Samantha M. Kirby, Esq.

Jeffrey A. Letalien, Esq.
Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

(617) 570-1000

Colleen Graham
Global General Counsel
AlTi Global, Inc.

520 Madison Avenue, 21st Floor

New York, New York 10022

(212) 396-5904

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

Name and Address. The name of the issuer is AlTi Global, Inc.The Company’s principal executive offices are located at 520 Madison Avenue, 21st Floor, New York, New York 10022, and its telephone number at such offices is (212) 396-5904.

Securities. The subject securities include:

publicly traded warrants to purchase Class A Common Stock that were issued in connection with our Business Combination between us and Cartesian completed on January 3, 2023, which entitle such warrant holders to purchase one share of the Company’s Class A Common Stock at an exercise price of $11.50, subject to adjustment, referred to as the “Public Warrants,” and

privately issued warrants to purchase Class A Common Stock that were issued to CGC Sponsor LLC, the sponsor of Cartesian’s initial public offering (“IPO”), or one or more affiliates thereof (the “Sponsor”) as consideration in connection with Cartesian’s IPO based on an exemption from registration under the Securities Act of 1933, as amended and the warrants that were subsequently acquired in connection with the Business Combination by the equityholders of Tiedemann Wealth Management Holdings, LLC (including its subsidiaries and predecessor entities where applicable), TIG GP and TIG MGMT (including their predecessor entities where applicable), and Alvarium Investments Limited, referred to as the “Private Warrants.” Prior to the commencement of the Offer, the Sponsor offered to exchange the Private Warrants held thereby for options granted by the Sponsor to certain institutional investors in the private placement that was completed concurrently with our Business Combination (the “Private Exchange”). The Private Exchange is expected to be completed prior to the completion of the Offer. The Private Warrants entitle the holders to purchase one share of the Company’s Class A Common Stock at an exercise price of $11.50, subject to adjustment. The terms of the Private Warrants are identical to the Public Warrants, except that such Private Warrants are exercisable for cash (even if a registration statement covering the shares of Common Stock issuable upon exercise of such warrants is not effective) or on a cashless basis and are not redeemable by us, in each case so long as they are still held by certain of our sponsors or a permitted transferee.

Trading Market and Price. The information set forth in the section of the Prospectus/Offer to Exchange entitled “Summary—The Offer and Consent Solicitation - Market Price of Our Common Stock” is incorporated herein by reference.

Name and Address. The Company is the filing person and the issuer. The information set forth above under Item 2(a) is incorporated herein by reference. The Company’s Directors and Executive Officers as of April 28, 2023 are listed in the table below.

Name

Position

Material Terms. The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Summary” and “The Offer and Consent Solicitation” is incorporated herein by reference.

Purchases. The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation - Interests of Directors, Executive Officers and Others” is incorporated herein by reference.

Agreements Involving the Subject Company’s Securities. The information set forth in the sections of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation - Transactions and Agreements Concerning Our Securities” and “Description of Capital Stock” is incorporated herein by reference.

Purposes. The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation - Background and Purpose of the Offer and Consent Solicitation” is incorporated herein by reference.

Use of Securities Acquired. The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation - Background and Purpose of the Offer and Consent Solicitation” is incorporated herein by reference.

Plans. Except as described in the sections of the Prospectus/Offer to Exchange entitled “Risk Factors,” “The Offer and Consent Solicitation” and “Description of Securities,” which are incorporated by reference herein, neither the Company, nor any of its directors, executive officers, or controlling persons, or any executive officers, directors, managers or partners of its controlling persons, has any plans, proposals or negotiations that relate to or would result in: (1) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (2) any purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (3) any material change in the present dividend rate or policy, indebtedness or capitalization of the Company; (4) other than the previously disclosed intention of Hazel McNeilage not to stand for re-election the Company’s 2023 Annual Meeting of Stockholders and the Board’s search for a replacement therefor, any change in the present board of directors or management of the Company, including any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer; (5) any other material change in the Company’s corporate structure or business; (6) other than with respect to the Warrants, any class of equity securities of the Company to be delisted from the Nasdaq Capital Market; (7) other than with respect to the Warrants, any class of equity securities of the Company becoming eligible for termination of registration under section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (8) the suspension of the Company’s obligation to file reports under Section 15(d) of the Exchange Act; (9) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; or (10) any changes in the Company’s Certificate of Incorporation and Bylaws or other governing instruments or other actions that could impede the acquisition of control of the Company.

