United States securities and exchange commission logo
August 25, 2022
Peter Yu
Chief Executive Officer
Cartesian Growth Corporation
505 Fifth Avenue, 15th Floor
New York, NY 10017
Re: Cartesian Growth
Corporation
Amendment No. 4 to
Registration
Statement on Form S-4
Filed August 8,
2022
File No. 333-262644
Dear Mr. Yu:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
August 3, 2022 letter.
Amendment No. 4 to Form S-4 dated August 8, 2022
Proxy Statement for Extraordinary General Meeting of Cartesian Growth
Corporation, page 1
1. Reconcile and or
conform throughout your filing, Class A common stock to be
outstanding following
the Business Combination, e.g. 145,024,612 assuming no
redemptions on page 17
vs 142,662,728 on the prospectus cover page.
Beneficial ownership levels in the Company......, page 17
2. Please disclose
components of earn-out securities, and if it includes the 1,282,500 Class A
Common Stock held by
Sponsor, that is excluded from Sources and Uses of Funds for the
Business Combination as
disclosed on page 47.
Peter Yu
FirstName LastNamePeter Yu
Cartesian Growth Corporation
Comapany
August 25, NameCartesian
2022 Growth Corporation
August
Page 2 25, 2022 Page 2
FirstName LastName
Sources and Uses of Funds for the Business Combination, page 47
3. Please enhance your disclosures to clarify that Sources with respect
to Alvarium, TWMH
and TIG represent the issuance of Class A common stock at an implied
value of $10.00
for 86,245,377 shares to the respective Shareholders and or Members.
4. You disclose that Sponsor and Independent Directors Equity in
Cartesian of $73 million
will be a source of funds in the Business Combination and then also a
use in equity
consideration to Sponsor and Independent Directors. Based on your
description of the
Business Combination on page 251 and the related pro forma
adjustments, there does not
appear to be any exchange of funds with regard to these equity
interests but rather a
conversation of Class B ordinary shares of Cartesian into Class A
Common Stock of
Alvarium Tiedemann. Please revise your disclosures accordingly.
Diagram of the Company's organizational structure immediately following the
completion of the
Business Combination, page 51
5. Please address the following:
Conform reference to Class A and Class B shareholders in
Alvarium Tiedemann
consistent with references disclosed in the table on page 245
that presents the
Economic and Voting Interest in Alvarium Tiedemann, e.g. Alvarium
Tiedemann
Shareholders (public shareholders) and Independent Directors
(Initial Shareholders).
Add the table on page 245 that presents the Economic and Voting
Interest Interest in
Alvarium Tiedemann to supplement the diagram.
Enhance your diagram to add (Alvarium Tiedemann) under Alvarium
Tiedemann,
Holdings, Inc. Capital, LLC (US) and (Umbrella) under Alvarium
Tiedemann
Capital, LLC (US).
Summary of Historical Consolidated Financial Information of TWMH, page 55
6. Please tell us and enhance your disclosures to explain why you have
only adjusted $2.3
million for the OTTI impairment of Tiedemann Constantia AG Equity
method investment
in arriving at Adjusted EBITDA and not total the OTTI impairment
recognized in the
TWMH Consolidated Statement of Income of $3.1 million in on page F-42.
7. Please disclose, if true, that the equity compensatory earn-in of $377
thousand is included
in equity settled share-based payments of $968 thousand for the three
months ended
March 31, 2022 and if not, why you have only adjusted for the Holbein
cash
compensatory earn-in in arriving at Adjusted EBITDA.
Selected Operating Metrics, page 56
8. Please disclose historical net income together with EBITDA and
Adjusted EBITDA for
each TWMH, TIG Entities and Alvarium.
