SEC Filing | AlTi Global, Inc.

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alti-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number 001-40103

AlTi Global, Inc.

(Exact name of registrant as specified in its charter)


Delaware			92-1552220
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

520 Madison Avenue, 26th 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, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The registrant had outstanding 64,770,908 shares of Class A Common Stock (as defined herein) and 53,219,713 shares of Class B Common Stock (as defined herein) as of November 14, 2023.

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Part I Financial Information			8

Item 1. Financial Statements (Unaudited)			8

Condensed Consolidated Statement of Financial Position (Unaudited)			8

Condensed Consolidated Statement of Operations (Unaudited)			9

Condensed Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)			10

Condensed Consolidated Statement of Cash Flows (Unaudited)			13

Notes to Condensed Consolidated Financial Statements (Unaudited)			15

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			68

Item 3. Quantitative and Qualitative Disclosures about Market Risk			87

Item 4. Controls and Procedures			87

Part II Other Information			89

Item 1. Legal Proceedings			89

Item 1A. Risk Factors			89

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			89

Item 3. Defaults Upon Senior Securities			89

Item 4. Mine Safety Disclosures			89

Item 5. Other Information			89

Item 6. Exhibits			77

Signatures			92

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Defined Terms

Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to them in the Amended and Restated Business Combination Agreement, a copy of which is attached to our Annual Report on Form 10-K filed April 17, 2023 (the “Annual Report”).

•“Alvarium” means AlTi Asset Management Holdings 2 Limited, formerly known as Alvarium Investments Limited, an English private limited company.

•“Alvarium Contribution” means the contribution by Cartesian of all the issued and outstanding shares that it holds of AlTi Global Topco to Umbrella.

•“Alvarium Contribution Agreement” means the Contribution Agreement, dated as of January 3, 2023, by and among Cartesian and Umbrella.

•“Alvarium Exchange” means the exchange by each shareholder of AlTi Global Topco of his, her or its (a) ordinary shares of AlTi Global Topco and (b) class A shares of AlTi Global Topco for Class A Common Stock.

•“AlTi” or “Successor” means AlTi Global, Inc., together with its consolidated subsidiaries.

•“Alvarium Shareholders” means the shareholders of Alvarium.

•“Alvarium Tiedemann” means the Company, prior to being renamed “AlTi Global, Inc.”

•“AlTi Global Topco” means AlTi Global Topco Limited, formerly known as Alvarium Topco, an Isle of Man entity which was established by Alvarium and owned by the Alvarium Shareholders.

•“Asset Management” means the Segment that includes the Company's alternatives platform, public and private real estate and co-investment businesses.

•“AUA” means assets under advisement.

•“AUM” means assets under management.

•“Business Combination” means the transactions contemplated by the Business Combination Agreement.

•“Business Combination Agreement” means the Amended and Restated Business Combination Agreement, dated as of October 25, 2022, by and among Cartesian, Umbrella Merger Sub, TWMH, TIG GP, TIG MGMT, Alvarium and Umbrella.

•“Business Combination Earn-out” means the contingent additional equity consideration issued by the Company to the Sponsor and the Target Companies’ legacy equityholders.

•“Business Combination Earn-out Period” means the five years immediately after the Closing Date.

•“Business Combination Earn-out Securities” means the earn-out shares of Class A Common Stock in the Company and Class B Common Units that may be issued or become tradeable upon the achievement of certain stock price-based vesting conditions in accordance with the terms of the Business Combination Agreement.

•“Cartesian” means Cartesian Growth Corporation, a Cayman Islands exempted company, prior to the Business Combination.

•“Cayman Islands Companies Act” means the Cayman Islands Companies Act (as revised) of the Cayman Islands, as the same may be amended from time to time.

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•“Charter” means the certificate of incorporation of the Company.

•“Class A Common Stock” means the Class A Common Stock, par value $0.0001 per share, of the Company, including any shares of such Class A Common Stock issuable upon the exercise of any warrant or other right to acquire shares of such Class A Common Stock.

•“Class B Common Stock” means the Class B Common Stock, par value $0.0001 per share, of the Company, including any shares of such Class B Common Stock issuable upon the exercise of any warrant or other right to acquire shares of such Class B Common Stock.

•“Class B Units” means the limited liability company interests in Umbrella designated as Class B Common Units in the Umbrella LLC Agreement.

•“Closing” means the closing of the Business Combination.

•“Closing Date” means January 3, 2023, the date on which the Closing occurred.

•“Common Stock” refers to shares of the Class A Common Stock and the Class B Common Stock, collectively.

•“Company,” “our,” “we” or “us” means, prior to the Business Combination, Cartesian, as the context suggests, and, following the Business Combination, AlTi.

•“Condensed Consolidated Statement of Financial Position” refers to the consolidated balance sheet of AlTi Global, Inc.

•“Condensed Consolidated Statement of Operations” refers to the consolidated income statement of AlTi Global, Inc.

•“DGCL” refers to the Delaware General Corporation Law, as amended.

•“dollars” or “$” refers to U.S. dollars.

•“Domestication” means the continuation of Cartesian by way of domestication into a Delaware corporation, with the ordinary shares of Cartesian becoming shares of common stock of the Delaware corporation under the applicable provisions of the Cayman Islands Companies Act and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Charter consistent with the DGCL and changing the name and registered office of Cartesian.

•“Employee Stock Purchase Plan” means the AlTi Global, Inc. 2023 Employee Stock Purchase Plan.

•“Equity Incentive Plan” means the AlTi Global, Inc. 2023 Stock Incentive Plan.

•“EU” means European Union.

•“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

•“External Strategic Managers” means global alternative asset managers with whom we partner by making strategic investments in which we actively participate in seeking to leverage the collective resources and synergies of the businesses to facilitate their growth.

•“Federal Reserve” means the Board of Governors of the Federal Reserve System.

•“FOS” means Family Office Service.

•“HNWI” means high net worth individual, being an individual having investable assets of $1 million or more, excluding primary residence, collectibles, consumables, and consumer durables.

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•“Holbein” means Holbein Partners, LLP.

•“Impact Investing” means investment practices seeking to generate various levels of financial performance together with the generation of positive measurable environmental and social impacts.

•“Managed Funds” means mutual funds, exchange traded funds, hedge funds, private equity, real estate or other funds.

•“Nasdaq” means The Nasdaq Capital Market.

•“NAV” means net asset value.

•“PIPE Investors” means the subscribers that agreed to purchase shares of Class A Common Stock at the Closing pursuant to the private placements, including without limitation, as reflected in the subscription agreements between Cartesian and each of the PIPE Investors.

