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United States securities and exchange commission logo
June 6, 2022
Peter Yu
Chief Executive Officer
Cartesian Growth Corporation
505 Fifth Avenue, 15th Floor
New York, NY 10017
Re: Cartesian Growth
Corporation
Amendment No. 1 to
Registration Statement on Form S-4
Filed May 13, 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 March
10, 2022 letter.
Amendment No. 1 to Form S-4 filed May, 13, 2022
General
1. Please discuss the
potential impact on the transaction related to the resignation of BofA
Securities, Inc. Also,
disclose the role BofA Securities, Inc. played in the various
transactions as your
financial advisor in the background of the business combination
section beginning on
page 126 consistent with your response to prior comment 14. Please
note that the comments
in this letter apply to BofA Securities and its subsidiaries and
affiliates in any
capacity. We note the disclosure on page 132 that preliminary due
diligence findings were
delivered to Cartesian from its advisors during the months of June
and July, 2021. Please
clarify which advisors you are referring to that provided
preliminary due
diligence findings.
Peter Yu
FirstName LastNamePeter Yu
Cartesian Growth Corporation
Comapany
June 6, 2022NameCartesian Growth Corporation
June 6,
Page 2 2022 Page 2
FirstName LastName
2. If BofA Securities, Inc. advised you on the business combination and
related transactions,
please add a risk factor that the board of directors engaged with an
advisor who assisted in
their consideration of the transaction who have subsequently
withdrawn, and explain
whether the board has undertaken any additional procedures in
reviewing the
recommendation in light of the withdrawal of its advisor on whom it
relied. If not, please
disclose why the board did not opt to revisit the information on which
they advised and
discuss the risks to investors.
3. If BofA Securities, Inc. advised you on the business combination and
related transactions,
please disclose its role in preparing the financial information shared
with the board of
directors, and disclose whether the board of directors considered
assessing the financial
information again in light of the financial institution s
unwillingness to be associated with
it in any way. Please also disclose that a resignation signifies that
the financial institution
is unwilling to be associated with the underlying work and disclosure;
accordingly,
investors should not place any reliance that any third party has
participated in the
preparation or analysis of this information.
4. We note your disclosure on page 142 that BofA Securities Inc. waived
its fees under its
engagement letters. To the extent that such fees relate to services
that have already been
rendered, please add a risk factor that discloses that such services
have already been
rendered, yet BofA Securities Inc. is waiving such fees and disclaims
responsibility for the
Form S-4 registration statement. Clarify the unusual nature of any
such fee waiver and
the impact of it on the evaluation of the business combination.
5. Please tell us whether you are aware of any disagreements with BofA
Securities Inc. and
any other of the advisors referred to in the registration statement
regarding the disclosure
in the financial statements in the Form S-4 registration statement.
6. Please tell us whether BofA Securities, Inc. was involved in the
preparation of any
disclosure that is included in the registration statement, including
any analysis underlying
the disclosure in the registration statement, or material underlying
disclosure in the
registration statement, including but not limited to the projected
financial information
beginning on page 147. If so, clarify its involvement, whether it has
retracted any work
product associated with the transaction, and also include a risk
factor describing its role in
connection with the preparation of the registration statement and that
they disclaim any
liability in connection with such disclosure included in the
registration statement.
7. Please provide us with the engagement letter with BofA Securities,
Inc. Please disclose
any ongoing obligations pursuant to the engagement letter that will
survive the
termination of the engagement, such as indemnification provisions, and
discuss the
impacts of those obligations on you in the registration statement.
8. Please provide us with a letter from BofA Securities, Inc. stating
whether it agrees with
the statements made in your prospectus related to its resignation and,
if not, stating the
respects in which it does not agree. Please revise your disclosure
accordingly to reflect
that you have discussed the disclosure with BofA Securities, Inc. and
whether it either
Peter Yu
FirstName LastNamePeter Yu
Cartesian Growth Corporation
Comapany
June 6, 2022NameCartesian Growth Corporation
June 6,
Page 3 2022 Page 3
FirstName LastName
agrees or does not agree with the conclusions and the risks associated
with such outcome.
If it does not respond, please revise your disclosure to indicate you
have asked and not
received a response and include disclosure about such fact and the
risks to investors.
