collaboratively with fund managers on marketing and business development.

• Alvarium is a global multi-family office and investment boutique that provides tailored solutions for families, foundations, and institutions. Alvarium has four principal business units: Investment group generally provides investment advisory services to high net worth clients globally, defined as investible assets between $30 million and more than $500 million. Alvarium specializes in being the trusted adviser to high net worth families and 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 client’s 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.

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

(1) Following the closing of the Business Combination (the “Closing”), the Alvarium Shareholders will hold 27.4% of the voting power and economic interests in the Company, taking into account the indirect economic interests of any Class B Common Units held by the TWMH Members and the TIG Entities Members.

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(2) Following the Closing, Cartesian’s Public Shareholders will hold 0.5% of the voting power of and economic interests in the Company, taking into account any Class B Common Units held by the TWMH Members and the TIG Entities Members.

(3) Following the Closing, the PIPE Investors will hold 17.0% of the voting power of and economic interests in the Company, taking into account any Class B Common Units held by the TWMH Members and the TIG Entities Members.

(4) Following the Closing, the Sponsor and Independent Directors will hold 5.1% of the voting power of and economic interests in the Company, taking into account any Class B Common Units held by the TWMH Members and the TIG Entities Members.

(5) Following the Closing, the TWMH Members and the TIG Entities Members will hold 50.0% of the voting power and economic interests in the Company, taking into account the indirect economic interests of any Class B Common Units held by the TWMH Members and the TIG Entities Members.

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

Notwithstanding the legal form of the Business Combination pursuant to the Business Combination Agreement, the Business Combination will be accounted for in accordance with ASC Topic 805, Business Combination (“ASC 805”), using the acquisition method. 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”). In all redemption scenarios, Alvarium Tiedemann has been determined to be the accounting acquirer based on evaluation of the following factors:

• Alvarium Tiedemann will hold 50%, while non-controlling shareholders will hold 50%.

• Umbrella, which will hold 100% of the equity of TWMH, the TIG Entities and Alvarium indirectly through its 100% interest in the equity of Alvarium Tiedemann Holdings, LLC, is a variable interest entity (“VIE”). Alvarium Tiedemann will be the sole managing member and primary beneficiary who has full and complete charge of all affairs of Umbrella, and the Class A units of Alvarium Tiedemann do not have substantive participating or kick out rights; and

• Prior to the close of the Business Combination, no single party had a controlling financial interest in each of the entities involved in the Business Combination. Therefore, the Business Combination is not considered a common control transaction.

The factors discussed above support the conclusion that Alvarium Tiedemann will acquire a controlling financial interest in Umbrella and will be the accounting acquirer. Alvarium Tiedemann is the primary beneficiary of Umbrella, which is a VIE, since it has the power to direct the activities of Umbrella that most significantly impact Umbrella’s economic performance through its role as the sole managing member of Umbrella. Additionally, Alvarium Tiedemann’s variable interests in Umbrella include ownership of Umbrella, which results in the right (and obligation) to receive benefits (and absorb losses) of Umbrella that could potentially be significant to Umbrella. Therefore, the Business Combination will be accounted for using the acquisition method. Under this method of accounting, Alvarium Tiedemann is treated as the acquirer and Umbrella is treated as the acquired company for financial statement reporting purposes. Upon the consummation of the Business Combination, the assets and liabilities of Umbrella are recognized at fair value, and any consideration in excess of the fair value of the net assets acquired (including identifiable intangible assets) is recognized as goodwill.

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The Company has determined TWMH to be the predecessor entity to the Business Combination based on a number of considerations, including TWMH former management making up the majority of the senior under administration of the continuing operations of Alvarium Tiedemann. Therefore, the results of operations presented prior to the Business Combination will be those of TWMH. The unaudited pro forma condensed combined financial information should be read in conjunction with:

• the accompanying notes to the unaudited pro forma combined financial statements;

• the historical financial statements of Cartesian as of, and for the nine months ended September 30, 2022, and for the fiscal year ended December 31, 2021 included elsewhere in this proxy statement/prospectus;

• the historical financial statements of TWMH, the TIG Entities and Alvarium, as of, and for the nine months ended September 30, 2022, and for the fiscal year ended December 31, 2021 included elsewhere in this proxy statement/prospectus;

• the sections of the proxy statement/prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cartesian”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of TWMH”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the TIG Entities” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alvarium”.

The following summarizes the pro forma ownership of Class A Common Stock of the Company and the total economic ownership of Alvarium Tiedemann (i.e., assuming each shareholder of Alvarium Topco exchanged his, her or its (a) ordinary shares of Alvarium Topco and (b) class A shares of Alvarium Topco for Class A Common Stock of Cartesian at the Closing) following the Business Combination under two scenarios based upon the pro forma shareholder redemptions (not taking into account the impact of any Earn-Out Securities):

	Economic Interest in Alvarium Tiedemann (Class A Common  Stock)(1)(2)					Voting Interest in Alvarium Tiedemann (Class A and Class B Common Stock)(1)
	Alvarium Tiedemann Units		%			Alvarium Tiedemann Units		%
Alvarium Tiedemann Shareholders		541,051		1.0	%		541,051		0.5	%
Existing Alvarium Shareholders		30,576,235		54.7	%		30,576,235		27.4	%
PIPE Investors		18,994,640		34.0	%		18,994,640		17.0	%
Sponsor and Independent Directors		5,753,153		10.3	%		5,753,153		5.1	%
Existing TWMH and TIG Entities Members		—		0.0	%		55,899,857		50.0	%
Total		55,865,079		100.0	%		111,764,936		100.0	%

(1) The economic and voting interests in Alvarium Tiedemann included in the table give effect to secondary share purchases occurring after the Business Combination.

(2) The economic interests in Alvarium Tiedemann represent a 50% economic interest in Umbrella. The existing TWMH and TIG Rollover Shareholders will hold a 50% economic interest in Umbrella.

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The table below illustrates the ownership of the controlling and noncontrolling interests in Umbrella following the Business Combination (not taking into account the impact of any Earn-Out Securities):

	Alvarium Tiedemann Units		%
Umbrella Class A common units held by Alvarium Tiedemann		55,865,079		50	%
Umbrella Class B common units held by TWMH and TIG Entities Members		55,899,857		50	%
Total Umbrella units		111,764,936		100	%

The unaudited pro forma condensed combined financial information is for illustrative purposes only. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the Business Combination occurred on the dates indicated or the future results that the Company will experience. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ from the assumptions used to present the accompanying unaudited pro forma condensed combined financial statements.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2022

(in thousands)

	Cartesian (Historical)			TWMH (Historical)			TIG Entities (Historical)		Alvarium (Historical) (Note 2)		Non-Business Combination Adjustments			Business Combination Adjustments			Pro Forma Combined
Assets
Cash and cash equivalents	$	464		$	4,477		$	3,396	$	13,879	$	165,000	(a)	$	(42,100	)(h)	$	41,074
												(7,800	)(b)		347,105	(i)
												8,346	(d)		(99,999	)(j)
												(8	)(e)		(344,031	)(l)
															(7,655	)(c)
Restricted cash and cash equivalents		—			—			4,500		—		—			—			4,500
Investments at fair value		—			200			148,224		7		—			—			148,431
Cash and securities held in Trust Account		347,105			—			—		—		—			(347,105	)(i)		—
Equity method investments		—			50			—		8,829		—			—			8,879
Fees receivable		—			18,558			10,920		52,573		(938	)(e)		—			81,113
Intangible assets, net		—			20,542			—		101,453		—			494,829	(k)		616,824
Goodwill		—			25,168			—		50,104		—			373,174	(k)		448,446
Fixed assets, net		—			979			155		1,660		(2	)(e)		—			2,792
Other assets		19			8,934			2,978		2,576		1,650	(d)		—			16,157
Right-of-use assets		—			8,112			3,028		10,557		—			—			21,697
Total assets	$	347,588		$	87,020		$	173,201	$	241,638	$	166,248		$	374,218		$	1,389,913
Liabilities and Shareholders’ Equity
Accrued compensation and profit sharing	$	—		$	9,572		$	2,768	$	—	$	7,037	(f)	$	1,996	(g)	$	21,373
															(7,655	)(c)		(7,655	)
Accrued member distributions payable		—			7,000			—		—		—			—			7,000
Accounts payable and accrued expenses		492			7,287			5,053		46,969		—			(30,227	)(h)		29,574
Lease liabilities		—			8,742			3,108		12,482		—			—			24,332
Earn-in consideration, at fair value		—			1,091			—		—		—			—			1,091
Payable under delayed share purchase agreement		—			1,818			—		—		—			—			1,818
Debt		477			21,827			42,471		55,869		9,996	(d)		—			130,640
Deferred tax liability, net		—			35			—		24,520		744	(f)		49,560	(k)(vii)		74,860
Deferred underwriting fee		12,075			—			—		—		(12,075	)(b)		—			—
Warrant liability		6,365			—			—		—		—			—			6,365
Earnout liability		—			—			—		—		—			76,035	(k)(iii)		76,035
TRA liability		—			—			—		—		—			8,500	(k)(iv)		8,500
Total liabilities		19,409			57,372			53,400		139,840		5,702			98,209			373,933
Commitments and contingencies:
Class A ordinary shares subject to possible redemption		347,105			—			—		—		—			(347,105	)(l)(m)		—
Equity:
Preference shares		—			—			—		—		—			—			—
Class A common stock		—			—			—		—		2	(a)		9	(k)		12
															1	(n)
Class A ordinary shares		—			—			—		—		—			—			—
Class B ordinary shares		1			—			—		—		—			(1	)(n)		—
Members’ capital – Class A		—			4			—		—		—			(4	)(k)(viii)		—
Members’ capital – Class B		—			30,820			—		—		—			(30,820	)(k)(viii)		—
Total members’ equity		—			—			119,801		—		(7,781	)(f)		(112,019	)(k)(viii)		—
Equity attributable to the owners of the parent company		—			—			—		101,792		(948	)(e)		(100,844	)(k)(viii)		—
Additional paid-in capital		—			—			—		—		164,998	(a)		305,759	(k)(i)		473,831
															99,999	(k)(ii)
															(99,999	)(j)
															3,074	(m)
															(75,272	)(k)(ix)
															75,272	(k)(ix)
Retained earnings (accumulated deficit)		(18,927	)		—			—		—		4,275	(b)		(1,996	)(g)		(16,856	)
												—			(11,873	)(h)
															11,665	(k)(x)
Accumulated other comprehensive income (loss)		—			(1,522	)		—		—		—			1,522	(k)(xi)		—
Non-controlling interest in subsidiaries		—			346			—		6		—			(352	)(k)(xii)		558,993
															297,340	(k)(v)
															261,653	(k)(vi)
Total shareholders’ equity (deficit)		(18,926	)		29,648			119,801		101,798		160,546			623,114			1,015,980
Total liabilities and shareholders’ equity	$	347,588		$	87,020		$	173,201	$	241,638	$	166,248		$	374,218		$	1,389,913