Source of Funds. The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation - Source and Amount of Funds” is incorporated herein by reference.

Conditions. Not applicable.

Borrowed Funds. Not applicable.

Securities Ownership. The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation - Interests of Directors, Executive Officers and Others” is incorporated herein by reference.

Securities Transactions. The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation - Transactions and Agreements Concerning Our Securities - Securities Transactions,” is incorporated by reference herein. Except for the commencement of the Private Exchange, neither the Company, nor any of its directors, executive officers or controlling persons, or any executive officers, directors, managers or partners of any of its controlling persons, has engaged in any transactions in the Company’s Warrants in the last 60 days.

Solicitations or Recommendations. The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation - Fees and Expenses” is incorporated herein by reference. None of the Company, its management, its board of directors, the information agent or the exchange agent for the Offer is making any recommendation as to whether holders of Warrants should tender Warrants for exchange in the Offer.

Financial Information. The financial information included as Item 8 in the Company’s 2022 Annual Report on Form 10-K, filed with the SEC on April 17, 2023, and its Current Report on Form 8-K filed on January 9, 2023, as amended on April 18, 2023, as well as the financial statements and other financial information contained in the Prospectus/Offer to Exchange, is incorporated by reference herein. The full text of such financial statements and other financial information, as well as the other documents the Company has filed with the SEC prior to, or will file with the SEC subsequent to, the filing of this Schedule TO relating to the Offer are available for inspection and copying from the SEC’s website at www.sec.gov.

Pro Forma Information. The information set forth in the section of the Prospectus/Offer to Exchange entitled “Unaudited Pro Forma Condensed Combined Financial Statements” is incorporated by reference herein.

Agreements, Regulatory Requirements and Legal Proceedings.

The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation - Agreements, Regulatory Requirements and Legal Proceedings” is incorporated herein by reference.

The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation - Agreements, Regulatory Requirements and Legal Proceedings” is incorporated herein by reference.

Not applicable.

Not applicable.

None.

Not applicable.

Exhibits.

Exhibit No.

Description

Filing Fee Table.

Security  

Type  

Security
Class

Title

Fee  

Calculation  

or Carry  

Forward  

Rule  

Amount

Registered

Proposed  

Maximum  

Offering  

Price Per  
Unit  

Maximum

Aggregate

Offering Price

Amount of  

Registration  
Fee  

Carry  

Forward  

Form  

Type  

Carry  

Forward  

File  
Number  

Carry  

Forward  

Initial  

Effective  

Date  

Fees to Be

Paid

Fees to Be

Paid

Fees   Previously  

Paid  

Represents the maximum number of shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of Alvarium Tiedemann Holdings, Inc. (the “Company”) that may be issued directly to (i) holders of warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share (the “Warrants”), who tender their Warrants pursuant to the Offer (as defined in the Prospectus/Offer to Exchange) and (ii) holders of Warrants who do not tender their Warrants pursuant to the Offer and who, pursuant to the Warrant Amendment (as defined in the Prospectus/Offer to Exchange), if approved, may receive shares of Class A Common Stock in the event the Company exercises its right to convert the Warrants into shares of Class A Common Stock.

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the Company is also registering an indeterminate number of additional shares of Class A Common Stock issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction.

This maximum aggregate offering price assumes the acquisition of 19,892,387 Warrants in exchange for shares of Class A Common Stock. This maximum aggregate offering price, estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) and Rule 457(c) under the Securities Act, is based on the product of (i) $0.40, the average of the high and low prices of the Warrants on May 1, 2023, as reported on the Nasdaq Capital Market, and (ii) 19,892,387, the maximum number of Warrants to be acquired in the Offer.

Represents the maximum number of Warrants that may be amended pursuant to the Warrant Amendment.

No additional registration fee is payable pursuant to Rule 457(g) under the Securities Act.