•“SEC” means the United States Securities and Exchange Commission.

•“Segment” means collectively, or individually, how the Company manages its business including products and services.

•“Sponsor” means CGC Sponsor LLC, a Cayman Islands limited liability company.

•“Target Companies” means, collectively, TWMH, TIG GP, TIG MGMT, and Alvarium.

•“Tax Receivable Agreement” or “TRA” means that certain Tax Receivable Agreement, dated as of January 3, 2023, by and among the Company and the TWMH Members, the TIG GP Members, and the TIG MGMT Members.

•“TIG” means, collectively, the TIG Entities and their subsidiaries and their predecessor entities where applicable.

•“TIG Entities” means, collectively, TIG GP and TIG MGMT and their predecessor entities where applicable.

•“TIG GP” means TIG Trinity GP, LLC, a Delaware limited liability company.

•“TIG GP Members” means the former members of TIG GP.

•“TIG MGMT” means TIG Trinity Management, LLC, a Delaware limited liability company.

•“TIG MGMT Members” means the former members of TIG MGMT.

•“TIH” means Tiedemann International Holdings, AG.

•“TRA Exchange” means the series of transactions in which certain holders of Class B shares exchanged a portion of such Class B units to the Company, in exchange for Class A shares.

•“TRA Recipients” means the TWMH Members, the TIG GP Members and the TIG MGMT Members (including certain of our directors and officers) party to the Tax Receivable Agreement.

•“TWMH” means, collectively, Tiedemann Wealth Management Holdings, LLC, a Delaware limited liability company, and its subsidiaries, and their predecessor entities where applicable.

•“TWMH Members” means the former members of TWMH.

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•“Warrants” means the warrants, which were initially issued in Cartesian’s initial public offering of its units pursuant to its registration statement on Form S-1 declared effective by the SEC on February 23, 2021, entitling the holder thereof to purchase one of Cartesian’s Class A ordinary shares at an exercise price of $11.50, subject to adjustment.

•“Wealth Management” means the Segment that consists of the Company’s investment management and advisory services, trusts and administrative services, and family office services.

•“Umbrella” means AlTi Global Capital, LLC (formerly known as Alvarium Tiedemann Capital, LLC), a Delaware limited liability company.

•“Umbrella LLC Agreement” means the Third Amended and Restated Limited Liability Company Agreement of AlTi Global Capital, LLC, effective as of July 31, 2023.

•“Umbrella Merger Sub” means Rook MS, LLC, a Delaware limited liability company.

•“US GAAP” means United States generally accepted accounting principles, consistently applied.

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Available Information

We file annual, quarterly and current reports, proxy statements and other information required by the Exchange Act with the SEC. We make available free of charge on our website (www.alti-global.com) our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other filings as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. We also use our website to distribute company information, including assets under management and performance information, and such information as may be deemed material. Accordingly, investors should monitor our website, in addition to our press releases, SEC filings and public conference calls and webcasts.

Also posted on our website in the “Investor Relations” section are the charters for our Audit, Finance and Risk Committee, Environmental, Social, Governance and Nominating Committee, and Human Capital and Compensation Committee, as well as our Corporate Governance Guidelines and Code of Business Conduct governing our directors, officers, and employees. Information on or accessible through our website is not a part of or incorporated into this Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Quarterly Report”) or any other SEC filing. Copies of our SEC filings or corporate governance materials are available without charge upon written request to the Company at its principal place of business. Any materials we file with the SEC are also publicly available through the SEC’s website (www.sec.gov).

No statements herein, available on our website, or in any of the materials we file with the SEC constitute or should be viewed as constituting an offer to sell, or a solicitation of an offer to buy, securities in any jurisdiction.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, which reflect our current views with respect to, among other things, future events, operations and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “projects,” “intends,” “plans,” “estimates,” “anticipates,” “target” or the negative version of those words, other comparable words or other statements that do not relate to historical or factual matters. The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Such forward-looking statements are subject to various risks, uncertainties (some of which are beyond our control) or other assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Some of these factors are described under the headings “Part II. Item 1A. Risk Factors” and “Part 1. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These factors should not be construed as exhaustive and should be read in conjunction with the risk factors and other cautionary statements that are included in this Quarterly Report and in our other periodic filings. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from those indicated in these forward-looking statements. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Therefore, you should not place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. We do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

AlTi Global, Inc.

Condensed Consolidated Statement of Financial Position (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)


(Dollars in Thousands, except share data)	As of September 30, 2023 (Successor)		As of December 31, 2022 (Predecessor)

Assets
Cash and cash equivalents	$	12,196	$	7,131
Fees receivable, net	32,098		19,540

Other receivable, net	—		5,167

Investments at fair value	164,660		145
Equity method investments	27,927		52

Intangible assets, net of accumulated amortization	501,190		20,578
Goodwill	409,432		25,464
Operating lease right-of-use assets	28,184		10,095


Other assets	47,192		3,817
Assets held for sale	10,901		—
Total assets	$	1,233,780	$	91,989

Liabilities
Accounts payable and accrued expenses	$	36,914	$	8,073
Accrued compensation and profit sharing	20,056		15,660
Accrued member distributions payable	8,049		11,422


Earn-out liability, at fair value	45,549		—
TRA liability	18,042		—
Delayed share purchase agreement	1,818		1,818
Earn-in consideration payable	1,708		1,519
Operating lease liabilities	29,560		10,713

Debt, net of unamortized deferred financing cost	172,804		21,187
Deferred tax liability, net	25,812		82
Deferred income	323		—
Other liabilities	25,207		3,662
Liabilities held for sale	2,178		—
Total liabilities	$	388,020	$	74,136

Commitments and contingencies (Note 19)

Shareholders' Equity
Common stock, Class A, $0.0001 par value, 875,000,000 authorized 64,770,908 outstanding	6		3
Common Stock, Class B, $0.0001 par value, 150,000,000 authorized 53,219,713 outstanding	—		18,607
Additional paid-in capital	519,996		—
Retained earnings (accumulated deficit)	(141,965)		—


Accumulated other comprehensive income (loss)	3,988		(1,077)
Total AlTi Global, Inc. shareholders' equity	382,025		17,533
Non-controlling interest in subsidiaries	463,735		320
Total shareholders' equity	845,760		17,853
Total liabilities and shareholders' equity	$	1,233,780	$	91,989

The accompanying notes are an integral part of these condensed unaudited financial statements.