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2022

(in thousands, except for share amounts)

	Cartesian (Historical)			TWMH (Historical)			TIG Entities (Historical)			Alvarium (Historical) (Note 2)			Non-Business Combination Adjustments			Business Combination Adjustments			Pro Forma Combined
Income:
Management/Advisory fees	$	—		$	57,445		$	34,008		$	71,724		$	(5,594	)(a)	$	—		$	157,583
Incentive fees		—			—			816			3,296			—			—			4,112
Other income/fees		—			—			—			4,033			—			—			4,033
Total Income		—			57,445			34,824			79,053			(5,594	)		—			165,728
Expenses:
Compensation and employee benefits		—			36,968			11,498			65,651			5,701	(a)(b)		—			119,818
Systems, technology, and telephone		—			4,577			1,815			3,101			(12	) (a)		—			9,481
Occupancy costs		—			3,399			1,070			2,898			—			—			7,367
Professional fees		797			5,480			3,952			11,984			(65	) (a)		—			22,148
Travel and entertainment		—			1,134			799			1,776			(20	) (a)		—			3,689
Marketing		—			678			—			206			—			—			884
Business insurance expenses		—			869			255			1,085			(2	) (a)		—			2,207
Education and training		—			37			—			1,003			(53	) (a)		—			987
Contributions, donations and dues		—			138			—			—			—			—			138
Depreciation expense		—			356			54			463			(1	) (a)		—			872
Amortization of intangible assets		—			1,434			60			3,505			—			2,951	(c)		7,950
Other operating expenses		151			—			588			3,302			(155	) (a)		—			3,886
Operating expenses		948			55,070			20,091			94,974			5,393			2,951			179,427
Operating income (loss)		(948	)		2,375			14,733			(15,921	)		(10,987	)		(2,951	)		(13,699	)
Other income (expenses):
Interest and dividend income		2,096			100			—			179			—			(2,096	)(d)		279
Interest expense		(18	)		(410	)		(1,757	)		(3,747	)		(2,686	)(e)		—			(8,618	)
Other investment gain (loss), net		16,706			13			9,010			(100	)		—			—			25,629
Income from equity method investments		—			32			—			938			—			—			970
Other-than-temporary gain (loss) on equity method investments		—			—			—			5,443			—			—			5,443
Change in fair value of interest rate swap		—			299			—			—			—			—			299
Change in fair value of conversion option liability		41			—			—			—			—			—			41
Other expenses		—			(27	)		—			—			—			—			(27	)
Foreign currency gain		—			—			—			2,020			—			—			2,020
Income (loss) before taxes		17,877			2,382			21,986			(11,188	)		(13,673	)		(5,047	)		12,337
Income tax (expense) benefit		—			(363	)		(911	)		1,637			(1,447	)(a)(f)		2,391	(f)		1,307
Net income (loss)		17,877			2,019			21,075			(9,551	)		(15,120	)		(2,656	)		13,644
Net income (loss) attributed to non-controlling interests in subsidiaries		—			(87	)		—			(11	)		(7,562	)(g)(i)		6,999	(g)(ii)		(661	)
Net income (loss) attributable to Alvarium Tiedemann	$	17,877		$	2,106		$	21,075		$	(9,540	)	$	(7,558	)	$	(9,655	)	$	14,305
Pro Forma Earnings Per Share
Basic																			$	0.26
Diluted																			$	0.11
Pro Forma Number of Shares Used in Computing Earnings Per Share
Basic (#)																				55,865,079
Diluted (#)																				122,161,315

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2021

(in thousands, except for share amounts)

	Cartesian (Historical)			TWMH (Historical)			TIG Entities (Historical)			Alvarium (Historical) (Note 2)			Non -Business Combination Adjustments			Business Combination Adjustments			Pro Forma Combined
Income:
Management/Advisory fees	$	—		$	75,703		$	44,503		$	82,193		$	(3,903	)(a)	$	—		$	198,496
Incentive fees		—			—			42,110			4,347			—			—			46,457
Other income/fees		—			—			—			16,026			—			—			16,026
Total Income		—			75,703			86,613			102,566			(3,903	)		—			260,979
Expenses:
Compensation and employee benefits		—			47,413			18,082			69,486			23,973	(a)(b)		1,996	(g)		160,950
Systems, technology, and telephone		—			5,070			2,625			3,119			(6	)(a)		—			10,808
Occupancy costs		—			3,498			1,351			3,687			—			—			8,536
Professional fees		1,800			6,882			5,998			14,204			(110	)(a)		11,873	(c)		40,647
Travel and entertainment		—			566			454			1,201			(16	)(a)		—			2,205
Marketing		—			931			—			312			(26	)(a)		—			1,217
Business insurance expenses		—			1,235			309			1,186			(3	)(a)		—			2,727
Education and training		—			35			—			486			(15	)(a)		—			506
Contributions, donations, and dues		—			254			—			—			(1	)(a)		—			253
Depreciation expense		—			695			84			759			—			—			1,538
Amortization of intangible assets		—			1,357			81			1,514			—			9,212	(d)		12,164
Other operating expenses		80			—			827			2,407			(172	)		—			3,142
Operating expenses		1,880			67,936			29,811			98,361			23,624			23,081			244,693
Operating income (loss)		(1,880	)		7,767			56,802			4,205			(27,527	)		(23,081	)		16,286
Other income (expenses):
Interest and dividend income		31			57			—			281			—			(31	)(e)		338
Interest expense		—			(455	)		(2,240	)		(2,492	)		(6,548	)(f)		—			(11,735	)
Other investment gain (loss), net		814			62			15,444			165			—			—			16,485
Income from equity method investments		—			(3,052	)		—			6,494			—			—			3,442
Other-than-temporary gain (loss) on equity method investments		—			—			—			—			—			—			—
Variable interest entity (loss) on investment		—			(146	)		—			—			—			—			(146	)
Change in fair value of interest rate swap		—			178			—			—			—			—			178
Other expenses		—			(105	)		—			(623	)		—			—			(728	)
Income (loss) before taxes		(1,035	)		4,306			70,006			8,030			(34,075	)		(23,112	)		24,120
Income tax (expense) benefit		—			(515	)		(1,457	)		(4,586	)		4,773	(a)(h)		(1,593	)(h)		(3,378	)
Net income (loss)		(1,035	)		3,791			68,549			3,444			(29,302	)		(24,705	)		20,742
Net income (loss) attributed to non-controlling interests in subsidiaries		—			(148	)		—			812			(14,655	)(i)(i)		27,978	(i)(ii)		13,987
Net income (loss) attributable to Alvarium Tiedemann	$	(1,035	)	$	3,939		$	68,549		$	2,632		$	(14,647	)	$	(52,683	)	$	6,755
Pro Forma Earnings Per Share
Basic																			$	0.12
Diluted																			$	0.10
Pro Forma Number of Shares Used in Computing Earnings Per Share
Basic (#)																				55,865,079
Diluted (#)																				66,261,458

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NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Note 1—Description of the Business Combination

Description of the Business Combination

On September 19, 2021, Cartesian Growth Corporation entered into the Business Combination Agreement with, inter alios, TWMH, the TIG Entities, and Alvarium, as described under the heading “Proposal No. 1.—The Business Combination Proposal—The Business Combination Agreement”. Subject to the terms of the Business Combination Agreement, the consideration for the Business Combination will be funded through a combination of cash from Cartesian, proceeds from the proposed Private Placements and rollover equity from the Alvarium Tiedemann equity holders (refer to Estimated Sources and Uses below). As a result of the transaction, the Alvarium Tiedemann equity holders will collectively hold a majority of the equity of Umbrella (Alvarium Tiedemann Capital, LLC). The Business Combination was structured as a customary Up-C transaction, whereby Cartesian will directly or indirectly own equity in Umbrella and hold direct voting rights in Umbrella. Pursuant to and in connection with the Business Combination, the following transactions occured:

• Cartesian changed its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation under the laws of the State of Delaware, upon which Cartesian changed its name to “Alvarium Tiedemann Holdings, Inc.” and adopted the Proposed Charter and the Proposed Bylaws;

• In conjunction with Cartesian’s change in jurisdiction, (a) each outstanding Class A ordinary share automatically converted into one share of Alvarium Tiedemann Class A Common Stock, (b) each outstanding Class B ordinary share automatically converted into one share of Alvarium Tiedemann Class A Common Stock and (c) the outstanding warrants to purchase Class A ordinary shares automatically became exercisable for shares of Alvarium Tiedemann Class A Common Stock.