Additionally, please indicate that you will not speculate about the
reasons that BofA
Securities, Inc. withdrew from its role as financial advisor and
forfeited its fees, if
applicable, after doing substantially all the work to earn its fees,
as applicable.
Have the Target Companies ever operated as a combined business?, page 20
9. We note your response to prior comment 5 and reissue in part. To the
extent applicable,
please describe any affiliation between the companies.
What vote is required to approve each proposal at the Special Meeting?, page 31
10. We note your response to prior comment 7 and reissue in part.
Consistent with your
disclosure on page 122, please discuss here what percentage of public
shareholders need
to vote in favor of the Business Combination Proposal and
Domestication Proposal in
order to approve the proposals. In that regard we note that your
Sponsor, directors and
officers have agreed to vote any Founder Shares or Ordinary Shares
owned by them in
favor of the proposals.
Summary of the Proxy Statement/Prospectus, page 36
11. We note your response to prior comment 8. Consistent with the graphic
depictions
beginning on page 230, please provide a graphic depiction of the
Target companies and
Cartesian prior to the business combination in the summary, and also
include a post-
combination organizational chart that includes the percentage of
voting power that
Cartesian s current public shareholders will have, taking into
account the voting power of
any Class B shares, in the summary.
Unaudited Pro Forma Condensed Combined Financial Information, page 223
12. We note the resignation of BofA Securities, Inc. Please expand your
disclosures
associated with the pro forma information that begins on page 223 to
fully describe the
implications of these resignations on your ability to complete the
transaction as currently
described in the registration statement. For example, please address
the following points.
Describe the services that you had arranged to obtain from BofA
Securities, Inc. that
are yet to be provided in order to earn the fees that you indicate
would be forfeited,
and disclose what consideration was given to hiring a new
financial advisor.
Identify any facets of the minimum and maximum redemption
scenarios that could
change as either a direct or indirect result of the resignation.
Describe the extent to which the availability of financing that is
currently
contemplated could be curtailed, how you would expect to manage
such change, and
indicate the thresholds at which the transaction may not proceed
if this becomes a
possibility.
Peter Yu
FirstName LastNamePeter Yu
Cartesian Growth Corporation
Comapany
June 6, 2022NameCartesian Growth Corporation
June 6,
Page 4 2022 Page 4
FirstName LastName
13. Please update your pro forma ownership table on page 225 to include
related shares.
Note 1. Description of the Business Combination, page 232
14. Please update your diagram that depicts the Company's organizational
structure
immediately following the Completion of the Business Combination to
include both
voting and economic ownership percentages.
15. In your Sources and Uses of Funds for the Business Combination on page
233, please tell
us and disclose how you determined the amounts of estimated sources of
funds for
existing shareholder rollover equity and sponsor and independent
directors.
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as
of
September 30, 2021, page 245
16. We note your response to prior comment 20. Please explain how the $9.2
million tax
receivable agreement bridges the $52 million difference between the
amount of
consideration offered disclosed in the footnote ($1,131) million and
the amount disclosed
on page 155 of the filing ($1,079) million. Further, regardless of
what comprises the
difference, tell us why amounts disclosed for total consideration
offered are not the same
throughout the filing.
17. We note your response to prior comment 21. Please address the second
part of our
comment. Specifically, to the extent entities are identified
inconsistently within the filing,
revise to provide a consistent description.
18. You disclose in footnote (e) that the adjustment for $100 million
represents the secondary
purchase of partnership interests in Alvarium Tiedemann, or the
Aggregate Cash
Consideration to be distributed to the members of the TIG Entities and
TWMH. You also
disclose on page 2, that Alvarium Tiedemann means the Company after it
has been
renamed Alvarium Tiedemann Holdings, Inc. Please clarify how the
use of the $100
million is for partnership interests in Alvarium Tiedemann when it is
to be distributed to
the members of the TIG Entities and TWMH.
19. In your disclosure of footnote (f) please disclose the following if
true, that total
consideration for allocation of $1,131.1 million excluding the fair
value of earn-out
consideration of $109.6 million represents the $1,012 million
adjustment to additional
paid-in-capital and non-controlling interest in subsidiaries
adjustment of $543.7 million
represents Umbrella Class B common units held by TWMH and TIG Entities
Members.