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AlTi Global, Inc.

Condensed Consolidated Statement of Operations (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)


	For the Period				For the Period
(Dollars in Thousands)	July 1, 2023 – September 30, 2023 (Successor)		July 1, 2022 – September 30, 2022 (Predecessor)		January 3, 2023 – September 30, 2023 (Successor)		January 1, 2022 – September 30, 2022 (Predecessor)
Revenue
Management/advisory fees	$	45,062	$	18,583	$	138,972	$	57,445
Incentive fees	885		—		1,931		—
Distributions from investments	2,596		—		14,829		—
Other income/fees	701		—		3,440		—
Total income	49,244		18,583		159,172		57,445
Operating Expenses
Compensation and employee benefits	38,585		12,048		134,393		37,468
Systems, technology and telephone	3,812		1,719		11,751		4,577
Sales, distribution and marketing	658		241		1,752		678
Occupancy costs	3,223		1,295		9,755		3,399
Professional fees	14,398		2,397		52,741		5,480
Travel and entertainment	1,082		297		4,334		1,134
Depreciation and amortization	3,676		583		11,848		1,790
General, administrative and other	7,455		381		11,426		1,044
Total operating expenses	72,889		18,961		238,000		55,570
Total operating income (loss)	(23,645)		(378)		(78,828)		1,875
Other Income (Expenses)
Impairment loss on goodwill and intangible assets	(153,589)		—		(182,982)		—
Loss on investments	(1,959)		(45)		(3,663)		(20)
Gain (loss) on TRA	761		—		(1,331)		—
Loss on warrant liability	—		—		(12,866)		—
Gain on earnout liability	9,335		—		46,212		—
Interest expense	(3,668)		(131)		(10,300)		(310)
Other expenses	(91)		(60)		(738)		(58)
Income (loss) before taxes	(172,856)		(614)		(244,496)		1,487
Income tax (expense) benefit	1,782		(82)		12,578		(385)
Net income (loss)	(171,074)		(696)		(231,918)		1,102
Net loss attributed to non-controlling interests in subsidiaries	(82,353)		(22)		(117,899)		(87)
Net income (loss) attributable to AlTi Global, Inc.	$	(88,721)	$	(674)	$	(114,019)	$	1,189


Other Comprehensive Income (Loss)

Foreign currency translation adjustments	(10,035)		(519)		7,873		(1,481)
Other comprehensive income (loss)	72		—		(610)		—
Total comprehensive loss	(181,037)		(1,215)		(224,655)		(379)
Other loss attributed to non-controlling interests in subsidiaries	(87,124)		(22)		(114,625)		(87)
Comprehensive loss attributable to AlTi Global, Inc.	(93,913)		(1,193)		(110,030)		(292)

Net Income (Loss) Per Share
Basic	$	(1.40)	$	(96.19)	$	(1.89)	$	169.69
Diluted	$	(1.40)	$	(96.19)	$	(1.89)	$	169.69
Weighted Average Shares of Class A Common Stock Outstanding
Basic	63,568,646		7,007		60,174,678		7,007
Diluted	63,568,646		7,007		60,174,678		7,007

The accompanying notes are an integral part of these condensed unaudited financial statements.

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AlTi Global, Inc.

Condensed Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)


(Dollars in Thousands, except share data)	Class A Common Stock				Class B Common Stock				Additional paid-in-capital		Retained earnings (accumulated deficit)		Accumulated other comprehensive income		Non-controlling interest in subsidiaries		Total Shareholders' Equity
	Shares		Amount		Shares		Amount
Balance at June 30, 2023 (Successor)	62,957,671		$	6	55,032,961		$	—	$	515,000	$	(53,244)	$	9,182	$	550,857	$	1,021,801

Net income (loss)	—		—		—		—		—		(88,721)		—		(82,353)		(171,074)
Currency translation adjustment	—		—		—		—		—		—		(5,223)		(4,812)		(10,035)

Other comprehensive income	—		—		—		—		—		—		29		43		72


Share based compensation	—		—		—		—		2,964		—		—		—		2,964
Issuance of shares for business combination	—		—		—		—		1,377		—		—		—		1,377
TRA Exchange	—	—	—		—	—	—		655		—		—		—		655
Conversion of Class B shares	1,813,248		—		(1,813,248)		—		—		—		—		—		—
Issuance of shares - exercise of warrants	(11)		—		—		—		—		—		—		—		—

Balance at September 30, 2023 (Successor)	64,770,908		$	6	53,219,713		$	—	$	519,996	$	(141,965)	$	3,988	$	463,735	$	845,760

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AlTi Global, Inc.

Condensed Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)


(Dollars in Thousands, except share data)	Class A Common Stock				Class B Common Stock				Additional paid-in-capital		Retained earnings (accumulated deficit)		Accumulated other comprehensive income		Non-controlling interest in subsidiaries		Total Shareholders' Equity
	Shares		Amount		Shares		Amount
Balance at January 3, 2023 (Successor)	55,388,023		$	6	55,032,961		$	—	$	434,620	$	(27,946)	$	—	$	606,973	$	1,013,653
Issuance of shares to Alvarium Employee Benefit Trust	2,100,000		—		—		—		21,000		—		—		—		21,000
Net income (loss)	—		—		—		—		—		(114,019)		—		(117,899)		(231,918)
Currency translation adjustment	—		—		—		—		—		—		4,323		3,550		7,873
Cancellation of AHRA call option	—		—		—		—		—		—		—		154		154
Other comprehensive income	—		—		—		—		—		—		(335)		(275)		(610)
Payment for partner’s tax	—		—		—		—		(998)		—		—		—		(998)
AHRA deconsolidation	—		—		—		—		28,768		—		—		(28,768)		—
Share based compensation	—		—		—		—		5,095		—		—		—		5,095
Issuance of shares for business combination	—		—		—		—		1,377		—		—		—		1,377
TRA Exchange	—	—	—		—	—	—		655		—		—		—		655
Conversion of Class B shares	1,813,248		—		(1,813,248)		—		—		—		—		—		—
Issuance of shares - exercise of warrants	5,469,637		—		—		—		29,479		—		—		—		29,479

Balance at September 30, 2023 (Successor)	64,770,908		$	6	53,219,713		$	—	$	519,996	$	(141,965)	$	3,988	$	463,735	$	845,760

The accompanying notes are an integral part of these condensed unaudited financial statements.

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AlTi Global, Inc.