• Alvarium Tiedemann formed Umbrella Merger Sub;

• TWMH and the TIG Entities’ equity owners formed Umbrella;

• The TIG Entities distributed their interests in the External Strategic Managers in which they made strategic investments to Umbrella;

• Alvarium equity owners formed Alvarium TopCo where Alvarium is a wholly-owned subsidiary of Alvarium TopCo;

• Alvarium equity owners exchanged their equity interests in Alvarium for equity interests in Alvarium Tiedemann;

• Umbrella merged with Umbrella Merger Sub, pursuant to which Umbrella will survive;

• Alvarium Tiedemann contributed 100% of equity interest in Alvarium TopCo to Umbrella in exchange for equity interest in Umbrella;

• Alvarium Tiedemann, TWMH and the TIG Entities entered into a tax receivable agreement (“TRA”) through which Alvarium Tiedemann made additional payments to the members of TWMH and the members of the TIG Entities for the tax benefits realized with the step-up in tax basis created as a result of the exchange of units of Umbrella for Alvarium Tiedemann stock or other consideration;

• Alvarium Tiedemann contributed cash to Umbrella;

• In exchange for the assets and businesses contributed to Umbrella and its subsidiaries, (a) the TWMH, TIG Entities, and Alvarium shareholders were paid an implied equity value of approximately $965 million, consisting of (i) $100.0 million of cash consideration for the secondary sale of units (subject to adjustment), (ii) shares of Alvarium Tiedemann Class A ordinary shares, and (iii) common units in Umbrella.

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• Alvarium Tiedemann received all amounts at the Closing then available in the Trust Account (plus the proceeds of any equity financing received in connection with the Private Placements), net of amounts required (a) to make the cash consideration payments as a result of the Business Combination and (b) to redeem any of the Public Shareholders exercising their respective redemption rights, and contributed any such amounts to Umbrella to pay the transaction expenses of Cartesian, TWMH, the TIG Entities and Alvarium and otherwise for general corporate purposes;

• Alvarium Tiedemann holds 50%, representing economic interests in Umbrella while non-controlling shareholders holds 50% representing economic interests in Umbrella;

• Approximately 2.1 million founders shares were forfeited by the Sponsor, and the remaining approximately 6.4 million founder shares were converted into an equal amount of shares of Class A Common Stock of Alvarium Tiedemann, which include up to approximately 0.8 million shares of Class A Common Stock which are held by Sponsor and subject to potential forfeiture based on a five-year post-closing earn-out, with (i) 50% of such shares being no longer subject to forfeiture if the volume weighted average price (“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; and

• Alvarium Tiedemann adopted an omnibus equity incentive plan for itself and its subsidiaries.

Pursuant to Cartesian’s certificate of incorporation, Cartesian provided its shareholders with the opportunity to redeem their shares in conjunction with a shareholders vote on the transaction contemplated by the Business Combination Agreement, including the Business Combination.

Other related events in connection with the Business Combination

Other related events that are contemplated to occur in connection with the Business Combination are summarized below:

• The issuance of 16.9 million shares of Class A Common Stock in the Private Placements to PIPE Investors.

• Subsequent to the Business Combination, the Class D-1 equity interest holder of TIG Entities will become an employee of the TIG Entities.

• The sale of Alvarium Home REIT Advisors Limited (“AHRA”) to AHRA Holdco.

• The extinguishment of Cartesian, TWMH, TIG Entities, and Alvarium’s debt with a carrying value of $120.6 million.

• The issuance of new credit facilities in connection with the Business Combination (“New Debt”). This includes a $100.0 million term loan facility, net of $1.4 million in fees, bearing interest at the secured overnight financing rate (“SOFR”) plus a Credit Spread Adjustment (“CSA”). A 0.125% change in the estimated interest rate on the term loan facility, which has a variable interest rate, would result in a change in interest expense of approximately $0.1 million for both the nine months ended September 30, 2022 and year ended December 31, 2021. A revolving credit facility of $150.0 million, net of $2.1 million in fees bearing interest at the SOFR, plus a CSA, plus a commitment fee (“CF”). A 0.125% change in the estimated interest rate on the revolving credit facility, which has a variable interest rate, would result in a change in interest expense of approximately $0.1 million for both the nine months ended September 30, 2022 and year ended December 31, 2021. The term loan facility matures on January 3, 2028 and the revolving credit facility matures on or such earlier date as the revolving credit commitments may be terminated pursuant to and in accordance with the terms of the Credit Agreement.

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Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination which reflects actual redemptions of shares at a redemption price of $10 per share which is equal to the pro rata portion of the Trust Account.

Sources and Uses (in millions)

Sources
Alvarium Shareholders Equity(1)	$	306
TWMH Members Equity(2)		297
TIG Entities Members Equity(3)		262
Subtotal(5)		865
Cartesian Class B ordinary Shares held by Sponsor and Independent Directors(4)		58
Cash Held in Trust Account		5
Proceeds from PIPE		165
Total Sources	$	1,093

Uses
Equity Consideration to Alvarium Shareholders(1)	$	306
Equity Consideration to TWMH Members(2)		297
Equity Consideration to TIG Entities Members(3)		262
Subtotal(5)		865
Conversion of Cartesian Class B ordinary Shares held by Sponsor and Independent Directors(6)		58
Secondary Share Purchases		100
Cash to Balance Sheet		8
Estimated Transaction Expenses		62
Total Uses	$	1,093

(1) Represents the $297 million Alvarium Equity Value plus the $9 million Alvarium Closing Cash Adjustment.

(2) Represents the $312 million TWMH Equity Value less $30 million of Secondary Share Purchases plus the $15 million TWMH Closing Cash Adjustment.

(3) Represents the $325 million TIG Entities Equity Value less $70 million of Secondary Share Purchases plus the $7 million TIG Entities Closing Cash Adjustment.

(4) Represents Cartesian Class B ordinary shares held by the Sponsor and independent directors, assuming a per share price of $10.00. Excludes the effect of 2,116,878 shares of Class A Common Stock which was forfeited to PIPE Investors at Closing, and 754,968 shares of Class A Common Stock held by Sponsor 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 for any 20 trading days within any 30-trading day period and (ii) the remaining 50% of such shares no longer subject to forfeiture if the VWAP of the shares equals or exceeds $15.00 for any 20 trading days within any 30-trading day period.

(5) Represents the issuance of an aggregate of 86,476,092 shares of Class A Common Stock and Paired Interests to the Alvarium Shareholders and the TWMH Members and TIG Entities Members, as applicable, at an implied value of $10.00 per share or Paired Interest.

(6) Represents the conversion of Cartesian Class B ordinary shares held by the Sponsor and Independent Directors into Class A Common Stock, at an implied value of $10.00 per share.

Basis of presentation

The unaudited pro forma condensed combined balance sheet as of September 30, 2022 assumes that the Business Combination was completed on September 30, 2022. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2022 and fiscal year ended December 31, 2021 gives pro forma effects to the Business Combination as if it had occurred on January 1, 2021.

The unaudited pro forma condensed combined balance sheet as of September 30, 2022 has been prepared using the following:

• Cartesian’s balance sheet;

• TWMH’s statement of financial condition;

• TIG Entities’ statement of financial position; and

• Alvarium Investments’ statement of financial position

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The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2022 and year ended December 31, 2021 have been prepared using the following:

• Cartesian’s statement of operations;

• Tiedemann Wealth Management Holdings’ statement of operations;

• TIG Entities’ statement of operations; and

• Alvarium Investments’ statement of comprehensive income

The merger between Alvarium Tiedemann and Umbrella was accounted for as a business combination under ASC Topic 805 and 810, and was accounted for using the acquisition method. Under this method of accounting, Umbrella was treated as the “acquired” company for financial reporting purposes.

Under the acquisition method, the acquisition-date fair value of the gross consideration transferred to effect the business combination, as described in Note 3—Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, is allocated to the assets acquired and liabilities assumed based on their estimated fair values. The Company has made significant estimates and assumptions in determining the preliminary allocation of the gross consideration transferred in the unaudited pro forma condensed combined financial statements. As the unaudited pro forma condensed combined financial statements have been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial statements do not give effect to any anticipated operating efficiencies or cost savings that may be associated with the business combination. Certain reclassification adjustments have been made in the unaudited pro forma condensed combined financial statements to conform the Alvarium Tiedemann historical basis of presentation to that of TWMH, where applicable.

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain estimates and assumptions. The unaudited pro forma adjustments may be revised as additional information becomes available. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Alvarium Tiedemann believes that assumptions made provide a reasonable basis for presenting all of the significant effects of the Business Combination contemplated based on information available to Alvarium Tiedemann at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the pro forma financial information. The unaudited pro forma condensed combined financial statements are not necessarily indicative of what the actual results of operations would have been had the business combination taken place on the date indicated, nor are they indicative of the future consolidated results of operations of the combined company. They should be read in conjunction with the historical consolidated financial statements and notes thereto of the Companies.

The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give effect to Pro Forma Adjustments, which are adjustments that depict in the pro forma condensed combined financial statements the accounting for the transactions required by U.S. GAAP.

The unaudited pro forma condensed combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the Alvarium Tiedemann companies filed consolidated income tax returns during the period presented. The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of the Alvarium Tiedemann shares outstanding, assuming the transaction occurred on January 1, 2021 and based upon the amount of redemptions.

Note 2—Accounting Policies

Upon consummation of the Business Combination, Alvarium Tiedemann will perform a comprehensive review of TWMH, the TIG Entities, and Alvarium’s accounting policies. As a result of the review, Alvarium

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Tiedemann may identify differences between the accounting policies of the companies which, when conformed, could have a material impact on the combined financial statements. Based on its initial analysis, Alvarium Tiedemann has not identified any material differences in accounting policies that would have an impact on the unaudited pro forma condensed combined financial information.

