AlTi Global Files 8-K on Agreements and Securities

Ticker: ALTI · Form: 8-K · Filed: Mar 27, 2024 · CIK: 1838615

Alti Global, Inc. 8-K Filing Summary
FieldDetail
CompanyAlti Global, Inc. (ALTI)
Form Type8-K
Filed DateMar 27, 2024
Risk Levelmedium
Pages4
Reading Time4 min
Key Dollar Amounts$0.0001, $115 million, $35 m
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, equity-sale, corporate-action

TL;DR

AlTi Global filed an 8-K detailing material agreements, equity sales, and changes to security holder rights.

AI Summary

On March 27, 2024, AlTi Global, Inc. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, material modifications to security holder rights, and amendments to its articles of incorporation or bylaws. The company also reported other events and filed financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions and potential changes in the rights of AlTi Global's security holders, which could impact investors.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, unregistered sales of equity, and modifications to security holder rights, suggesting potential shifts in the company's structure and obligations.

Key Players & Entities

  • AlTi Global, Inc. (company) — Registrant
  • Alvarium Tiedemann Holdings, Inc. (company) — Former Company Name
  • Cartesian Growth Corp (company) — Former Company Name
  • March 27, 2024 (date) — Report Date

FAQ

What is the nature of the material definitive agreement entered into by AlTi Global, Inc. on March 27, 2024?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the summary information.

What type of equity securities were sold in the unregistered sales reported by AlTi Global, Inc.?

The filing mentions unregistered sales of equity securities, but the specific type and quantity of securities are not detailed in the provided summary.

How might the material modifications to the rights of security holders affect existing shareholders?

The filing states there were material modifications to the rights of security holders, which could alter their rights, preferences, or privileges, but the exact impact depends on the specifics of the modifications.

What specific amendments were made to AlTi Global, Inc.'s articles of incorporation or bylaws?

The report notes amendments to the articles of incorporation or bylaws, but the content of these amendments is not specified in the summary.

Are there any financial statements or exhibits included with this 8-K filing?

Yes, the filing explicitly states that Financial Statements and Exhibits are being filed as part of this 8-K report.

Filing Stats: 1,116 words · 4 min read · ~4 pages · Grade level 11.3 · Accepted 2024-03-27 16:21:00

Key Financial Figures

  • $0.0001 — tered Class A common stock, par value $0.0001 per share ALTI Nasdaq Capital Market
  • $115 million — Stock ") for a purchase price equal to $115 million (the " Constellation Initial Closing ")
  • $35 m — nting an additional investment equal to $35 million, subject to applicable regulatory

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Constellation Initial Closing On March 27, 2024, AlTi Global, Inc., a Delaware corporation (the " Company "), completed the sale to CWC AlTi Investor LLC, an affiliate of Constellation Wealth Capital, LLC (" Constellation "), of 115,000 shares of a newly created class of preferred stock designated Series C Cumulative Convertible Preferred Stock (the " Series C Preferred Stock ") for a purchase price equal to $115 million (the " Constellation Initial Closing ") and issued to Constellation warrants (the " Constellation Warrants ") to purchase 1,533,333 shares of the Company's Class A common stock, par value $0.0001 (the " Class A Common Stock "), in each case on terms consistent with the Investment Agreement (the " Constellation Investment Agreement "), dated February 22, 2024 and previously disclosed on the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 23, 2024 (the " Prior 8-K "). As previously reported, during the period commencing May 1, 2024 until September 30, 2024, the Company is permitted to deliver a capital demand notice requiring Constellation to purchase and acquire an additional 35,000 shares of Series C Preferred Stock, representing an additional investment equal to $35 million, subject to applicable regulatory approvals and other customary closing conditions. In the event that the Company delivers such notice to Constellation, Constellation will also receive from the Company, and the Company shall issue to Constellation, warrants to purchase 466,667 shares of Class A Common Stock. In connection with the Constellation Initial Closing, on March 27, 2024 the Company (i) adopted and filed with the Secretary of State of the State of Delaware a certificate of designations for the Series C Preferred Stock with the Delaware Secretary of State (the " Series C Certificate of Designations ") setting forth the rights, preferences, privileges and restri

02

Item 3.02 Unregistered Sales of Equity Securities. The information disclosed in Item 1.01 of this Current Report on Form 8-K and Item 1.01 of the Prior 8-K are incorporated by reference into this Item 3.02. The securities sold in the Constellation Initial Closing were issued without registration under the Securities Act in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act in a transaction not involving any public offering.

03

Item 3.03 Material Modification of Rights of Security Holders. The information disclosed in Item 1.01 of this Current Report on Form 8-K and Item 1.01 of the Prior 8-K are incorporated by reference into this Item 3.03.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On March 27, 2024, the Company filed the Series C Certificate of Designations setting forth the terms, rights, obligations and preferences of the Series C Preferred Stock. The information contained in Item 1.01 of this Form 8-K and Item 1.01 of the Prior 8-K is incorporated herein by reference.

01

Item 8.01 Other Events. On March 27, 2024, the Company issued a press release announcing the Constellation Initial Closing. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Designations of Series C Cumulative Convertible Preferred Stock, dated March 27, 2024 4.1 Warrant to Purchase Class A Common Stock, dated March 27, 2024 10.1* Investment Agreement, dated February 22, 2024, by and between AlTi Global, Inc. and CWC AlTi Investor LLC (incorporated by reference to Exhibit 10.5 of the registrant's Current Report on Form 8-K (File Number 001-40103) filed on February 23, 2024) 10.2 Investor Rights Agreement, dated March 27, 2024, by and between AlTi Global, Inc. and CWC AlTi Investor LLC 99.1 Press Release dated March 27, 2024 * Exhibit contained in registrant's Current Report on Form 8-K (File Number 001-40103) filed on February 23, 2024.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 27, 2024 ALTI GLOBAL, INC. /s/ Stephen Yarad Stephen Yarad Title: Chief Financial Officer

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