8-K
false 0001838615 0001838615 2023-04-11 2023-04-11 0001838615 us-gaap:CommonClassAMember 2023-04-11 2023-04-11 0001838615 us-gaap:WarrantMember 2023-04-11 2023-04-11

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 11, 2023

 

 

Alvarium Tiedemann Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40103   92-1552220

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

520 Madison Avenue, 21st Floor

New York, New York

  10022
(Address of principal executive offices)   (Zip Code)

(212) 396-5904

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 


Item 5.08

Shareholder Director Nominations

On April 11, 2023, Alvarium Tiedemann Holdings, Inc. (the “Company”) announced that the Company’s 2023 annual meeting of stockholders (the “Annual Meeting”) is expected to be held on June 29, 2023. At the Annual Meeting, it is anticipated that stockholders will consider the election of directors and the ratification of the appointment of the Company’s independent registered public accounting firm.

Because neither the Company nor Cartesian Growth Corporation (“Cartesian”), the same legal entity as the Company and the special purpose acquisition company with which the Company’s operating businesses combined in January 2024, has previously held an annual meeting of shareholders and the date of the Annual Meeting is not within 30 days of the anniversary date of the Extraordinary General Meeting held by Cartesian, the Company has set a new deadline for the receipt of stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for inclusion in the Company’s proxy materials for the Annual Meeting. In order to be considered timely, such proposals must be received by the Company’s Secretary no later than April 21, 2023. Any proposal submitted after the above deadline will not be considered timely and will be excluded from the Company’s proxy materials. Proposals of stockholders must also comply with rules of the Securities and Exchange Commission (the “SEC”) regarding the inclusion of stockholder proposals in proxy materials and the Company may omit from its proxy materials any proposal that does not comply with the SEC’s rules.

Additionally, in accordance with the advance notice provisions set forth in the Company’s bylaws, in order for a stockholder proposal to be submitted outside of Rule 14a-8 of the Exchange Act or a director nomination submitted by a stockholder to be considered timely, it must be received by the Company’s Secretary no later than April 22, 2023.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ALVARIUM TIEDEMANN HOLDINGS, INC.
By:  

/s/ Michael Tiedemann

Name:   Michael Tiedemann
Title:   Chief Executive Officer

Date: April 11, 2023