Reclassifications

Certain historical balance sheet line items of Cartesian, the TIG Entities, and Alvarium were reclassified to arrive at the pro forma financial statement presentation. Alvarium’s historical financial statements were prepared under UK GAAP. As part of the Business Combination, Alvarium has adjusted its financial statements to conform to US GAAP. The tables below display the adjustments made to the historical Alvarium financial statements to conform to US GAAP.

Alvarium Balance Sheet as of September 30, 2022

(amounts in thousands)	Alvarium Historical (UK GAAP) (GBP)		Alvarium Adjusted for UK to US GAAP Conversion (US GAAP) (GBP) (1)		Alvarium Foreign Currency Adjusted (USD) (2)
Assets
Cash and cash equivalents	£	12,425	£	12,425	$	13,879
Investments at fair value		7		7		7
Equity method investments		8,394		7,904		8,829
Fees receivable		47,991		47,066		52,573
Intangible assets, net		—		90,827		101,453
Goodwill		69,515		44,856		50,104
Fixed assets, net of accumulated depreciation/amortization		1,487		1,487		1,660
Other assets		2,305		2,305		2,576
Right-of-use assets		—		9,451		10,557
Total assets	£	142,124	£	216,328	$	241,638
Liabilities and Shareholders’ Equity
Accounts payable and accrued expenses		41,662		42,049		46,969
Lease liabilities		—		11,175		12,482
Debt		50,017		50,017		55,869
Deferred tax liability, net		2,054		21,952		24,520
Total liabilities		93,733		125,193		139,840
Equity attributable to owners of the parent company		48,386		91,130		101,792
Non-controlling interests in subsidiaries		5		5		6
Total shareholders’ equity		48,391		91,135		101,798
Total liabilities and shareholders’ equity	£	142,124	£	216,328	$	241,638

⁽¹⁾  Certain adjustments were made to Alvarium’s historical balance sheet as a result of Alvarium’s conversion from UK GAAP to US GAAP. For further information on the conversion adjustments, please refer to the “Significant differences between generally accepted accounting policies in the United Kingdom (UK GAAP) and those of the United States (US GAAP)” note within Alvarium’s historical financial statements.

⁽²⁾  Represents adjustments made to convert Alvarium balances from GBP to USD at a 1.0000 to 1.1170 conversion ratio.

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Alvarium Income Statement for the Nine Months Ended September 30, 2022

Alvarium Income Statement for the Nine Months Ended September 30, 2022 (dollars in thousands)	Alvarium Historical (UK GAAP) (GBP)			Alvarium Adjusted for UK to US GAAP Conversion (US GAAP) (GBP) (1)			Alvarium Foreign Currency Adjusted (USD) (2)
Income:
Management/Advisory fees	£	57,134		£	57,087		$	71,724
Incentive fees		2,624			2,624			3,296
Other income/fees		4,239			3,210			4,033
Total income		63,997			62,921			79,053
Expenses:
Compensation and employee benefits		52,253			52,253			65,651
Systems, technology, and telephone		2,467			2,467			3,101
Occupancy costs		2,306			2,306			2,898
Professional fees		9,538			9,538			11,984
Travel and entertainment		1,413			1,413			1,776
Marketing		164			164			206
Business insurance expenses		864			864			1,085
Education and training		798			798			1,003
Depreciation expense		369			369			463
Contributions, donations and dues		—			—			—
Amortization of intangible assets		5,835			2,790			3,505
Other operating expenses		2,630			2,630			3,302
Total operating expenses		78,637			75,592			94,974
Operating income (loss)		(14,640	)		(12,671	)		(15,921	)
Other income (expenses):
Interest and dividend income		143			143			179
Interest expense		(2,981	)		(2,981	)		(3,747	)
Other investment gain (loss), net		(80	)		(80	)		(100	)
Income from equity method investments		645			747			938
Other-than-temporary gain (loss) on equity method investments		4,606			4,332			5,443
Change in fair value of interest rate swap		—			—			—
Other expenses		—			—			—
Foreign currency gain		1,607			1,607			2,020
Income (loss) before taxes		(10,700	)		(8,903	)		(11,188	)
Income tax expense		654			1,303			1,637
Net income (loss)		(10,046	)		(7,600	)		(9,551	)
Net income (loss) attributed to non-controlling interests in subsidiaries		(9	)		(9	)		(11	)
Net income (loss) attributable to Alvarium Tiedemann	£	(10,037)		£	(7,591)		$	(9,540	)

⁽¹⁾  Certain adjustments were made to Alvarium’s historical income statement as a result of Alvarium’s conversion from UK GAAP to US GAAP. For further information on the conversion adjustments, please refer to the “Significant differences between generally accepted accounting policies in the United Kingdom (UK GAAP) and those of the United States (US GAAP)” note within Alvarium’s historical financial statements.

⁽²⁾  Represents adjustments made to convert Alvarium balances from GBP to USD at a 1.0000 to 1.2564 conversion ratio.

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Alvarium Income Statement for the Year Ended December 31, 2021

(amounts in thousands)	Alvarium Historical (UK GAAP) (GBP)			Alvarium Adjusted for UK to US GAAP Conversion (US GAAP) (GBP)(1)			Alvarium Foreign Currency Adjusted (USD)(2)
Income:
Management/Advisory fees	£	59,622		£	59,746		$	82,193
Incentive fees		3,160			3,160			4,347
Other income/fees		12,383			11,650			16,026
Total income		75,165			74,556			102,566
Expenses:
Compensation and employee benefits		50,510			50,510			69,486
Systems, technology, and telephone		2,267			2,267			3,119
Occupancy costs		2,680			2,680			3,687
Professional fees		10,325			10,325			14,204
Travel and entertainment		873			873			1,201
Marketing		227			227			312
Business insurance expenses		862			862			1,186
Education and training		353			353			486
Depreciation expense		552			552			759
Contributions, donations and dues		—			—			—
Amortization of intangible assets		5,724			1,101			1,514
Other operating expenses		2,203			1,750			2,407
Total operating expenses		76,576			71,500			98,361
Operating income (loss)		(1,411	)		3,056			4,205
Other income (expenses):
Interest and dividend income		204			204			281
Interest expense		(1,811	)		(1,811	)		(2,492	)
Other investment gain (loss), net		120			120			165
Income from equity method investments		4,309			4,721			6,494
Other-than-temporary gain (loss) on equity method investments		—			—			—
Change in fair value of interest rate swap		—			—			—
Other expenses		—			(453	)		(623	)
Income before taxes		1,411			5,837			8,030
Income tax benefit (expense)		536			(3,334	)		(4,586	)
Net income (loss)		1,947			2,503			3,444
Net income (loss) attributed to non-controlling interests in subsidiaries		822			590			812
Net income (loss) attributable to Alvarium Tiedemann	£	1,125		£	1,913		$	2,632

⁽¹⁾  Certain adjustments were made to Alvarium’s historical income statement as a result of Alvarium’s conversion from UK GAAP to US GAAP. For further information on the conversion adjustments, please refer to the “Significant differences between generally accepted accounting policies in the United Kingdom (UK GAAP) and those of the United States (US GAAP)” note within Alvarium’s historical financial statements.

⁽²⁾  Represents adjustments made to convert Alvarium balances from GBP to USD at a 1.0000 to 1.3757 conversion ratio.

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Note 3—Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2022

The adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2022 are as follows:

(a) Reflects the net proceeds of $165.0 million from the issuance of 16,936,715 shares of Class A Common Stock at $9.80 per share with a par value of $0.0001 from the Private Placements, inclusive of 100,000 shares of Class A Common Stock issued pursuant to the Side Letter for no cash consideration.

(b) Represents the $7.8 million cash payment in connection with Cartesian’s IPO of $12.1 million of deferred underwriting commissions incurred. A gain of $4.3 million was recognized to extinguish the liability.

(c) Represents the payment of $7.7 million of costs associated with personnel hired in critical functional areas such as finance, legal, human resources to support the requirements of operating as a publicly traded company. These are recurring costs directly attributable to the Business Combination that the Target Companies have reflected in their historical financial statements.

(d) Represents the net proceeds from the issuance of New Debt. See below for a reconciliation table of the debt adjustments for the period presented.

	Cartesian			TWMH			TIG Entities			Alvarium			AlTi Adjustments			Total
Historical debt balance	$	477		$	21,827		$	42,471		$	55,869		$	—		$	120,644
Extinguishment of debt		(477	)		(21,827	)		(42,471	)		(55,869	)		—			(120,644	)
New term loan debt		—			—			—			—			100,000			100,000
Term loan debt issuance costs		—			—			—			—			(1,404	)		(1,404	)
New revolver loan debt		—			—			—			—			32,500			32,500
Revolver debt issuance costs		—			—			—			—			(456	)		(456	)
Undrawn revolver debt issuance costs		—			—			—			—			(1,650	)		(1,650	)
Pro forma adjustment		(477	)		(21,827	)		(42,471	)		(55,869	)		128,990			8,346
Ending balance	$	—		$	—		$	—		$	—		$	128,990		$	128,990

(e) Represents the adjustments to remove Alvarium Home REIT Advisors (“AHRA”), a subsidiary of Alvarium from its historical balances.

(f) Represents the $7.0 million adjustment for the accrual of the Class D-1 distribution payable to the Class D-1 equity interest holder at the Closing of the Business Combination. The Class D-1 equity interest holder expense results in a $0.1 million deferred tax benefit. The Class D-1 equity interest holder will become an employee of the TIG Entities subsequent to the Business Combination.

