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United States securities and exchange commission logo
July 13, 2022
Peter Yu
Chief Executive Officer
Cartesian Growth Corporation
505 Fifth Avenue, 15th Floor
New York, NY 10017
Re: Cartesian Growth
Corporation
Amendment No. 2 to
Registration Statement on Form S-4
Filed June 27, 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 June
6, 2022 letter.
Amendment No. 2 to Form S-4 filed June 27, 2022
General
1. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties
with a non-U.S. person. Please also tell us whether anyone or any
entity associated with
or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a
non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact
could impact your ability to complete your initial business
combination. For
instance, discuss the risk to investors that you may not be able to
complete an initial
business combination with a U.S. target company should the
transaction be subject
to review by a U.S. government entity, such as the Committee on
Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Further,
Peter Yu
FirstName LastNamePeter Yu
Cartesian Growth Corporation
Comapany
July NameCartesian Growth Corporation
13, 2022
July 13,
Page 2 2022 Page 2
FirstName LastName
disclose that the time necessary for government review of the
transaction or a decision to
prohibit the transaction could prevent you from completing an initial
business
combination and require you to liquidate. Disclose the consequences of
liquidation to
investors, such as the losses of the investment opportunity in a
target company, any price
appreciation in the combined company, and the warrants, which would
expire worthless.
Preliminary Proxy Statement/Prospectus, page 1
2. You disclose that upon consummation of the Business Combination, the
combined
company will be organized in an Up-C structure. Alvarium
Tiedemann will hold
Umbrella, which in turn will hold a newly formed entity that will
ultimately be named
Alvarium Tiedemann Holdings, LLC. Please clarify that upon the
Business Combination, Alvarium Tiedemann will hold Class A common
units
representing 62% economic interest in Umbrella.
Questions and Answers about the Proposals
What is the Business Combination, page 15
3. Please enhance your disclosure to clarify that pursuant to the
Umbrella Merger, Alvarium
Tiedemann will receive Class A common units of Umbrella representing
62% economic
interest and will become the sole manager of Umbrella. And the members
of Umbrella
will receive cash, Class B common units of Umbrella representing 38%
economic interest
and an equal number of shares of Class B Common Stock (which will have
voting rights,
but no economic rights) in Alvarium Tiedemann.
Summary of the Proxy Statement/Prospectus
Ownership Structure, page 50
4. We note your response to prior comment 14 and the diagram of Company's
organizational
structure immediately following the Completion of the Business
Combination. Please
address the following for the diagrams on pages 50 and 192:
Revise to reflect "Alvarium Tiedemann Holdings, Inc." instead
of "Cartesian Growth
Corporation (US)" consistent with the organizational structure
immediately following
the Completion of the Business Combination;
Enhance the diagram to reflect that "Alvarium Tiedemann
Holdings, Inc." will hold
62% of Alvarium Tiedemann Capital, LLC Class A common units
(economic interest
only) and TWMH and TIG Entities Equityholders will hold 38% of
Alvarium
Tiedemann Capital, LLC Class B common units (economic interest
only);
Disclose that the PIPE Investors and Sponsor/Initial
Shareholders will hold 11.9%
and 5.1% of voting interest and 19.2% and 8.3% of economic
interest, respectively in
Alvarium Tiedemann Holdings, Inc.; and
Add a footnote disclosing that Umbrella will be renamed
Alvarium Tiedemann
Capital, LLC following the Domestication and the Business
Combination.
Peter Yu
FirstName LastNamePeter Yu
Cartesian Growth Corporation
Comapany
July NameCartesian Growth Corporation
13, 2022
July 13,
Page 3 2022 Page 3
FirstName LastName
The mutual termination of BofA Securities engagements as a capital markets
advisor and
financial advisor, page 87
5. We note your response to prior comment 4 and reissue in part. To the
extent that fees
waived by BofA Securities relate to services that have already been
rendered, please
expand your risk factor to disclose that such services have already
been rendered, and
clarify the unusual nature of any such fee waiver.
Unaudited Pro Forma Condensed Combined Financial Information, page 241
6. Please revise your Introduction beginning on page 237 to clarify the
following:
The combined financial information presents the pro forma
effects of the formation
of Umbrella and or Alvarium Tiedemann Capital, LLC.