Condensed Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)



(Dollars in Thousands, except share data)	Class A		Class B		Total Members' Capital		Accumulated other comprehensive income (loss)		Non-controlling interest		Total Equity
Balance at June 30, 2022 (Predecessor)	$	4	$	33,201	$	33,205	$	(962)	$	368	$	32,611
Member capital distributions	—		(2,000)		(2,000)		—		—		(2,000)
Member tax distributions	—		(1,215)		(1,215)		—		—		(1,215)
Reallocation of book capital as a result of member transactions	—		591		591		—		—		591

Net income (loss) for the period	—		(674)		(674)		—		(22)		(696)
Other comprehensive income (loss) for the period	—		—		—		(519)		—		(519)
Balance at September 30, 2022 (Predecessor)	$	4	$	29,903	$	29,907	$	(1,481)	$	346	$	28,772



(Dollars in Thousands, except share data)	Class A		Class B		Total Members' Capital		Accumulated other comprehensive income (loss)		Non-controlling interest		Total Equity
Balance at January 1, 2022	$	6	$	39,582	$	39,588	$	—	$	433	$	40,021
Member capital distributions	(1)		(6,299)		(6,300)		—		—		(6,300)
Member tax distributions	(1)		(6,343)		(6,344)		—		—		(6,344)
Reallocation of book capital as a result of member transactions	—		1,774		1,774		—		—		1,774

Net income (loss) for the period	—		1,189		1,189		—		(87)		1,102
Other comprehensive income (loss) for the period	—		—		—		(1,481)		—		(1,481)
Balance at September 30, 2022 (Predecessor)	$	4	$	29,903	$	29,907	$	(1,481)	$	346	$	28,772

The accompanying notes are an integral part of these condensed unaudited financial statements.

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AlTi Global, Inc.

Condensed Consolidated Statement of Cash Flows (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)


	For the Period
(Dollars in Thousands)	January 3, 2023 – September 30, 2023 (Successor)		January 1, 2022 – September 30, 2022 (Predecessor)
Cash Flows from Operating Activities
Net income (loss)	$	(231,918)	$	1,102
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	11,848		1,790
Amortization of debt discounts and deferred financing costs	(4,106)		—
Unrealized (gain) loss on investments	3,275		108
Impairment loss on goodwill and intangible assets	182,982		—
Gain (loss) on TRA	1,331		—
Gain (loss) on Earn-in	—		(121)
(Income) loss on equity method investments	2,439		(32)
Restricted unit compensation	—		1,774
Fair value of warrant liability	12,866		—
Fair value of earn-out liability	(46,212)		—
Deferred income tax (benefit) expense	(16,146)		(82)
Equity-settled share-based payments	35,090		—
Unrealized foreign currency (gains)/losses	444		—
(Gain) loss from retirement of debt	(73)		—
Forgiveness of debt shareholder loan	—		619
Forgiveness of debt of notes receivable from members	196		205
Fair value of interest rate swap	33		(299)
Cash flows due to changes in operating assets and liabilities
Fees receivable	7,132		2,318
Other assets	(4,110)		(3,064)
Operating cash flow from operating leases	838		631
Accounts payable and accrued expenses	(17,654)		1,521
Accrued compensation and profit sharing	(4,288)		(3,628)

Other liabilities	(14,718)		364
Other operating activities	(250)		—
Net cash provided by (used in) operating activities	(81,001)		3,206

(Continued on the following page)

Table of Contents

AlTi Global, Inc.

Condensed Consolidated Statement of Cash Flows (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)


(Continued from the previous page)	For the Period
(Dollars in Thousands)	January 3, 2023 – September 30, 2023 (Successor)		January 1, 2022 – September 30, 2022 (Predecessor)
Cash Flows from Investing Activities
Cash acquired from consolidation of variable interest entity	—		471
Cash payment for acquisition of TWMH and TIG historical equity	(99,999)		—
Receipt of payments of notes receivable from members	226		345
Loans to members	—		(301)
Cash receipts from the repayment of advances and loans	305		—
Purchases of investments	(15,499)		(184)
Distributions from investments	—		4
Purchase of TIH shares	—		(382)
Purchase of Holbein	—		(8,097)
Payment of Payout Right	(760)		—
Acquisition of AIMS, net of cash acquired	(3,783)		—
Acquisition of AL Wealth Partners, net of cash acquired	(14,430)		—
Sales of investments	1,818		922
Sale of fixed assets	8		—
Purchases of fixed assets	(269)		(55)
Net cash provided by (used in) investing activities	(132,383)		(7,277)
Cash Flows from Financing Activities
Member contribution (distribution)	(8,494)		(9,644)
Payments on term notes and lines of credit	(155,489)		(2,170)
Borrowings on term notes and lines of credit	206,660		12,300
Increase (decrease) in distributions due to former TIG members	(13,419)		—
Cash payment for purchase of shares to be transferred as part of Alvarium share compensation	(4,215)		—
Cash receipts from exercise of Warrants	5,836		—

Net cash provided by (used in) financing activities	30,879		486
Effect of exchange rate changes on cash	2,782		22
Net increase (decrease) in cash	(179,723)		(3,563)
Cash and cash equivalents at beginning of the period	194,086		8,040
Cash and cash equivalents at end of the period	$	14,363	$	4,477

Reconciliation of balance sheet cash and cash equivalents to cash flows:
Cash and cash equivalents on balance sheet	$	12,196	$	4,477
Cash and cash equivalents included in Assets held for sale (Note 3)	2,167		$	—
Cash and cash equivalents, including cash in Assets held for sale	$	14,363	$	4,477

Supplemental Disclosure of Cash Flow Information
Cash Paid During the Period for:
Income taxes	797		$	514
Interest payments on term notes and lines of credit	10,145		370

The accompanying notes are an integral part of these condensed unaudited financial statements.

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

(1)Description of the Business

AlTi Global, Inc. is a multi-disciplinary financial services business, with a diverse array of investment, advisory, and administrative capabilities. The Company is a global organization that manages or advises approximately $68.2 billion in combined assets as of September 30, 2023. The Company provides holistic solutions for Wealth Management clients through a full spectrum of Wealth Management services, including discretionary investment management services, non-discretionary investment advisory services, trust services, administration services, and family office services. It also structures, arranges, and provides a network of investors with co-investment opportunities in a variety of alternative assets which are either managed intra-group or by carefully selected managers in the relevant asset class. The Company manages and advises both public and private investment funds.