(g) Represents the $2.0 million pro forma adjustment to reflect the additional costs through Closing associated with personnel hired in critical functional areas such as finance, legal, human resources to support the requirements of operating as a publicly traded company. These are costs directly attributable to the Business Combination and have been reflected as if incurred on January 1, 2021. The historical FY21 results, prior to the pro-forma adjustment, reflect $1.3 million of costs incurred related to these personnel. Costs associated with these personnel will be recurring.

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(h) Represents the adjustments for $11.9 million of incremental transaction costs accrued ($2.2 million of Cartesian transaction costs and $9.7 million of Target Companies’ transaction costs) that are expected to be incurred in connection with the Business Combination. The cash payment to settle the transaction expenses was $42.1 million, which resulted in a net adjustment to relieve the estimated transaction costs of $30.2 million. See below for a reconciliation of transaction costs for the periods presented (in millions):

Transaction Costs by Entity	Costs incurred for the year ended December 31, 2021 (1)		Costs incurred for the Nine Months Ended September 30, 2022 (1)		Subtotal		Costs to be incurred subsequent to September 30, 2022		Total		Accounting Treatment
TWMH	$	4.6	$	3.4	$	8.0	$	2.1	$	10.1	Seller transaction costs in accordance with ASC 805-10-25-21 (3)
TIG		2.0		2.3		4.3		2.4		6.7	Seller transaction costs in accordance with ASC 805-10-25-21 (3)
Alvarium		8.9		6.4		15.3		5.1		20.5	Seller transaction costs in accordance with ASC 805-10-25-21 (3)
Target Company transaction costs		15.6		12.1		27.6		9.6		37.3
Cartesian		1.8		0.8		2.6		2.2		4.8	Buyer transaction costs in accordance with ASC 805-10-25-23
Total transaction costs related to Busines Combination		17.4		12.9		30.2		11.8		42.1
Alvarium Tiedemann Holdings, Inc. (2)		1.3		4.3		5.6		2.1		7.7	Seller transaction costs in accordance with ASC 805-10-25-21 (3)
Settlement of Deferred Underwriting Fee in connection with Cartesian IPO		12.1		—		12.1		—		12.1	Buyer transaction costs in accordance with ASC 805-10-25-23
Total transaction costs	$	30.8	$	17.2	$	47.9	$	13.9	$	61.9

(1) Costs incurred have been included in the historical financial statements of the respective entities for the respective periods in accordance with SAB Topic 1B.

(2) Costs attributable to Alvarium Tiedemann Holdings, Inc. are related to personnel costs to support the requirements of operating as a publicly traded company. These are recurring costs directly attributable to the Business Combination and have been incurred by TWMH as Alvarium Tiedemann Holdings, Inc. did not exist prior to the Business Combination.

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(3) Seller transaction costs are reimbursed by Cartesian to TWMH, TIG and Alvarium through a cash transfer to the Target Companies that does not benefit the sellers. As such, these costs do not represent consideration transferred to the selling shareholders.

(i) Reflects the reclassification of $347.1 million of cash and cash equivalents held in the Trust Account of Cartesian that will become available for transaction consideration, transaction expenses, and the operating activities in conjunction with the Business Combination.

(j) Reflects the use of $100.0 million representing the secondary purchase of partnership interests in Umbrella, or the Aggregate Cash Consideration to be distributed to the TIG Entities and TWMH Members. The TIG Entities Members are entitled to $70.2 million and the TWMH Members are entitled to $29.8 million of Aggregate Cash Consideration. The distribution of the Aggregate Cash Consideration to the members to the TIG Entities and TWMH occurs subsequent to the issuance of shares for net proceeds of $165.0 million referenced in footnote (a) on the closing date of the transaction, and results in a reduction of cash and equity.

(k) Represents the adjustment for the estimated preliminary purchase price allocation for the Business Combination. The preliminary calculation of total consideration is presented below as if the Business Combination was consummated on September 30, 2022.

	Fair Value (in millions)
Equity consideration to Alvarium Shareholders (i)	$	305.8
Aggregate Cash Consideration to TWMH and TIG Entities Members (ii)		100.0
Fair value of Earn-Out Consideration (iii)		76.0
Tax receivable agreement (iv)		8.5
Equity consideration to TWMH Members (v)		297.3
Equity consideration to TIG Entities Members (vi)		261.7
Total consideration for allocation		1,049.3
Assets acquired:
Cash and cash equivalents		26.2
Investments at fair value		148.4
Equity method investments		8.9
Fees receivable		81.1
Right-of-use assets		21.7
Intangible assets, net		616.8
Fixed assets, net of accumulated depreciation/amortization		2.8
Other assets		14.5
Total assets acquired		920.4
Liabilities assumed:
Accrued compensation and profit sharing		19.3
Accrued member distributions payable		7.0
Accounts payable and accrued expenses		71.0
Lease liabilities		24.3
Earn-in consideration payable		1.1
Delayed share purchase agreement		1.8
Debt		120.2
Deferred tax liability, net		74.9
Total liabilities assumed		319.6
Net assets acquired		600.8
Goodwill		448.5
Less: historical goodwill		75.3
Pro forma adjustment to goodwill	$	373.2

⁽ⁱ⁾  Represents $305.8 million of Class A Common Stock of Alvarium Tiedemann issued to the Alvarium Shareholders based on the fair value of the acquired business.

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⁽ⁱⁱ⁾  Represents the $29.8 million and the $70.2 million of Aggregate Cash Consideration transferred to the TWMH and TIG Entities Members, respectively, for the secondary purchase of partnership interests in Umbrella.

⁽ⁱⁱⁱ⁾  Represents $76.0 million of Earn-Out Consideration transferred to the Alvarium Shareholders, TWMH Members, and TIG Entities Members, which will be settled with shares of Class A Common Stock. The total value of the Earn-Out Consideration was determined by using a Monte Carlo simulation to forecast the future daily price per share of Class A common stock over a five-year time period. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Alvarium Shareholders, the TWMH Members, and the TIG Entities Members Earn-Out Consideration is accounted for as contingent consideration under ASC 805 related to the Business Combination. The earnout liability represents an increase to the consideration owed and is not an assumed liability within purchase accounting.

^(iv)  Represents the estimated fair value of the Tax Receivable Agreement (“TRA”), which will provide for certain payments made to the TWMH Members, TIG GP Members, and the TIG MGMT Members. The TRA is accounted for as contingent consideration under ASC 805 related to the Business Combination. The $8.5 million increase to the TRA liability establishes the net present value of the contingent consideration owed to TWMH Members and the TIG Entities Members as part of the TRA. Upon completion of the Business Combination, Cartesian will be party to a TRA. As described under “Certain Relationships and Related-Party Transactions—Tax Receivable Agreement,” in connection with this Business Combination, Cartesian will enter into the TRA with the TWMH Members and the TIG Entities Members. The agreement will require Cartesian to pay an amount equal to 85% of the net tax benefit, if any, that Cartesian realizes in certain circumstances as a result of (i) increases in tax basis resulting from the Business Combination, (ii) certain tax attributes of Umbrella existing prior to the Business Combination, and (iii) tax benefits attributable to payments made under this TRA, generating a liability (the “TRA liability”). The deferred tax asset and the TRA liability for the TRA assume: (A) only

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exchanges associated with this Business Combination, (B) a share price equal to $10 per share, (C) a constant income tax rate, (D) no material changes in tax law, (E) the ability to utilize tax attributes, (F) no adjustment for potential remedial allocations, and (G) future TRA payments.

^(v)  Represents $297.3 million of Umbrella Class B common units issued to TWMH Members based on the fair value of the acquired business. The Umbrella Class B common units represent economic-only interests held by the TWMH Members. Additionally, for each Umbrella Class B common units held, TWMH Members also hold a share of Alvarium Tiedemann Class B Common Stock, which provides one-for-one voting rights.

^(vi)  Represents $261.7 million of Umbrella Class B common units issued to TIG Entities Members based on the fair value of the acquired business. The Umbrella Class B common units represent economic-only interests held by the TIG Entities Members. Additionally, for each Umbrella Class B common units held, TIG Entities Members also hold a share of Alvarium Tiedemann Class B Common Stock, which provides one-for-one voting rights.

Intangible assets were identified that met either the separability criterion or the contractual-legal criterion described in ASC Topic 805. Adjustments were made to incorporate the step-up in basis to intangible assets from at the closing of the Business Combination. Below is a summary of the intangible assets acquired in the Business Combination:

	Pro Forma Combined
Identified Intangible Assets (in thousands)	Fair Value		Fair Value Adjustment			Useful Life
Trade Name	$	42,241	$	42,241			10
Customer Relationships—TWMH		142,800		142,800			26
Customer Relationships—Investment Advisory		15,080		15,080			26
Customer Relationships—Family Office Services		4,021		4,021			18
Investment Management Agreement—Co-Investment (Excluding Public Markets)		18,542		18,542			Indefinite
Investment Management Agreement—Co-Investment (Public Markets)		132,476		132,476			Indefinite
Backlog—Merchant Banking		1,564		1,564			1
Investment Management Agreements—Merger Arbitrage		260,100		260,100			Indefinite
Elimination of historical Intangible Assets		—		(121,995	)
Total	$	616,824	$	494,829

Approximately $448.5 million have been allocated to goodwill. Goodwill represents the excess of the gross consideration over the fair value of the underlying net tangible and identifiable intangible assets acquired. Any difference between the fair value of the consideration transferred and the fair values of the assets acquired, and liabilities assumed is presented as goodwill. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets. Goodwill represents future economic benefits arising from acquiring the Target Companies, primarily due to its strong market position, that are not individually identified and separately recognized as intangible assets.