Peter Yu
FirstName LastNamePeter Yu
Cartesian Growth Corporation
Comapany
August 25, NameCartesian
2022 Growth Corporation
August
Page 3 25, 2022 Page 3
FirstName LastName
Summary of Historical Consolidated Financial Information of the TIG Entities,
page 58
9. You disclose in footnote (d) on page 60, that Class D-1 members are
entitled to 49.37% of
the net profits and losses. We also note on page 296, that you
disclose that Class D-1
equity interest is entitled to 49.37% of the profits attributable to
the TIG Arbitrage
strategy. Tell us and enhance your disclosures to clarify whether
Class D-1 members are
entitled to a percentage of both profits and losses net of tax or a
percentage of gross profits
and conform disclosures throughout the filing.
10. Please disclose how your adjustments to Adjusted EBITDA, excluding
fair value
adjustments to strategic investments, reconcile to the related TIG
Consolidated Statements
of Income on pages F-102 and F-119.
Summary of Historical Consolidated Financial Information of Alvarium, page 61
11. Please disclose how Other one-time fees and charges (b) & (d)
reconcile to the related
Alvarium Consolidated Statements of Income on pages F-138 and F-204.
Additionally
based on the footnote explanations, it appears Other one-time fees
and charges (b) for
the three months ended March 31, 2022 should be (d).
Comparative Historical and Unaudited Pro Forma Per Share Financial Information,
page 67
12. Please disclose that assumed conversion of Class B Common Stock is
excluded from the
year ended December 31, 2021 as the inclusion is anti-dilutive.
Unaudited Pro Forma Condensed Combined Financial Information, page 245
13. Please add to the header of the table summarizing pro forma ownership
Economic
Interest in Alvarium Tiedemann (Class A Common Stock) and add to
the header Voting
Interest in Alvarium Tiedemann (Class A and Class B Common Stock).
14. We note your adjustments of $1.9 million related to the Class D-1
equity interest
including the expected change from an equity interest to compensation
as a result of and
subsequent to the Business Combination. Please tell us and revise your
disclosures
accordingly, why if in essence this is a change in how the TIG
Arbitrage Strategy interests
will be accounted for and settled, you have recognized an increase to
accumulated deficit
and not an adjustment to reclassify the $1.9 million from TIG Entities
Total member
equity of $113.9 million which includes total net income for the
period of $5.5 million
inclusive of the $1.9 million related Class D-1 interest to be settled
via accrued
compensation and profit sharing.
15. We note the adjustments (c) to the March 31, 2022 pro forma retained
earnings
(accumulated deficit) of ($29.3) million and (f)(x) of $31.2 million
related to estimated
transaction costs incurred in connection with the Business Combination
and then the
elimination of these transaction costs, including the $1.9 million
increase to retained
earnings to eliminate compensation expense associated with the Class
D-1 equity interest
Peter Yu
FirstName LastNamePeter Yu
Cartesian Growth Corporation
Comapany
August 25, NameCartesian
2022 Growth Corporation
August
Page 4 25, 2022 Page 4
FirstName LastName
holder. We also note that from your Business Combination acquisition
footnote (f) on
page 261, that you recognized an increase to accounts payable and
accrued expenses of
$29.3 million in applying the acquisition method. Please address the
following:
Tell us and revise your disclosures accordingly, your basis for
recognizing these
transaction costs in applying the acquisition method to the
Business combination.
Refer to ASC 805-10-25-23.
Tell us and revise your disclosures accordingly, your basis for
the adjustment to
retained earnings of the incremental $29.3 million; and
Tell us and revise your disclosures accordingly, your basis for
the $31.2 million
elimination of transaction costs, including the $1.9 million
associated with the Class
D-1 equity interest holder.
16. We note pro forma adjustments footnote (f) of $3,019 thousand and
$12,308 thousand for
the three months ending March 31, 2022 and December 31, 2021,
respectively. We are
unable to recalculate based on the footnotes on pages 265 and 266,
respectively. Please
disclose the calculation of net income attributable to non-controlling
interests in
subsidiaries in the respective footnotes (f). Refer to Regulation S-X,
Rule 11-02(a)(8).