Amounts disclosed throughout this document for the three and nine month period ended September 30, 2023, relate to AlTi Global, Inc, the Successor company in the business combination. Amounts disclosed throughout this document for the three and nine month period ended September 30, 2022 relate to TWMH, the predecessor company. Due to the Business Combination and the conforming of significant accounting policies, the results of operations, cash flows, and other financial information for the Successor Period are not comparable to the Predecessor periods.

Business Combination

The Registrant was initially incorporated in the Cayman Islands as Cartesian Growth Capital, a special purpose acquisition company. In anticipation of the Business Combination:

•The holders of the equity of the TIG Entities contributed their TWMH and TIG equity to Umbrella making TWMH and the TIG wholly owned subsidiaries of Umbrella.

•Alvarium reorganized such that it became the wholly owned indirect subsidiary of AlTi Global Topco.

•Cartesian SPAC formed Umbrella Merger Sub.

Pursuant to the Business Combination on January 3, 2023:

•The Registrant was redomiciled as a Delaware corporation and changed its name to Alvarium Tiedemann Holdings, Inc. Effective April 19, 2023, Alvarium Tiedemann Holdings, Inc. changed its name to AlTi Global, Inc.

•The Registrant acquired all the outstanding share capital of AlTi Global Topco.

•Umbrella Merger Sub, LLC merged into Umbrella with AlTi Global Capital, LLC, formerly known as Alvarium Tiedemann Capital, LLC as the surviving entity.

•The Company acquired 51% of the equity interests of Umbrella, while the existing TWMH and TIG rollover shareholders hold a 49% economic interest in Umbrella. Umbrella holds 100% of the equity interests of TWMH, TIG, and Alvarium.

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

•Through a series of intercompany transactions, AlTi was restructured to reflect the final structure depicted below:

Note 1 - Updated Structure Chart (8-3).jpg

Capital Structure

The Registrant has the following classes of shares and other instruments outstanding:

•Class A Common Stock – Shares of Class A Common Stock that are publicly traded. Class A shareholders are entitled to declared dividends from shares of Class A Common Stock. As of September 30, 2023, the shares of Class A Common Stock represent 55% of the total voting power of all shares.

•Class B Common Stock – Shares of Class B Common Stock that are not publicly traded. Class B shareholders are entitled to distributions declared by the Company’s board of directors. The distributions are paid by Umbrella. As of September 30, 2023, the shares of Class B Common Stock represent 45% of the total voting power of all shares.

•Prior to the Business Combination, the Company issued warrants to purchase shares of Class A Common Stock at a price of $11.50 per share. Throughout the period from January 3, 2023 to March 31, 2023, 428,626 Warrants were exercised. On April 3, 2023, 78,864 Warrants were exercised. On June 7, 2023, the Company closed an offer and consent solicitation and entered into a warrant amendment, pursuant to which the remaining 19,892,387 Warrants were exchanged for 4,864,275

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

shares of Class A Common Stock. The exercises and exchanges throughout the period from January 3, 2023 to June 30, 2023 resulted in an increase in Additional Paid-in-Capital amount of $29.5 million. Following the exchanges, none of the Warrants were outstanding as of September 30, 2023.

The following table presents the number of shares of the Registrant that were outstanding as of September 30, 2023:


			As of September 30, 2023 (Successor)
Class A Common Stock			64,770,908
Class B Common Stock			53,219,713

Segments

Our business is organized into two operating segments: Wealth Management and Asset Management. Described below are the segments and the revenue generated by each, which broadly fall into three categories: recurring management, advisory, or administration fees; performance or incentive fees; and transaction fees.

Wealth Management

Within our Wealth Management segment, services provided principally consist of investment management and advisory services, trusts and administrative services, and family office services. The Wealth Management client base includes high net worth individuals, families, single family offices, foundations, and endowments globally. Investment management or advisory fees are the primary source of revenue in our Wealth Management segment. These fees are generally calculated based on a percentage of the value of each client’s billable AUM or AUA (as applicable). As of September 30, 2023, this segment had $48.5 billion in AUM/AUA.

Investment Management and Advisory Services

In our investment management and advisory services teams, we diversify our clients’ portfolios across risk factors, geographies, traditional asset classes such as money markets, equities and fixed income, and alternative asset classes including private equity, private debt, hedge funds, real estate, and other assets through highly experienced third-party managers.

Trusts and Administration Services

The trust and administration services that we provide include entity formation and management, creating or modifying trust instruments and/or administrative practices to meet beneficiary needs, full corporate, trustee-executor, and fiduciary services. We also offer provision of directors and company secretarial services, administering entity ownership of intellectual property rights, advice and administration services in connection with investments in marine and aviation assets, and administering entity ownership of fine art and collectibles.

Family Office Services (FOS)

Family office services are tailored outsourced family office solutions and administrative services which we provide primarily to our larger clients. These services include bookkeeping and back-office services, private foundation management and grantmaking, oversight of trust administration, financial tracking and reporting, cash flow management and bill pay, and other financial services.

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

Asset Management

Asset Management services include the alternatives platform and public and private real estate (including co-investment) businesses.

Alternatives Platform

The alternatives platform embodies our legacy TIG business, which is an alternative asset manager and includes our TIG Arbitrage strategy and funds managed by our External Strategic Managers, predominantly for institutional investors. The TIG Arbitrage strategy is an event-driven strategy fund that earns management fees and incentive fees based on the performance of its underlying funds and accounts. The investment strategies of the External Strategic Managers include Real Estate Bridge Lending, European Equities and Asian Credit and Special Situations. Distributions are received from the External Strategic Managers through profit or revenue sharing arrangements that are generated through management and incentive fees based on the performance of the underlying investments. As of September 30, 2023, this platform had $7.7 billion in AUM/AUA.

Co-Investment

Real estate co-investment oversees deal origination, documentation, and structuring from inception to exit for a variety of strategies, including development, income, value-add, and planning. Investors are typically HNWIs, single family offices, and institutional investors. Fees earned include private market, incentive fees, management and advisory fees, and placement and brokerage fees. As of September 30, 2023, our real estate co-investment platform had deployed more than $7.5 billion of capital (inclusive of capital raised for our public and private real estate funds), of which approximately 14% has been invested by legacy Alvarium shareholders and senior employees.

Real Estate - Public and Private

The real estate business includes fund management services as well as co-investment solutions. As of September 30, 2023, this business had approximately $12.0 billion of AUM/AUA.

Fund Management

Our real estate fund management business manages two funds based in the United Kingdom, LXi REIT plc (“LXi”), a publicly traded real estate investment trust, and Home Long Income Fund (“HLIF”) a private fund. Fees from our real estate fund management business are earned from management and advisory services.