In accordance with ASC Topic 350, Goodwill and Other Intangible Assets, goodwill will not be amortized, but instead will be tested for impairment at least annually or more frequently if certain indicators are present. In the event that the value of goodwill and/or intangible assets has become impaired, an accounting charge for impairment during the quarter in which the determination is made may be recognized.

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In addition to the recognition of goodwill and intangibles, the following are adjustments made in connection with the Business Combination:

vii. A $50.0 million increase in deferred tax liabilities that results from the step-up for tax purposes of certain assets, including the deferred tax asset created as a result of payments resulting from the Tax Receivable Agreement.

viii. A $243.7 million decrease to additional paid-in capital to eliminate members’ capital; total members equity; and equity attributable to the owners of the parent company, respectively, of TWMH, TIG Entities, and Alvarium.

ix. A $75.3 million decrease in goodwill and subsequent increase to additional paid-in capital to eliminate historical goodwill of TWMH and Alvarium.

x. A $11.7 million increase to retained earnings to eliminate the Target Companies’ transaction costs incurred in connection with the Business Combination. The $11.7 million of Target Companies’ transaction costs is comprised of $9.7 million related to the Target Companies directly and $2.0 million related to transaction costs incurred by TWMH on behalf of Alvarium Tiedemann Holdings, Inc.

xi. A $1.5 million increase to accumulated other comprehensive income to eliminate TWMH accumulated other comprehensive income in connection with the Business Combination.

xii. A $0.4 million decrease to non-controlling interest to reflect the non-controlling interest as a result of the Business Combination.

(l) Represents the cash payment made to redeeming Class A ordinary shareholders.

(m) Represents the $3.1 million conversion of all of the outstanding redeemable Ordinary Shares of Alvarium Tiedemann that were not redeemed and thus converted into shares of Class A Common Stock with an offset to Additional paid-in capital

(n) Represents the conversion of all of the outstanding redeemable Ordinary Shares of Alvarium Tiedemann that were not redeemed and thus converted into shares of Class A Common Stock with an offset to Additional paid-in capital as well as the automatic conversion on a one-for-one basis of the outstanding non-redeemable Ordinary Shares of Alvarium Tiedemann, which will then automatically convert into the right to receive shares of Class A Common Stock.

Note 4—Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Nine Months Ended September 30, 2022

The adjustments included in the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2022 are as follows:

(a) Represents the adjustments to remove Alvarium Home REIT Advisors (“AHRA”), a subsidiary of Alvarium, from its historical balances.

(b) Represents the $7.0 million adjustment for the Class D-1 equity interest holder’s compensation expense as the Class D-1 equity interest holder will become an employee of the TIG Entities subsequent to the Business Combination.

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(c) Represents adjustments to incorporate intangible asset amortization for the step-up in basis related to the Business Combination at the closing of the Business Combination. This pro forma adjustment has been calculated assuming the transaction occurred on January 1, 2021. The following table is a summary of information related to certain intangible assets acquired, including information used to calculate the pro forma amortization expense.

	Pro Forma Combined
Identified Intangible Asset (in thousands)	Fair Value		Years of Amortization		Amortization for Period
Trade Name	$	42,241		10	$	3,168
Customer Relationships—TWMH		142,800		26		4,119
Customer Relationships—Investment Advisory		15,080		26		435
Customer Relationships—Family Office Services		4,021		18		168
Investment Management Agreement—Co-Investment (Excluding Public Markets)		18,542		Indefinite		—
Investment Management Agreement—Co-Investment (Public Markets)		132,476		Indefinite		—
Backlog—Merchant Banking(1)		1,564		1		—
Investment Management Agreements—Merger Arbitrage		260,100		Indefinite		—
Historical Amortization						(4,939	)
Total amortization expense	$	616,824			$	2,951

(1) Assumes backlog was fully amortized during the year ended December 31, 2021.

(d) Represents the pro forma adjustments to eliminate interest earned on cash and marketable securities held in the Trust Account.

(e) Represents the pro forma adjustments related to interest expense from the issuance of New Debt. See below for a reconciliation table of the debt adjustments for the period presented.

	Cartesian			TWMH			TIG Entities			Alvarium			AlTi Adjustments		Total
Historical interest expense	$	18		$	410		$	1,757		$	3,747		$	—	$	5,932
Eliminate interest expense		(18	)		(410	)		(1,757	)		(3,747	)		—		(5,932	)
Term loan interest expense		—			—			—			—			5,905		5,905
Revolver loan interest expense		—			—			—			—			2,713		2,713
Pro forma adjustment		(18	)		(410	)		(1,757	)		(3,747	)		8,618		2,686
Total	$	—		$	—		$	—		$	—		$	8,618	$	8,618

(f) Umbrella has been, and will continue to be, treated as a partnership for U.S. federal and state income tax purposes. As such, Umbrella’s profits and losses will flow through to its partners and are generally not subject to tax at the Umbrella level. Following the consummation of the Business Combination, Umbrella will be subject to U.S. federal, state, and local taxes.

As a result, we expect a portion of our income after our corporate reorganization to be taxable in jurisdictions in which it previously had not been taxable. We estimate that our allocable share of income or loss from the partnership will be subject to an effective tax rate of -11%. Further, these pro forma income tax provisions are prepared as if the transaction occurred on January 1, 2021.

(g)(i) Represents the pro forma 50% economic interest the non-controlling shareholders will hold in Class B common units in Umbrella. The amount is determined by multiplying the sum of the total net income of TWMH, TIG Entities, Alvarium, and the net income of the Business Combination Adjustments by 50%.

(g)(ii) Represents the pro forma 50% economic interest the non-controlling shareholders will hold in Class B common units in Umbrella.

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The amounts are calculated as follows (in thousands):

	For the Nine Months Ended September 30, 2022
Income before taxes attributable to NCI
TWMH	$	2,382
TIG Entities		21,986
Alvarium		(11,188	)
		13,180
Pro forma economic interest percentage		50.02	%
Pro forma income before taxes attributable to NCI		6,592
Pro forma adjustments
Class D-1 Adjustment		(7,037	)
Pro forma interest expense adjustment		(2,686	)
AHRA strip-out adjustment		(3,950	)
Business combination adjustment		(2,951	)
		(16,624	)
Pro forma economic interest percentage		50.02	%
Pro forma amortization expense business combination adjustment attributable to NCI		(8,315	)
AHRA strip out		(3,950	)
UK Corporate Tax Rate		19	%
Pro forma economic interest percentage		50.02	%
AHRA strip out tax expense attributable to NCI		375
Alvarium Income Tax Expense		1,637
Pro forma economic interest percentage		50.02	%
Alvarium Income Tax Expense attributable to NCI		819
Alvarium amortization		1,369
UK Corporate Tax Rate		19.00	%
Pro forma economic interest percentage		50.02	%
Alvarium amortization tax add-back attributable to NCI		(132	)
Net income attributed to NCI in subsidiaries Pro Forma Adjustment	$	(661	)
TWMH		87
TIG Entities		—
Alvarium		11
Class D-1 Adjustment		3,892
Pro forma interest expense adjustment		1,485
AHRA strip-out adjustment		2,185
Net income attributed to NCI in subsidiaries Business Combination Adjustment	$	6,999

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Note 5—Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2021

The adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 are as follows:

(a) Represents the adjustments to remove Alvarium Home REIT Advisors (“AHRA”), a subsidiary of Alvarium from its historical balances.

(b) Represents the $25.1 million adjustment for the Class D-1 equity interest holder’s compensation expense as the Class D-1 equity interest holder will become an employee of the TIG Entities subsequent to the Business Combination.

(c) Represents the $11.9 million pro forma adjustment to reflect the estimated transaction costs expected to be incurred subsequent to September 30, 2022. These are directly attributable to the Business Combination. These costs are reflected as if incurred on January 1, 2021. The transaction costs and associated tax effects are not expected to be recurring.

(d) Represents adjustments to incorporate intangible asset amortization for the step-up basis related to the Business Combination at the closing of the Business Combination. This pro forma adjustment has been

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calculated assuming the transaction occurred on January 1, 2021. The following table is a summary of information related to certain intangible assets acquired, including information used to calculate the pro forma amortization expense.

	Pro Forma Combined
Identified Intangible Asset (in thousands)	Fair Value		Years of Amortization		Amortization for Period
Trade Name	$	42,241		10	$	4,224
Customer Relationships—TWMH		142,800		26		5,492
Customer Relationships—Investment Advisory		15,080		26		580
Customer Relationships—Family Office Services		4,021		18		223
Investment Management Agreement—Co-Investment (Excluding Public Markets)		18,542		Indefinite		—
Investment Management Agreement—Co-Investment (Public Markets)		132,476		Indefinite		—
Backlog—Merchant Banking		1,564		1		1,564
Investment Management Agreements—Merger Arbitrage		206,100		Indefinite		—
Historical Amortization						(2,871	)
Total amortization expense	$	616,824			$	9,212

(e) Represents the pro forma adjustments to elimination interest earned on cash and marketable securities held in the Trust Account.

(f) Represents the pro forma adjustments related to interest expense from the issuance of New Debt. See below for a reconciliation table of the debt adjustments for the period presented.

	Cartesian		TWMH			TIG Entities			Alvarium			AlTi Adjustments		Total
Historical interest expense	$	—	$	455		$	2,240		$	2,492		$	—	$	5,187
Eliminate interest expense		—		(455	)		(2,240	)		(2,492	)		—		(5,187	)
Term loan interest expense		—		—			—			—			8,151		8,151
Revolver loan interest expense		—		—			—			—			3,584		3,584
Pro forma adjustment		—		(455	)		(2,240	)		(2,492	)		11,735		6,548
Total	$	—	$	—		$	—		$	—		$	11,735	$	11,735

(g) Represents the $2.0 million pro forma adjustment to reflect the additional costs through Closing associated with personnel hired in critical functional areas such as finance, legal, human resources to support the requirements of operating as a publicly traded company. These are costs directly attributable to the Business Combination and have been reflected as if incurred on January 1, 2021. The historical FY21 results, prior to the pro-forma adjustment, reflect $1.3 million of costs incurred related to these personnel. Costs associated with these personnel will be recurring.