Notes to the Unaudited Pro Forma Combined Financial Statements
Description of the Business Combination, page 251
17. You disclose that as a result of the transaction (Business
Combination), the Alvarium
Tiedemann equity holders will collectively hold a majority of the
equity of the combined
company. Please clarify that Alvarium Tiedemann will collectively hold
a majority of the
equity of Umbrella consistent with your diagram on page 51 and tables
on pages 245 and
246.
18. Please disclose if true, that in conjunction with Cartesian s change
in jurisdiction, (a) each
outstanding Class A ordinary share will automatically convert into one
share of Alvarium
Tiedemann Class A Common Stock, (b) each outstanding Class B ordinary
share will
automatically convert into one share of Alvarium Tiedemann Class A
Common Stock and
(c) the outstanding warrants to purchase Class A ordinary shares will
automatically
become exercisable for shares of Alvarium Tiedemann Class A Common
Stock.
19. Please conform references to Cartesian and Alvarium Tiedemann, e.g.
Alvarium
Tiedeman forms Umbrella Merger Sub, LLC; Alvarium Tiedemann
contributes cash to
Umbrella.
Certain Non-GAAP Pro Forma Information, page 270
20. Please tell us and disclose how you determined the $393 thousand
transaction expenses
adjustment in your determination of Pro Forma Combined Adjusted EBITDA
and how
this reconciles to the $3,098 thousand pro forma adjustment to exclude
transaction
expenses on page 249 and thus is excluded in your beginning pro forma
net income of
$16,177 thousand for the three months ended March 31, 2022.
Peter Yu
Cartesian Growth Corporation
August 25, 2022
Page 5
21. Please tell us and disclose why you have adjusted to exclude the $3,098
thousand of
transactions costs in your determination of Pro Forma net income for the
period ending
March 31, 2022 but then adjusted to include transaction costs of $15,564
thousand and
$25,534 thousand for the year ended December 31, 2021.
22. Please tell us and disclose how you determined the $42,898 thousand of
transaction fee
adjustment in your determination of Pro Forma Combined Adjusted EBITDA
and how
this reconciles to the $15,564 thousand pro forma adjustment on page 407
and $25,534
thousand on page 250.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of the
TIG Entities, page 363
23. Please enhance your disclosures in footnotes (d) on page 377 and (i) on
page 406 to
disclose how the Affiliate profit-share in TIG Arbitrage will be
accounted for post
Business Combination and reference the pro forma presentation on page
250.
Combined Historical Non-GAAP Measures, page 406
24. Please revise the heading of Combined Historical Non-GAAP Measures
to Historical
and Combined Non-GAAP Measures of TWMH, TIG Entities and Alvarium and
the
sentence preceding the table from "reconciliation of combined historical
net income....." to
"reconciliation of historical and combined net income of TWMH, TIG
Entities and
Alvarium...." to clearly differentiate from your Pro Forma Combined
EBITDA measures.
25. You disclose on page F-83 that you recognized contingent compensatory
earn-ins of
$753.6 thousand for the three-month period ended March 31, 2022 related
to Holbein.
Please tell us and enhance your disclosure in footnote (h) to clarify, if
true, that this earn-
in includes both cash and equity compensatory earn-ins of $377 thousand
each. Please
also disclose, if true, that the equity compensatory earn-in of $377
thousand is included in
equity settled share-based payments of $968 thousand for the three months
ended March
31, 2022 and if not why.
You may contact Michelle Miller at 202-551-3368 or Sharon Blume at
202-551-3474 if
you have questions regarding comments on the financial statements and related
matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
other questions.
Sincerely,
FirstName LastNamePeter Yu
Division of
Corporation Finance
Comapany NameCartesian Growth Corporation
Office of Finance
August 25, 2022 Page 5
cc: Thomas R. Martin
FirstName LastName