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United States securities and exchange commission logo
August 3, 2022
Peter Yu
Chief Executive Officer
Cartesian Growth Corporation
505 Fifth Avenue, 15th Floor
New York, NY 10017
Re: Cartesian Growth
Corporation
Amendment No. 3 to
Registration
Statement on Form S-4
Filed July 25, 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 July
13, 2022 letter.
Form S-4/A filed on July 25, 2022
Summary of the Proxy Statement/Prospectus
Ownership Structure, page 51
1. Refer to your response
to comment 4. Please address the following on pages 51 and 195:
Present the diagram
of the Company's organizational structure immediately following
the Completion of
the Business Combination on a separate page and increase the font
size to improve the
readability.
Enhance the diagram
to reflect Alvarium Tiedemann Holdings, Inc. will hold
Umbrella Class A
Common Units, representing 62% economic interest only and
TWMH and TIG
Entities Equityholders will hold Umbrella Class B Common Units,
Peter Yu
Cartesian Growth Corporation
August 3, 2022
Page 2
representing 38% economic interest only, in Alvarium Tiedemann
Capital, LLC.
Risk Factors
The mutual termination of BofA Securities' engagements, page 88
2. Refer to your responses to comments 2 and 8 of our letter dated June
6, 2022. Please
revise the statement in the caption and the second paragraph on page
89 that the
termination of the engagements "may indicate that [the financial
advisor] is unwilling to
be associated with the disclosure" given that the resignation notice
disclaims
responsibility for any part of the registration statement and the
financial advisor has
declined to review or say that it agrees or disagrees with the
disclosure. Please similarly
revise the sixth bullet point on page 70 and the cross-reference on
page 156.
Unaudited Pro Forma Condensed Combined Financial Information, page 240
3. Refer to your response to comment 12. We note that prior to the
Business Combination,
the Class D-1 equity interest was entitled to a 49.37% distribution of
the results of TIG
Arbitrage Fund and that after the Business Combination in accordance
with the terms of a
provisional agreement, the Class D-1 equity interest holder will be
entitled to the same
economic benefits but as an employee of the TIG Entities. Consistent
with the basis of
your Pro Forma condensed combined balance sheet and Pro Forma
condensed combined
statements of operations which give pro forma effect to the Business
Combination as if it
had occurred on March 31, 2022 and January 1, 2021, respectively,
please adjust your Pro
Forma Condensed Combined Financial Information to reflect the TIG
Artbitrage Class D-
1 equity interest to a 49.3% distribution of the TIG Artbitrage Fund.
Refer to Article 11
of Regulation S-X.
Unaudited Pro Forma Condensed Combined Statement of Operations for the Three
Months
Ended March 31, 2022, page 246
4. Please disclose the underlying calculation of $3,032 million
adjustment (e) on page 275
and how it represents the pro forma 38% economic interest and 51%
economic interest the
non-controlling shareholders will hold in Class B common units in
Umbrella under the No
Redemptions and Maximum Redemptions scenarios, respectively.
Sources and Uses of Funds for the Business Combination, page 253
5. We acknowledge your response to comment 9. Please clarify, if true, that
the Alvarium,
FirstName LastNamePeter Yu
TIG Entities and TWMH Closing Cash Adjustment represents the cash
surplus
Comapany NameCartesian
distribution made to Growth Corporation
these shareholder immediately prior to Closing
consistent consistent
with adjustment
August 3, 2022 Page 2 (j) on page 274 of $16.4 million.
FirstName LastName
Peter Yu
FirstName LastNamePeter Yu
Cartesian Growth Corporation
Comapany
August NameCartesian Growth Corporation
3, 2022
August
Page 3 3, 2022 Page 3
FirstName LastName
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.
Sincerely,
Division of
Corporation Finance
Office of Finance
cc: Alan I. Annex