8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

CARTESIAN GROWTH CORPORATION*

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Cayman Islands   N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

505 Fifth Avenue, 15th Floor

New York, NY

  10017
(Address of Principal Executive Offices)   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

to be Registered

  

Name of Each Exchange on Which

Each Class is to be Registered

Class A common stock, par value $0.0001 per share    Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock at
an exercise price of $11.50
   Nasdaq Capital Market

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.   ☐

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

  

333-262644

     (If applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

N/A

(Title of Class)

 

*

Immediately prior to the consummation of the Business Combination described in the registrant’s Registration Statement on Form S-4 (File No. 333-262644) to which this Form 8-A relates, Cartesian Growth Corporation intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which Cartesian Growth Corporation’s jurisdiction of registration will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed “Alvarium Tiedemann Holdings, Inc.”

 

 

 


Item 1.

Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) of the Company (as defined below) and warrants entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share (the “Warrants” and, together with the Class A Common Stock, the “Securities”) of the Company.

Immediately prior to the consummation of the Business Combination described in Cartesian Growth Corporation’s Registration Statement on Form S-4 (File No. 333-262644) to which this Form 8-A relates (the “Registration Statement”), Cartesian Growth Corporation intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which Cartesian Growth Corporation’s jurisdiction of registration will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed “Alvarium Tiedemann Holdings, Inc.” As used herein, “Company” refers to Cartesian Growth Corporation as a Delaware corporation by way of continuation following the Domestication and the Business Combination, which in connection with the Domestication and simultaneously with the Business Combination, will change its corporate name to “Alvarium Tiedemann Holdings, Inc.”

The description of the Securities contained in the section entitled “Description of Securities” in the prospectus included in the Registration Statement is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.

 

Item 2.

Exhibits.

Under the “Instructions as to Exhibits” section of Form 8-A, no exhibits are required to be filed because no securities of the Company other than the Class A Common Stock and the Warrants are to be registered on the Nasdaq Capital Market, and the securities to be registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

CARTESIAN GROWTH CORPORATION
By:  

/s/ Peter Yu

  Name: Peter Yu
  Title: Chief Executive Officer

Dated: December 27, 2022

 

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