Exit from management of Home REIT PLC

Prior to the Business Combination, AlTi RE Limited, formerly known as Alvarium RE Limited (“ARE”), an indirect wholly owned subsidiary of Alvarium, entered into an agreement to sell 100% of the equity of Alvarium Home REIT Advisors Ltd. (“AHRA”), the advisor to the publicly-traded fund Home REIT Plc (“Home REIT”), to a newly formed entity (“NewCo”) owned by the management of AHRA, for aggregate consideration approximately equal to $29 million. The consideration comprised a promissory note maturing December 31, 2023, subject to extension if mutually agreed upon by the parties thereto. Additionally, ARE was granted a call option pursuant to which ARE had the right to repurchase AHRA prior to the repayment of the note for a purchase price equal to the note balance then outstanding thereunder.

Subsidiaries are companies over which a company has the power indirectly and/or directly to control the financial and operating policies so as to obtain benefits. In assessing control for accounting purposes, potential voting rights that are presently exercisable or convertible (including rights which may arise on the exercise of an option) are taken into account. With respect to the AHRA, the above arrangements resulted in AHRA continuing to be consolidated by AlTi after its legal disposal to NewCo. Due to this consolidation, after the

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

Business Combination, an intangible asset was recognized related to the investment advisory agreement between AHRA and Home REIT.

On June 30, 2023, the Company entered into a series of agreements that resulted in the deconsolidation of AHRA from the Asset Management segment with immediate effect. The agreements removed ARE’s potential controlling voting rights in AHRA (previously ascertainable on the exercise of the option), and terminated other residual contractual relationships between AHRA and ARE. As a result, these agreements removed AlTi’s control of AHRA from an accounting perspective. AHRA’s results are included in the Company’s Condensed Consolidated Statement of Operations for the period from January 3, 2023 to June 30, 2023, and its accounts were removed from the Consolidated Statement of Financial Position as of June 30, 2023. The deconsolidation resulted in an intangible asset impairment charge of $29.4 million, which is recorded in Impairment loss on goodwill and intangible assets in the Condensed Consolidated Statement of Operations. Assets managed by AHRA, however, have been excluded from the Company’s AUM/AUA metrics since January 3, 2023.

(2)Summary of Significant Accounting Policies

(a)Basis of Presentation

The accompanying unaudited condensed consolidated financial statements comprise the financial statements of the Company and its subsidiaries for the period from January 3, 2023 to September 30, 2023 and the Condensed Consolidated Statement of Financial Position of TWMH and its subsidiaries as of December 31, 2022 and the Condensed Consolidated Statement of Operations of TWMH for the period from January 1, 2022 to September 30, 2022. The condensed consolidated financial statements have been prepared under the accrual basis of accounting in accordance with U.S. GAAP and conforms to prevailing practices within the financial services industry, as applicable to the Company. The notes are an integral part of the Company’s condensed consolidated financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the Company’s condensed consolidated financial statements have been included and are of a normal and recurring nature.

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period presentations and disclosures, while not required to be recast, may be reclassified to ensure comparability with current period classifications.

(b)Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make assumptions and estimates that affect the amounts reported in the condensed consolidated financial statements of the Company. The most critical of these estimates are related to (i) the fair value of the investments included in the Billable Assets within AUM/AUA, as this impacts the amount of revenues the Company recognizes each period; (ii) the fair values of the Company’s investments and liabilities with respect to the TRA, Warrants, and Earn-out Securities, as changes in these fair values have a direct impact on the Company’s consolidated net income (loss); (iii) the estimate of future taxable income, which impacts the realizability and carrying amount of the Company’s deferred income tax assets; (iv) the qualitative and quantitative assessments of whether impairments of equity method investments, carried interest vehicles, acquired intangible assets, and goodwill exist; and (v) the determination of whether to consolidate a variable interest entity (“VIE”); and (vi) fair value of assets acquired and liabilities assumed in business combinations, including assumptions with respect to future cash inflows and outflows, discount rates, assets useful lives, market multiples, the allocation of purchase price consideration in the business combination valuation of acquired assets and liabilities, the estimated useful lives of intangible assets, goodwill impairment testing, assumptions used to calculate equity-based compensation, and the realization of deferred tax assets. Inherent in such estimates are judgements relating to future cash flows,

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

which include the Company’s interpretation of current economic indicators and market valuations, and assumptions about the Company’s strategic plans with regard to its operations. While management believes that the estimates utilized in preparing the condensed consolidated financial statements are reasonable and prudent, actual results could differ materially from those estimates.

(c)Consolidation

The Company consolidates those entities in which it has a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. The Company determines whether an entity should be consolidated by first evaluating whether it holds a variable interest in the entity. Entities that are not VIEs are further evaluated for consolidation under the voting interest model (“VOE” model).

An entity is considered to be a VIE if any of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) the holders of equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the expected losses or right to receive the expected residual returns, or (c) the voting rights of some equity investors are disproportionate to their obligation to absorb losses of the entity, their rights to receive returns from an entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights.

Fees that are customary and commensurate with the level of services provided by the Company, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered a variable interest. The Company factors in all economic interests, including proportionate interests through related parties, to determine if fees are considered a variable interest. Where the Company’s interests in funds are primarily management fees and insignificant direct or indirect equity interests through related parties, the Company is not considered to have a variable interest in such entities.

The Company consolidates all VIEs for which it is the primary beneficiary. An entity is determined to be the primary beneficiary if it holds a controlling financial interest, which is defined as having (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The Company does not consolidate any of the products it manages as it does not hold any direct or indirect interests in such entities that could expose the Company to an obligation to absorb losses of an entity or the right to receive benefits from an entity that could potentially be significant to such entities.

The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and continuously reconsiders that conclusion. In evaluating whether the Company is the primary beneficiary, the Company evaluates its direct and indirect economic interests in the entity. The consolidation analysis is generally performed qualitatively, however, if the primary beneficiary is not readily determinable, a quantitative analysis may also be performed. This analysis requires judgment, including: (1) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (2) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the success of the entity, (3) determining whether two or more parties’ equity interests should be aggregated, (4) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity and (5) evaluating the nature of relationships and activities of the parties involved in determining which party within a related-party group is most closely associated with a VIE and therefore would be deemed the primary beneficiary.

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

Under the voting interest model, the Company consolidates those entities it controls through a majority voting interest. The Company will generally not consolidate those voting interest entities where a single investor or simple majority of third-party investors with equity have the ability to exercise substantive kick-out or participation rights.

