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United States securities and exchange commission logo
February 21, 2023
Michael Tiedemann
Chief Executive Officer
Alvarium Tiedemann Holdings, Inc.
520 Madison Avenue, 21 st Floor
New York, NY 10022
Re: Alvarium Tiedemann
Holdings, Inc.
Registration
Statement on Form S-1
Filed January 27,
2023
File No. 333-269448
Dear Michael Tiedemann:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form S-1
General
1. It appears that the
price of your common stock has fluctuated significantly in the last
several months after
completion of the merger transaction. Please revise your disclosure to
address high price
volatility, potential causes of such volatility, if known, and add a
separately captioned
risk factor to describe the risk to investors. In addition, on the
prospectus cover page,
disclose the following:
describe the recent
price volatility in your stock and briefly disclose any known risks
of investing in
your stock under these circumstances;
for comparison
purposes, disclose the market price of your common stock prior to the
recent price
volatility in your stock; and
describe any recent
change in your financial condition or results of operations, such
Michael Tiedemann
FirstName LastNameMichael Tiedemann
Alvarium Tiedemann Holdings, Inc.
Comapany21,
February NameAlvarium
2023 Tiedemann Holdings, Inc.
February
Page 2 21, 2023 Page 2
FirstName LastName
as your earnings, revenues or other measure of company value that
is consistent with
the recent change in your stock price. If no such change to your
financial condition or
results of operations exists, disclose that fact.
2. Revise your prospectus to highlight any differences in the current
trading price, the prices
that the Sponsor, private placement investors, PIPE investors, and
other selling
securityholders acquired their shares and warrants, and the price at
which the public
securityholders acquired their shares and warrants. Disclose, if true,
that while the
Sponsor, private placement investors, PIPE investors, and other
selling securityholders
may experience a positive rate of return based on the current trading
price, the public
securityholders may not experience a similar rate of return on the
securities they
purchased due to differences in the purchase prices and the current
trading price. Please
also disclose the potential profit the selling securityholders will
earn based on the current
trading price. Lastly, please include appropriate risk factor
disclosure.
3. Please revise to update your disclosures throughout the filing and
address areas that
appear to need updating or that present inconsistencies. Non-exclusive
examples of areas
where disclosure should be updated are as follows:
you refer to "[your] estimated financial position and results of
operations" on page
47;
you disclose on page 62 "pro forma condensed combined financial
statements do not
give affect to any anticipated operating efficiencies or cost
savings that may be
associated with the business combination";
you disclose that you "believe that following the Closing of the
Business
Combination, the sources of liquidity discussed above will
continue to be sufficient to
fund [your] working capital requirements" on pages 108 and 134;
your disclosure that "following the Business Combination, you will
be subject to U.S.
federal and state income taxes" on pages 110 and 136;
your list of named executives "who will be named executive
officers ... of the
Company following Business Combination" on page 236; and
you disclose on page 47 that "future resales" of shares after the
consummation of the
business combination may cause your market price to drop
significantly. This
statement should be updated given that this prospectus is
facilitating those sales.
Cover page
4. For each of the shares and warrants being registered for resale,
disclose the price that the
selling securityholders paid for such shares and warrants.
5. Disclose the exercise price of the warrants compared to the market
price of the underlying
securities. If the warrants are out the money, please disclose the
likelihood that warrant
holders will not exercise their warrants and provide similar
disclosure in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose
that cash proceeds
associated with the exercises of the warrants are dependent on the
stock price. As
applicable, describe the impact on your liquidity and update the
discussion on the ability
Michael Tiedemann
FirstName LastNameMichael Tiedemann
Alvarium Tiedemann Holdings, Inc.
Comapany21,
February NameAlvarium
2023 Tiedemann Holdings, Inc.
February
Page 3 21, 2023 Page 3
FirstName LastName
of your company to fund your operations on a prospective basis with
your current cash on
hand.
6. Please disclose the number of shares representing your public float.
State, if true, that the
shares being registered for resale exceed your public float and state
the percentage of your
public float that the shares being offered for resale represent. We
also note that all of the
shares being registered for resale were purchased by the selling
securityholders for prices
considerably below the current market price of the Class A common
stock. Highlight the
significant negative impact sales of shares on this registration
statement could have on the
public trading price of the Class A common stock.
Risk Factors, page 7
7. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
Class A common stock. To illustrate this risk, disclose the purchase
price of the securities
being registered for resale and the percentage that these shares
currently represent of the
total number of shares outstanding. Also disclose that even though the
current trading
price is below the SPAC IPO price, the private investors have an
incentive to sell because
they will still profit on sales because of the lower price that they
purchased their shares
than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
138
8. We note that the projected Economic Revenue for 2022 were $246.8
million, as set forth
in the unaudited prospective financial information management prepared
and provided to
the Cartesian Growth Corporation's Board in connection with the
evaluation of the
Business Combination. We also note that your actual net income for the
Nine Months
Ended September 30, 2022 appears to be significantly lower than the
projected Economic
Revenue, and as such it appears that you will miss your 2022 revenue
projection. If
applicable, please update your disclosure in Liquidity and Capital
Resources, and
elsewhere, to provide updated information about the company s
financial position and
further risks to the business operations and liquidity in light of
these circumstances.
9. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the Class A
common stock, expand your discussion of capital resources to address
any changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
10. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock. Your
discussion should
Michael Tiedemann
Alvarium Tiedemann Holdings, Inc.
February 21, 2023
Page 4
highlight the fact that the selling shareholders will be able to sell all
of their shares for so
long as the registration statement of which this prospectus forms a part
is available for
use.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Tonya K. Aldave at (202) 551-3601 or Susan Block at (202)
551-3210
with any questions.
Sincerely,
FirstName LastNameMichael Tiedemann
Division of
Corporation Finance
Comapany NameAlvarium Tiedemann Holdings, Inc.
Office of
Finance
February 21, 2023 Page 4
cc: Samantha Kirby, Esq.
FirstName LastName