The 62% and 49% of the total Umbrella units under the No
Redemptions and
Maximum Redemptions scenarios, respectively, held by Alvarium
Tiedemann will
represent economic interests in Umbrella and the 38% and 51%
units under the No
Redemptions and Maximum Redemptions scenarios, respectively, held
by non-
controlling shareholders will represent economic interests in
Umbrella; and
Umbrella is a variable interest entity ( VIE ) and will
hold 100% of the equity of
TWMH, the TIG Entities and Alvarium.
7. Please enhance the pro forma ownership table in your Introduction on
page 239 to
disclose that the economic interest in Alvarium Tiedemann represents a
62% economic
interest in Umbrella and exiting TWMH and TIG Rollover shareholders
will hold a 38%
economic interest in Umbrella. Please also present the table for the
computation of
controlling and noncontrolling interest in Umbrella as presented on
page 270 to provide a
holistic picture of the economic and voting interest following the
Business Combination.
Note 1 - Description of the Business Combination, page 245
8. Please revise your Description of the Business Combination on page 245
to disclose the
following:
Umbrella means Alvarium Tiedemann Capital, LLC; and
Alvarium Tiedemann will hold 62% and 49% of the total Umbrella
units under the
No Redemptions and Maximum Redemptions scenarios, respectively,
representing
economic interests in Umbrella while non-controlling shareholders
will hold 38% and
51% units under the No Redemptions and Maximum Redemptions
scenarios,
respectively representing economic interests in Umbrella.
9. Please enhance your Sources and Uses of Funds for the Business
Combination disclosure
on pages 47 and 249 to address the following:
Disclose that, if true, that $839 million Existing Shareholder
Rollover Equity as
described in footnote (1) and $73 million of Sponsor and
Independent Directors
Peter Yu
FirstName LastNamePeter Yu
Cartesian Growth Corporation
Comapany
July NameCartesian Growth Corporation
13, 2022
July 13,
Page 4 2022 Page 4
FirstName LastName
equity, together represent as a result of the business
combination, equity
consideration for acquired stock of $368.6 million and
Non-controlling interest of
$543.7 million as disclosed on page 267.
Disclose why the $20 million of cash surplus distribution made
to the TWMH, the
TIG Entities and Alvarium Equityholders at Closing as disclosed
in footnote (j) to the
Unaudited Pro Forma Condensed Combined Balance Sheets is not
included in Uses
of Funds of the Business Combination of $1,422 million.
10. We note your responses to prior comments 15 and 16. Please enhance
your disclosures to
reconcile the implied equity value of approximately $900 million as
disclosed on page 245
to the equity value of $1,012.3 million disclosed in footnote (6) on
page 268.
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Statement of
Operations,
page 270
11. Please revise footnote (e) for both the three Months Ended March 31,
2022 and the Year
Ended December 31, 2021 to clarify that it represents the pro forma
adjustment to adjust
for the 38% economic interest of non-controlling interest of Class B
common units in
Umbrella under each redemption scenario.
Notes to the unaudited Pro Forma Combined Financial Statements
Pro Forma Economic EBITDA ("Economic EBITDA"), page 276
12. We note your response to prior comment 25 and that the Class D-1
equity interest in the
TIG Entities is entitled to a 49.37% distribution of the results of
TIG Arbitrage. Please
clarify how the Class D-1 equity interest will be affected in the
Business Combination. If
the Class-D-1 equity interest will still be entitled to a 49.37%
distribution of the results of
TIG Arbitrage, please disclose and adjust in the unaudited Pro Forma
Condensed
Financial Statements to reflect. If Class-D-1 equity interest will not
be entitled to
a 49.37% distribution of the results of TIG Arbitrage, please update
your disclosures that
present distributions related to the Class D-1 equity interest to
explain these distributions
will not be on-going.
Financial Statements of TWMG, page F-57
13. We note your response to our prior comment 27. Please provide us with
support from
authoritative accounting literature supporting your position that
payments to an equity
method investee should be classified as an operating cash flow. Please
also tell us and
enhance your disclosures to explain the nature of the payable to
equity method investees
and provide the authoritative accounting literature to support the
recognition.
You may contact Jacob Luxenburg at 202-551-2339 or Michelle Miller at
202-551-3368
if you have questions regarding comments on the financial statements and
related
Peter Yu
Cartesian Growth Corporation
July 13, 2022
Page 5
matters. Please contact John Stickel at 202-551-3324 or Susan Block at
202-551-3210 with any
other questions.
FirstName LastNamePeter Yu Sincerely,
Comapany NameCartesian Growth Corporation
Division of
Corporation Finance
July 13, 2022 Page 5 Office of Finance
FirstName LastName