(d)Revenue Recognition

Revenue is recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. A five-step framework is utilized that requires an entity to: (i) identify the contract(s) with a customer, which includes assessing the collectability of the consideration to which it will be entitled in exchange for the goods or services transferred to the customer, (ii) identify the performance obligation in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligation in the contract, and (v) recognize revenue when the entity satisfies a performance obligation.

Management/Advisory Fees

Revenues from contracts with customers consist of investment management, trustee, and custody fees. The Company recognizes revenue at the time of transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Revenue recognized is calculated based on contractual terms, including the transaction price, whether a distinct performance obligation has been satisfied and control is transferred to the customer, and when collection of the revenue is assessed as probable.

Investment management, trustee and custody fees are recognized over the period in which the investment management services are performed, using a time-based output method to measure progress. The amount of revenue varies from one reporting period to another as levels of AUA change (from inflows, outflows, and market movements) and the number of days in the reporting period change.

For services provided to each client account, the Company charges an investment management fee, inclusive of custody and/or trustee fees, based on the fair value of the AUA of such account representing a single performance obligation. For assets for which valuations are not available on a daily basis, the most recent valuation provided to the Company is used as the fair value for the purpose of calculating the quarterly fee. In certain circumstances, fixed fees are charged to customers on a monthly basis. The nature of the Company’s performance obligation is to provide a series of distinct services in which the customer receives the benefits of the services over time. The Company’s performance obligation is satisfied at the end of each month or quarter, as applicable to the contract with the customer.

Fees are charged on a mixture of methodologies that include quarterly in arrears based upon the market value at the end of the quarter, quarterly based on the average daily balance, or monthly. Receivable balances from contracts with customers are included in the fees receivable line in the Condensed Consolidated Statement of Financial Position. There were no write-offs of such fees receivable as of September 30, 2023, and December 31, 2022.

Our FOS business is also included in this line item. FOS fees are generally structured to reflect an annual agreed upon fee or they can be structured on a project/time-based fee. FOS fees are typically billed quarterly in arrears. We also generate FOS project/time-based fees arising from accounting,

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

administration fees, set up, the Foreign Account Tax Compliance Act (“FATCA”), and other non-investment advisory services.

Incentive Fees

The Company is entitled to incentive fees if targeted returns have been achieved in accordance with customer contracts. Incentive fees are calculated using a percentage of net profit from the amount the customers earn. Incentive fees are variable consideration that is generally calculated as applicable to the contract with the customer. We recognize our incentive fees when it is no longer probable that a significant reversal of revenue will occur. Our incentive fees are not subject to clawback provisions.

Distributions from Investments

The Company has equity interests in three entities pursuant to which it is entitled to distributions based on the terms of the respective arrangements. Distributions from each investment will be recorded upon receipt of the distribution. These distributions are recurring under investment agreements and are structured as either a profit or revenue share of the investment’s management and incentive fees.

The Company generates arrangement fees in its co-investment division by arranging private debt or equity financing, generally in connection with an acquisition or an investment. Arrangement fees are typically 50 to 100 basis points of equity value contributed into a transaction. Acquisition fees are typically payable where there are no agency fees or where there is an off-market transaction sourced by the team. Such acquisition fees are usually in the range of 50 to 100 basis points of the purchase price of the relevant acquisition. The equity structures are long-term (five to ten years) closed-ended structures with fees normally ranging between 50 and 175 basis points of the equity value committed or drawn. The debt structure terms are generally between 12 and 36 months. The investment adviser, general partner or other entity entitled to fees in respect of each of our co-investments receives such fees either monthly, quarterly or annually.

(e)Cash and Cash Equivalents

Cash and cash equivalents primarily consist of cash and money market funds. Cash balances maintained by consolidated VIEs are not considered legally restricted and are included in cash and cash equivalents on the Condensed Consolidated Statement of Financial Position.

Cash was held across our US and international markets. A majority of cash in the U.S. was held in checking accounts within the credit facility bank group, including at a major global financial institution which management believes is creditworthy.

(f)Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents consist of balances that are restricted as to withdrawal or usage.

As of September 30, 2023 restricted cash and cash equivalents amounted to $3.4 million and are included in the line item Cash and cash equivalents on the Condensed Consolidated Statement of Financial Position. These amounts represent the level of liquidity to be maintained by Company’s certain subsidiaries to meet regulatory requirements. Failing to meet the requirement could lead to censure, fines and ultimately a loss of license.

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

(g)Compensation and Employee Benefits

Cash-Based Compensation

Compensation and benefits consist of salaries, bonuses, commissions, benefits and payroll taxes. Compensation is accrued over the related service period.

Equity-Based Compensation

Equity-based compensation awards are reviewed to determine whether such awards are equity-classified or liability-classified. Compensation expense related to equity-classified awards is equal to their grant-date fair value and generally recognized on a straight-line basis over the awards’ requisite service period. When certain settlement features require an award to be liability-classified, compensation expense is recognized over the service period, and such amount is adjusted at each statement of financial position date through the settlement date to the then current fair value of such award.

The Company recognizes equity-based award forfeitures in the period they occur as a reversal of previously recognized compensation expense. The reduction in compensation expense is determined based on the specific awards forfeited during that period. Furthermore, the Company recognizes all excess tax benefits and deficiencies as income tax benefit or expense in the Condensed Consolidated Statement of Operations.

(h)Foreign Currency and Transactions

The Company has multiple functional currencies across various consolidated entities. All functional currencies that are not the U.S. dollar are converted upon consolidation at the reporting date. Monetary assets and liabilities denominated in foreign currency are remeasured into U.S. dollars at the closing rates of exchange on the date of the Condensed Consolidated Statement of Financial Position. Non-monetary assets and liabilities denominated in foreign currencies are remeasured into U.S. dollars using the historical exchange rate. The profit or loss arising from foreign currency transactions is remeasured using the rate in effect on the date of the relevant transaction. Gains and losses on transactions denominated in foreign currencies due to changes in exchange rates are recorded within Foreign currency translation adjustments. Gains and losses on certain financing transactions which the Company intends to repay in the foreseeable future are recorded in net income.

(i)Income Taxes

The Company accounts for income taxes under the asset and liability method in accordance with ASC 740. Under this method, deferred tax assets and liabilities are determined based on differences between the condensed consolidated financial statement carrying amounts and tax bases of assets and liabilities and operating loss and tax credit carryforwards and are measured using the enacted tax rates that are expected to be in effect when the differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Condensed Consolidated Statement of Operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to an amount that, in the opinion of management, is more likely than not to be realized, meaning the likelihood of realization is greater than 50%.