20. We note your response to prior comment 20. Please disclose in
footnotes (f)(1) and (f)(5),
the share consideration issued in the business combination to each
respective party.
Note 5- Earnings/Loss per Share, page 250
21. We note your response to prior comment 22. Please remove the
historical book value per
share of Cartesian as we do not believe this is a useful metric when
compared to proforma
Peter Yu
FirstName LastNamePeter Yu
Cartesian Growth Corporation
Comapany
June 6, 2022NameCartesian Growth Corporation
June 6,
Page 5 2022 Page 5
FirstName LastName
combined book value per share. Also, please disclose that your Class B
shares have not
been included in your calculation of Economic shares outstanding as
they are voting only
shares.
Business of Alvarium Tiedemann, page 268
22. We note your response to prior comment 24. Please provide an itemized
analysis
providing your calculations with respect to the value of Alvarium
Tiedemann s
subsidiaries' assets (exclusive of government securities and cash
items) on an
unconsolidated basis, as per Section 3(a)(1)(C) of the 1940 Act. For
example, please
provide a calculation of the asset values (in USD) representing
Alvarium Tiedemann s
81.3% ownership interest in its subsidiaries, Alvarium Asset and
Alvarium Wealth.
Managements Discussion and Analysis of Financial Condition and Results of
Operations for
TWMH, page 327
23. We note your response to prior comment 27. With a view of providing
investors with
insight into underlying revenues trends, please tell us and revise
your disclosures as
necessary, how your clients evaluate the performance of their
investment accounts
managed by you, and how such evaluation could impact related revenues.
24. You disclose that the increase in general, administrative and other
expenses for TWMH
for the year ended December 31, 2021 was attributable to $5.1 million
of transaction
expenses related to the Business Combination. We also note on page
333, that you adjust
for transaction related costs of $4.6 million in your calculation of
Adjusted EBITDA for
TWMH. Please reconcile this difference and revise your disclosures as
necessary.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of the
TIG Entities, page 340
25. We acknowledge your response to our prior comment 32. Please tell us
why the individual
partners 49.37% Class D-1 equity interest is not presented as
non-controlling interest in
the TIG consolidated financial statements. Disclose the basis for the
calculation of the
affiliate profit-share in TIG Arbitrage as presented on page 350,
including how such
amount reconciles to the TIG consolidated financial statements.
Further, in your non-
GAAP reconciliation table provide a detailed explanation regarding the
distinction
between the 49.37% class D-1 equity interest and the remaining 50.63%
equity interest in
TIG arbitrage strategy. Also, change caption "c" on the face of the
reconciliation table for
"Affiliate profit-share in TIG Arbitrage" to caption "d" so it aligns
with the disclosure
provided beneath the table.
Financial Statements of TWMG, page F-35
26. Please tell us how the purchase and sale of investments of $1,138.7
million and $778.6
million as presented in the consolidated statements of cash flows
reconciles to the
investment activity in Notes 3. Variable Interest Entity, Note. 4
Amortization and
Peter Yu
Cartesian Growth Corporation
June 6, 2022
Page 6
impairment of assets and goodwill, and Note. 5 Investments at fair
value.
27. We note your response to prior comment 38. Specifically, that there
was no upfront cash
payment for the acquisition of your 40% interest in Constantia AG.
However, you
disclose in your filing that you made payments towards the acquisition
of $1,236,076 and
$1,206,855 in the years ended December 31, 2021 and 2020,
respectively. Thus, please
tell us where these payments are reflected in your statement of cash
flows.
Financial Statements of TIG, page F-63
28. We note your response to prior comment 36. The staff notes that
providing revenue
recognition disclosure in Management's discussion and analysis does
not permit omission
of this information from the financial statements. As such, as it
pertains to TIG, please
revise your financial statements to include the information required
by ASC 606-10-50-5.
29. Please tell us and disclose why the valuation methodology and
techniques for Investment
in Unaffiliated Management Companies as disclosed on page F-74 changed
from the
market approach, comparable companies and recent transactions in 2020
to discounted
cash flow in 2021. Please also enhance your disclosures to provide a
rollforward of these
investments. and a narrative description of the uncertainty of the
fair value
measurements. Refer to ASC 820-10-50-2 (bbb)(i), (c), (d) and (g).
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
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
June 6, 2022 Page 6 Office of Finance
FirstName LastName