(h) Umbrella has been, and will continue to be, treated as a partnership for U.S. federal and state income tax purposes. As such, Umbrella’s profits and losses will flow through to its partners and are generally not subject to tax at the Umbrella level. Following the consummation of the Business Combination, Umbrella will be subject to U.S. federal, state, and local taxes.

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As a result, we expect a portion of our income after our corporate reorganization to be taxable in jurisdictions in which it previously had not been taxable. We estimate that our allocable share of income or loss from the partnership will be subject to an effective tax rate of 14%. Further, these pro forma income tax provisions are prepared as if the transaction occurred on January 1, 2021.

(i)(i) Represents the pro forma 50% economic interest the non-controlling shareholders will hold in Class B common units in Umbrella. The amount is determined by multiplying the sum of the total net income of TWMH, TIG Entities, Alvarium, and the net income of the business combination adjustments by 50%.

(i)(ii) Represents the pro forma 50% the non-controlling shareholders will hold in Class B common units in Umbrella. The amounts are calculated as follows (in thousands):

Income before taxes attributable to NCI	For the Year Ended December 31, 2021
TWMH	$	4,306
TIG Entities		70,006
Alvarium		8,030
		82,342
Pro forma economic interest percentage		50.02	%
Pro forma income before taxes attributable to NCI		41,184
Pro forma adjustments
Class D-1 Adjustment		(25,080	)
Pro forma interest expense adjustment		(6,548	)
AHRA strip-out adjustment		(2,447	)
Business combination adjustment (transaction expenses)		(11,665	)
Business combination adjustment (amortization expense)		(9,212	)
		(54,952	)
Pro forma economic interest percentage		50.02	%
Pro forma amortization expense business combination adjustment attributable to NCI		(27,485	)
Alvarium income before taxes		8,030
Alvarium Income Tax Expense		19.00	%
Pro forma economic interest percentage		50.02	%
Alvarium Income Tax Expense attributable to NCI		(763	)
AHRA strip out		(2,447	)
UK Corporate Tax Rate		19.00	%
Pro forma economic interest percentage		50.02	%
AHRA strip out tax expense attributable to NCI		233
Alvarium amortization		(8,601	)
UK Corporate Tax Rate		19.00	%
Pro forma economic interest percentage		50.02	%
Alvarium amortization tax add-back attributable to NCI		818
Net income attributed to NCI in subsidiaries Pro Forma Adjustment	$	13,987
TWMH		148
TIG Entities		—
Alvarium		(812	)
Class D-1 Adjustment		10,787
Pro forma interest expense adjustment		2,816
AHRA strip-out adjustment		1,052
Net income attributed to NCI in subsidiaries Business Combination Adjustment	$	27,978

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Note 6—Earnings Per Share

Earnings per share is calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding at January 1, 2021. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net income per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire periods presented.

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For the purposes of calculating the weighted average number of shares, the Class B shares have been excluded from the calculation as the shares represent voting only shares. The weighted average number of shares outstanding represents Class A shares outstanding, which are economic interest only shares. The following factors are considered, in each case based upon the pro forma shareholder redemption scenarios:

(a) Management determined that the economic shares include Class A common shares issued to:

a. SPAC Shareholders

i. 0.5 million shares issued.

b. SPAC Sponsor and Independent Directors

i. Approximately 5.8 million shares issued to SPAC Sponsor, which represent approximately 8.6 million shares less the approximately 2.1 million of Sponsor Shares forfeited, less the 0.7 million shares held by the Sponsor forfeited based on a five-year post-closing earn-out, with (i) 50% of such shares being no longer subject to forfeiture if the VWAP of the shares equals or exceeds $12.50 and (ii) the remaining 50% of such shares no longer subject to forfeiture if the VWAP of the shares equals or exceeds $15.00;

c. PIPE Investors

i. Approximately 19.0 million shares issued to PIPE Investors.

d. Alvarium Shareholders

i. Approximately 30.6 million shares issued to Alvarium Shareholders.

(b) Existing shareholders have rights to exchange the pre-existing voting units to Class A common shares on a one-for-one exchange basis. Upon full exchange, Class A common shares shall be increased by 55.9 million shares. The conversion effects are included in the diluted earnings per share calculation for the nine months ended September 30, 2022 and are excluded from the diluted earnings per share calculation for the year ended December 31, 2021, as the result would be anti-dilutive.

(c) The 11.5 million of public warrants and 8.9 million of private warrants with an exercise price at $11.50 are not converted to Class A Common Stock at the Closing of the Business Combination. The warrant effects are excluded from the diluted earnings per share calculation, as the result would be anti-dilutive for the nine months ended September 30, 2022 and the year ended December 31, 2021.

(d) The 10.4 million of remaining earn-out shares will be allocated among the TWMH Members, the TIG Entities Members, the Alvarium Shareholders, and the Sponsor. Of the total earn-out shares, 2.5 million, will be allocated to Alvarium Shareholders and 0.8 million will be allocable to the Sponsor, which will vest into Class A Common Stock. Of the remaining earn-out shares, 3.6 million

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will be allocated to the TWMH Members and 3.5 million, will be allocated to the TIG Entities Members, which will vest into Class B Common Stock. The earn-out effects are included in the diluted earnings per share calculation for the nine months ended September 30, 2022 and are excluded from the diluted earnings per share calculation for the year ended December 31, 2021

	For the Nine Months Ended September 30, 2022			For the Year Ended December 31, 2021(1)
Numerator
Net income	$	13,644		$	20,742
Less: net income (loss) attributable to noncontrolling interests		(661	)		13,987
Net income attributable to holders of Class A Common Stock - basic	$	14,305		$	6,755
Denominator
Weighted average shares of Class A Common Stock outstanding - basic		55,865,079			55,865,079
Weighted average shares of Class A Common Stock outstanding - diluted		122,161,315			66,261,458
Basic earnings per share	$	0.26		$	0.12
Diluted earnings per share	$	0.11		$	0.10

The pro forma book value per share information reflects the Business Combination as if it had occurred on September 30, 2022.

	Pro Forma Combined
Book Value Per Share (2)	$	8.18

⁽¹⁾  The assumed conversion of Class B Common Stock is excluded from the Year Ended December 31, 2021 because the inclusion is antidilutive.

⁽²⁾  Book value per share = total equity attributable to controlling interests/shares outstanding. For the pro forma combined book value per share, total equity attributable to controlling interests is derived using 55.9 million shares.

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Certain Non-GAAP Pro Forma Information

The unaudited pro forma condensed combined financial statements are reported in accordance with GAAP and Article 11 of SEC Regulation S-X. In addition, we have provided the following pro forma non-GAAP financial information. We believe that this pro forma non-GAAP financial measure provides useful information about the combined company’s pro forma operating results.

This pro forma non-GAAP financial measure is not an alternative to the unaudited pro forma condensed combined statement of operations prepared in accordance with GAAP and should be considered in addition to, and not as a substitute or superior to, such pro forma financial statement. Using only the pro forma non-GAAP financial measure to analyze performance would have material limitations because its calculation is based on our subjective determination regarding the nature and classification of events and circumstances that investors may find significant. For these pro forma non-GAAP financial measures, a reconciliation of the differences between the pro forma non-GAAP measure and the most directly comparable pro forma GAAP measure has been provided. Although other companies report non-GAAP net income and diluted earnings per share, numerous methods may exist for calculating a company’s non-GAAP net income and diluted earnings per share. As a result, the method used to calculate the combined company’s pro forma non-GAAP financial measure may differ from the methods used by other companies to calculate their non-GAAP measures.

Pro Forma Combined Adjusted Net Income (“Adjusted Net Income”)

We define Adjusted Net Income as follows:

Net income (loss) from continuing operations before one-time extraordinary and certain non-cash items, including but not limited to:

• equity settled share-based payments;

• impairment of equity method investments;

• COVID-19 subsidies;

• one-time bonuses;

• transaction expenses,

• legal settlement;

• fair value adjustments to strategic investments;

• change in fair value of (gains) / losses on investments;

• Holbein compensatory earn-in;

• other one-time deal costs;

• long term incentive plan expenses;

• change in fair value of warrant liability;

• one-time fees and charges; and

• the income tax expense or benefit on the foregoing adjustments that are subject to income tax

Adjusted Net Income provides us with a measure of financial performance, independent of items that are beyond the control of management in the short-term. This metric measures our financial performance based on operational factors that management can impact in the short-term, namely the cost structure or expenses of the organization. Adjusted Net Income is one of the metrics we use to review the financial performance of our business on a monthly basis.

Adjusted Net Income is not a measurement of financial performance under GAAP and should not be considered in isolation or as an alternative to income from operations, net income (loss) or any other measure of performance or liquidity derived in accordance with GAAP. We believe this non-GAAP measure, as we have defined it, is helpful in identifying trends in our day-to-day performance because the items excluded have little or no significance on our day-to-day operations. This measure provides an assessment of controllable expenses and affords management the ability to make decisions which are expected to facilitate meeting current financial goals as well as achieve optimal financial performance.

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Pro Forma Combined Adjusted EBITDA (“Adjusted EBITDA”)

We define Adjusted EBITDA as follows:

• Adjusted Net Income;

• adjustments related to joint ventures and associates;

• interest expense, net;

• income tax (benefit) expense;

• the income tax expense or benefit on adjustments to net income that are subject to income tax; and

• depreciation and amortization expense.

