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United States securities and exchange commission logo
September 22, 2022
Peter Yu
Chief Executive Officer
Cartesian Growth Corporation
505 Fifth Avenue, 15th Floor
New York, NY 10017
Re: Cartesian Growth
Corporation
Amendment No. 5 to
Registration Statement on Form S-4
Filed September 2,
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 25, 2022 letter.
Amendment 5 to Form S-4
Summary Historical Consolidated Financial Information of TWMH, page 55
1. Please remove reference
to "Combined" in your separate disclosures of Selected Historical
Consolidated Financial
Information for each TWMH, TIG and Alvarium since you use
this term to describe
the the total of these three entities, including Cartesian in your Pro
Forma measures.
2. Please add footnote (f)
to Equity settled share based payment P&L (a) which includes the
Holbein earn-in equity
consideration in your reconciliation of GAAP net income to non-
GAAP Adjusted Net
Income and adjust related disclosure on page 271 in your Pro Forma
Combined Adjusted Net
Income reconciliation.
Peter Yu
FirstName LastNamePeter Yu
Cartesian Growth Corporation
Comapany 22,
September NameCartesian
2022 Growth Corporation
September
Page 2 22, 2022 Page 2
FirstName LastName
3. Please tell us and or revise your disclosures accordingly to explain
how Change in fair
value of (gains)/losses on investments of ($199) million for the six
months ending June
30, 2022 which you disclose relates primarily to the interest rate
swap reconciles to
the Change in fair value of interest rate swap of ($229.7) million
disclosed on page F-73.
Unaudited Pro Forma Condensed Combined Financial Information, page 241
4. We note your response to prior comment 15 as well as your disclosure
and definition on
page 9 that Transaction Expenses represent expenses incurred by
a party or on its behalf
in connection with or related to the authorization, preparation,
review, negotiation,
execution and performance of the Business Combination Agreement and
the other
Transaction Documents and consummation of the Transactions. Please
address the
following:
Tell us how you considered the guidance in ASC 805-10-25-20,
ASC 805-10-25-
21(c), ASC 805-10-55-18 and SAB Topic 1B in your determination to
account for the
$19.7 million reimbursement of transaction costs incurred by the
Target Companies
as part of the Business Combination with an increase to retained
earnings, thus
eliminating transaction costs incurred in connection with the
Business Combination.
Tell us your basis in determining these costs are part of
consideration transferred and
the assets acquired and liabilities assumed in the exchange for
the Target Companies,
considering also that the equity accounts of the Target Companies
are not carried
forward in the application of the acquisition method.
Accordingly, as appropriate,
revise your Pro Forma presentation to present the agreement to
reimburse the Target
Companies for transaction costs as a separate transaction with
adjustments to
goodwill and retained earnings. Refer also to Article
11-02(b)(4).
Tell us your basis for not reflecting the cost of the
agreement to the accounting
acquirer for the reimbursement of the Target Companies
transaction costs as an
expense in the Pro Forma Condensed Combined Statement of
Operations.
Present the cash disbursement of $59.5 million for transaction
costs which is not part
of the Business Combination separate from the Business
Combination. Refer to
Article 11-02(b)(4).
5. We note your Pro Forma transaction expense adjustments. Please add a
table to the Pro
Forma Condensed Combined financial statements that reconciles
transaction expense
recognized and or amounts disclosed in the footnotes to total
transaction costs of $59.5
million and clarify how and in what period these costs are reflected
in the historical
financial statements of each entity, how reflected in the Pro Forma
adjustments, and for
the benefit of which entity these costs were incurred, including:
How you determined the transaction costs should recognized as
either expense,
consideration transferred or a reduction of equity based on the
guidance in ASC 805-
10-25-23, SAB Topic 5A, ASC 340-10-S99-2.
How the $22.3 million of incremental transactions costs that
are expected to be
Peter Yu
FirstName LastNamePeter Yu
Cartesian Growth Corporation
Comapany 22,
September NameCartesian
2022 Growth Corporation
September
Page 3 22, 2022 Page 3
FirstName LastName
incurred in connection with the Business Combination as disclosed
in footnote (c) on
page 259 reconciles to the $17.1 million adjustment (b) in the
December 31, 2021 Pro
Forma Condensed Combined Statement of Operations on page 250;
How the $19.7 million increase to retained earnings to
eliminate the Target
Companies transaction costs incurred in connection with the
Business Combination
on page 248 reconciles to the $22.8 million incurred by the
Target Companies
through June 30, 2022 in footnote (c) on page 259;
How total transaction costs of $59.5 million, excluding $12.1
million of deferred
underwriting commissions, reconciles to the $7.7 million and
$34.5 million of
transaction costs adjustments in your determination of Pro Forma
Combined
Adjusted Net Income on pages 271 and 272 and the amounts
disclosed in footnote(c)
on page 259 as noted above; and
How transaction costs of $17.1 million adjustment (b) in the
December 31, 2021 Pro
Forma Condensed Combined Statement of Operations on page 250,
reconciles to the
$7.7 million and $34.5 million of transaction cost adjustments in
your determination
of Pro Forma Combined Adjusted Net Income on pages 271 and 272
and the amounts
disclosed in footnote(c) on page 259 as noted above.
6. We note your response to prior comment 9, that the Class D-1 members
are entitled to
49.37% of both pre-tax profits and losses of TIG Arbitrage Strategy
and that as a result of
the change as compensation expense you reflect a tax benefit in the
Pro Forma Statement
of Operations for the periods presented. Please tell us and or revise
your disclosures
accordingly, how you have reflected this resulting tax benefit in the
Pro Forma Balance
Sheet. Refer to Rule 11-02(b)(5) of Regulation S-X. Further, we note
on pages 408, 409,
410, 412, F-119 and F-138 you disclose that this interest is
determined based on net profit
versus pre-tax profit and losses. Please revise accordingly.
7. We note adjustments (g)(h) of $1.7 million in the December 31, 2021
Pro form Statement
of Operations for additional costs through Closing associated with
personnel hired in
critical functional areas such as finance, legal, human resources to
support the
requirements of operating as a publicly traded company which are
directly attributable to
the Business Combination and that the historical fiscal 2021 results,
excluding the pro-
forma adjustment, include $1.3 million of costs incurred related to
these personnel. Please
enhance your disclosure to clarify if these costs will be recurring.
8. We reissue prior comment 16 with regard to footnotes (e)(ii) and
(f)(ii) on pages 264 and
266, respectively. Please disclose the calculation of net income
attributable to non-
controlling interests in subsidiaries in the respective footnotes as
based on the current
explanation we are unable to recalculate. Refer to Regulation S-X,
Rule 11-02(a)(8).
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.
Peter Yu
Cartesian Growth Corporation
September 22, 2022
Page 4
Sincerely,
FirstName LastNamePeter Yu
Division of Corporation Finance
Comapany NameCartesian Growth Corporation
Office of Finance
September 22, 2022 Page 4
cc: Thomas R. Martin
FirstName LastName