Adjusted EBITDA provides us with a measure of financial performance, independent of items that are beyond the control of management in the short-term, such as depreciation and amortization, taxation, non-cash impairments and interest expense associated with our capital structure. This metric measures our financial performance based on operational factors that management can impact in the short-term, namely the cost structure or expenses of the organization. Adjusted EBITDA is one of the metrics we use to review the financial performance of our business on a monthly basis.

Adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered in isolation or as an alternative to income from operations, net income (loss) or any other measure of performance or liquidity derived in accordance with GAAP. We believe this non-GAAP measure, as we have defined it, is helpful in identifying trends in our day-to-day performance because the items excluded have little or no significance on our day-to-day operations. This measure provides an assessment of controllable expenses and affords management the ability to make decisions which are expected to facilitate meeting current financial goals as well as achieve optimal financial performance.

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The following tables present our reconciliation of pro forma Adjusted Net Income and Adjusted EBITDA for the combined Company with the Pro Forma Condensed Combined Statements of Operations for the nine months ended September 30, 2022 and years ended December 31, 2021 and December 31, 2020:

	Nine Months Ended September 30, 2022
(Amounts in thousands)
Pro Forma Combined Adjusted Net Income and Combined Adjusted EBITDA
Pro forma net income attributed to Alvarium Tiedemann	$	14,305
Pro forma net income attributed to non-controlling interests in subsidiaries		(661	)
Pro forma net income		13,644
Income tax expense		(1,307	)
Pro forma net income before taxes		12,337
Equity settled share based payments P&L (a)(g)		2,860
Transaction expenses (b)		12,863
Change in fair value of (gains) / losses on investments (c)		(234	)
Fair value adjustments to strategic investments (d)		(8,894	)
Change in fair value of warrant liability (e)		(16,729	)
Change in fair value of conversion option liability (f)		(41	)
Holbein compensatory earn-in (g)		1,086
Other one-time deal costs (h)		273
Long term incentive plan expenses (i)		13,121
Legal settlement (j)		3,057
Pro forma adjusted income before taxes		19,699
Adjusted income tax expense		(3,081	)
Pro Forma Combined Adjusted Net Income		16,618
Net income attributed to non-controlling interests in subsidiaries		9,088
Pro Forma Combined Adjusted Net Income attributable to Alvarium Tiedemann		7,530
Net income attributed to non-controlling interests in subsidiaries		9,088
Adjustments related to joint ventures and associates (k)		1,536
Interest expense, net		8,339
Income tax expense		(1,307	)
Adjusted income tax expense less income tax expense		4,388
Depreciation and amortization		8,823
Pro Forma Combined Adjusted EBITDA	$	38,397
Pro Forma Earnings Per Share
Basic	$	0.26
Diluted	$	0.11
Pro Forma Adjusted Net Income Per Share
Basic	$	0.13
Diluted	$	0.11
Pro Forma Number of Shares Used in Computing Earnings Per Share and Adjusted Net Income Per Share
Basic		55,865,079
Diluted - pro forma		122,161,315
Diluted - adjusted net income		66,261,458

(a) Represents add-back of the non-cash expense related to equity-based compensation to its employees.

(b) Represents adjustment for transaction expenses related to Cartesian’s IPO and the Business Combination, in order to reflect our recurring performance. The $12.9 million amount represents $12.1 million of transaction expenses incurred by the Target Companies for the Nine Months Ended September 30, 2022 and $0.8 million of transaction expenses incurred by Cartesian for the Nine Months Ended September 30, 2022.

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(c) Represents the change in unrealized gains/losses related primarily to the TWMH interest rate swap and Cartesian treasury bills.

(d) Represents add-back of unrealized (gains) / losses on strategic investments.

(e) Represents the change in the fair value of the warrant liability.

(f) Represents the change in the fair value of the conversion option liability.

(g) Add back of cash portion of the compensatory earn-ins related to the Holbein acquisition as discussed in Note 3, “Variable Interest Entities and Business Combinations” of the Notes to the Consolidated Financial Statements of TWMH. Add back of equity portion of compensatory earn-ins of $0.7 is included in the equity settled share based payments combined EBITDA adjustment. 50% of the earn-in was settled in equity and the other 50% was settled in cash.

(h) Related to professional fees associated with an acquisition target. These costs are not related to the Business Combination.

(i) Represents adjustment for one-time payments made under LTIP.

(j) Represents adjustment for legal expense recorded during the three months ended September 30, 2022 for an exit settlement agreement.

(k) Represents Alvarium’s share of joint ventures and associates Adjusted EBITDA.

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	Year Ended December 31, 2021
(Amounts in thousands)
Pro Forma Combined Adjusted Net Income and Combined Adjusted EBITDA
Pro forma net income attributed to Alvarium Tiedemann	$	6,755
Pro forma net income attributed to non-controlling interests in subsidiaries		13,987
Pro forma net income		20,742
Income tax expense		3,378
Pro forma net income before taxes		24,120
Equity settled share based payments P&L(a)		5,533
Transaction expenses(b)		29,237
Legal settlement(c)		565
Impairment of equity method investment(d)		2,364
Change in fair value of (gains) / losses on investments (e)		(2	)
Fair value adjustments to strategic investments(f)		(15,370	)
Change in fair value of warrant liability(g)		(814	)
Pro forma adjusted income before taxes		45,633
Adjusted income tax expense		(6,404	)
Pro Forma Combined Adjusted Net Income		39,229
Net income attributed to non-controlling interests in subsidiaries		21,912
Pro forma Combined Adjusted Net Income attributable to Alvarium Tiedemann		17,317
Net income attributed to non-controlling interests in subsidiaries		21,912
Adjustments related to joint ventures and associates(h)		3,313
Interest expense, net		11,397
Income tax expense		3,378
Adjusted income tax expense less income tax expense		3,026
Depreciation and amortization		13,702
Pro Forma Combined Adjusted EBITDA	$	74,045
Pro Forma Earnings Per Share
Basic	$	0.12
Diluted	$	0.10
Pro Forma Adjusted Net Income Per Share
Basic	$	0.31
Diluted	$	0.26
Pro Forma Number of Shares Used in Computing Earnings Per Share and Adjusted Net Income Per Share
Basic		55,865,079
Diluted		66,261,458

(a) Represents add-back of the non-cash expense related to equity-based compensation to its employees.

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(b) Represents adjustment for transaction expenses related to Cartesian’s IPO and the Business Combination, in order to reflect our recurring performance. The amount represents $15.6 million of transaction expenses incurred by the Targets for the Year Ended December 31, 2021, $1.8 million of transaction expenses incurred by Cartesian for the Year Ended December 31, 2021, and $12.0 million of Estimated Transaction Expenses expected to be incurred prior to the closing of the Business Combination.

(c) Represents legal fees incurred in connection with a legal action that was settled in July 2021. For further detail on the legal settlement, refer to Note 13, “Legal settlement,” of the Notes to the Combined and Consolidated Financial Statements of the TIG Entities.

(d) Represents the adjustment to an other-than-temporary impairment of the Tiedemann Constantia AG equity method investment.

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

(f) Represents add-back of unrealized (gains) / losses on strategic investments.

(g) Represents the change in the fair value of the warrant liability.

(h) Represents Alvarium’s share of joint ventures and associates Adjusted EBITDA.

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	Year Ended December 31, 2020
(Amounts in thousands)
Pro Forma Combined Adjusted Net Income and Combined Adjusted EBITDA
Pro forma net income attributed to Alvarium Tiedemann	$	3,522
Pro forma net income attributed to non-controlling interests in subsidiaries		5,134
Pro forma net income		8,656
Income tax expense		1,410
Pro forma net income before taxes		10,066
Equity settled share based payments P&L (a)		1,154
Covid subsidies(b)		(976	)
One-time bonuses(c)		2,200
Legal settlement(d)		6,313
Change in fair value of (gains) / losses on investments (e)		266
Fair value adjustments to strategic investments(f)		(7,670	)
One-time fees and charges(g)		181
Pro forma adjusted net income before taxes		11,534
Adjusted income tax expense		(1,117	)
Pro Forma Combined Adjusted Net Income		10,417
Net income attributed to non-controlling interests in subsidiaries		6,442
Pro forma Combined Adjusted Net Income attributable to Alvarium Tiedemann		3,975
Net income attributed to non-controlling interests in subsidiaries		6,442
Adjustments related to joint ventures and associates (h)		7,615
Interest expense, net		11,382
Income tax expense		1,409
Adjusted income tax expense less income tax expense		(293	)
Depreciation and amortization		12,059
Pro Forma Combined Adjusted EBITDA	$	42,589
Pro Forma Earnings Per Share
Basic	$	0.06
Diluted	$	0.05
Pro Forma Adjusted Net Income Per Share
Basic	$	0.07
Diluted	$	0.06
Pro Forma Number of Shares Used in Computing Earnings Per Share and Adjusted Net Income Per Share
Basic		55,865,079
Diluted		66,261,458

(a) Represents add-back of the non-cash expense related to equity-based compensation to its employees.

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

(c) Represents a one-time bonus payment made to certain members in 2020.

(d) Represents an accrual related to a legal action that was settled in July 2021. For further detail on the legal settlement, refer to Note 13, “Legal settlement,” of the Notes to the Combined and Consolidated Financial Statements of the TIG Entities.

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

(f) Represents the adjustment to add back unrealized (gains) / losses on strategic investments.

(g) Represents other one-time fees and charges that management believes are not representative of the operating performance.

(h) Represents Alvarium’s share of joint ventures and associates Adjusted EBITDA.

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