The Company accounts for uncertain tax positions by reporting a liability for unrecognizable tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

(j)Other assets

Other assets include prepaid expenses, miscellaneous receivables, current income taxes receivable, fixed assets, and software licenses. The Company amortizes assets over their respective useful lives, as applicable.

(k)Investments

Investments in Debt Securities. The Company classifies debt investments as held-to-maturity or trading based on the Company’s intent and ability to hold the debt security to maturity or its intent to sell the security. The Company does not have any held-to-maturity debt investments.

Trading securities are those investments that are purchased principally for the purpose of selling them in the near term. Trading securities are carried at fair value on the Condensed Consolidated Statement of Financial Position with changes in fair value recorded in nonoperating income (expense) on the Condensed Consolidated Statement of Operations.

Investments in Equity Securities. Equity securities are generally carried at fair value on the Condensed Consolidated Statement of Financial Position in accordance with ASC 321, “Investments – Equity Securities.” Changes in fair value are recorded in net gains (losses) in the Condensed Consolidated Statement of Operations.

Equity Method. The Company applies the equity method of accounting for equity investments where the Company does not consolidate the investee but can exert significant influence over the financial and operating policies of the investee. The evaluation of whether the Company exerts control or significant influence over the financial and operational policies of its investees is based on the facts and circumstances surrounding each individual investment. The Company’s share of the investee’s underlying net income or loss is recorded as net gain (loss) on investments within current period earnings. The Company’s share of net income of the investee is recorded based upon the most current information available at the time, which may precede the date of the Condensed Consolidated Statement of Financial Position. Due to the nature and size of its investees, the Company has adopted a lag in reporting for certain equity method investees for which the Company cannot reliably obtain financial information on a regular basis. Distributions received reduce the Company’s carrying value of the investee and the cost basis if deemed to be a return of capital. For certain investments, the Company may apply the alternative fair value option to the investment at initial measurement. The fair value measurement of investments in which the option is elected will be measured in accordance with ASC 825.

For equity method investments and nonmarketable investments, impairment evaluation considers qualitative factors, including the financial conditions and specific events related to an investee, which may indicate the fair value of the investment is less than the carrying value. For held-to-maturity investments, impairment is evaluated using market values, when available, or the expected cash flows of the investment.

(l)Leases

The Company accounts for its leases in accordance with ASC 842, Leases and recognizes a lease liability and right-of-use asset in the Condensed Consolidated Statement of Financial Position for contracts that it determines are leases or contain a lease. The Company evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. A lease is accounted for as a finance lease if it meets one of the following five criteria: (i) the lease has a purchase option that is reasonably certain of being exercised, (ii) the present value of the future cash flows is substantially all of the fair market value of the underlying asset, (iii) the lease term is for a significant portion of the remaining

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

economic life of the underlying asset, (iv) the title to the underlying asset transfers at the end of the lease term, or (v) if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. At the inception of a finance lease, an asset and finance lease obligation are recorded at an amount equal to the lesser of the present value of the minimum lease payments and the property’s fair market value. Finance lease obligations are classified as either current or long-term based on the due dates of future lease payments, net of interest. The Company’s lease portfolio primarily consists of operating leases for office space in various countries around the world. The Company also has operating leases for office equipment and vehicles, which are not significant. The Company does not separate non-lease components from lease components for its office space and equipment operating leases and instead accounts for each separate lease component and its associated non-lease component as a single lease component. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. The Company’s right-of-use assets and lease liabilities are recognized at lease commencement based on the present value of lease payments over the lease term. Lease right-of-use assets include initial direct costs incurred by the Company and are presented net of deferred rent and lease incentives. Absent an implicit interest rate in the lease, the Company uses its incremental borrowing rate, adjusted for the effects of collateralization, based on the information available at commencement in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

The Company does not recognize a lease liability or right-of-use asset on the balance for short-term leases. Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. When determining whether a lease qualifies as a short-term lease, the Company evaluates the lease term and the purchase option in the same manner as all other leases.

(m)Intangible assets other than goodwill, net

The Company recognized certain finite-lived intangible assets as a result of the Business Combination. The Company’s finite-lived intangible assets consist of Trade Names, Customer Relationships, Investment Management Agreements, and Backlog. Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives.

The Company tests finite-lived intangible assets for impairment if certain events occur or circumstances change indicating that the carrying amount of the intangible asset may not be recoverable. The Company evaluates impairment by comparing the estimated fair value attributable to the intangible asset with its carrying amount. If an impairment exists, the Company adjusts the carrying value to equal the fair value by taking a charge through earnings.

The Company also recognized certain indefinite-lived intangible assets as a result of the Business Combination consisting of certain investment management agreements. These indefinite-lived intangibles are not subject to amortization, but are evaluated for impairment at least annually. In assessing its indefinite-lived intangible assets for impairment, the Company has the option to first perform a qualitative assessment to determine whether events or circumstances exist that lead to a determination that it is unlikely that the fair value of the indefinite-lived intangible asset is less than its carrying amount. If the Company determines that it is unlikely that the fair value of an indefinite-lived intangible asset is less than its carrying amount, the Company is not required to perform any additional tests in assessing the

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

asset for impairment. However, if the Company concludes otherwise or elects not to perform the qualitative assessment, then it is required to perform a quantitative analysis to determine if the fair value of an indefinite-lived intangible asset is less than its carrying value. If through this quantitative analysis the Company determines the fair value of an indefinite-lived intangible asset exceeds its carrying amount, the indefinite-lived intangible asset is considered not to be impaired. If the Company concludes that the fair value of an indefinite-lived intangible asset is less than its carrying value, an impairment loss will be recognized for the amount by which the carrying amount exceeds the indefinite-lived intangible asset’s fair value.

(n)Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of the tangible and intangible assets acquired and the liabilities assumed. Under ASC 350, Intangibles—Goodwill and Other, goodwill is not amortized, but rather is subject to an annual impairment test. Goodwill represents the excess of consideration over identifiable net assets of an acquired business. Goodwill is allocated at a reporting unit level. The Company has two reporting units, Asset Management and Wealth Management, and tests goodwill annually for impairment at each reporting unit. If, after assessing qualitative factors, the Company believes that it is more-likely-than-not that the fair value of the reporting unit inclusive of goodwill is less than its carrying amount, the Company will perform a quantitative assessment to determine whether an impairment exists. If an impairment exists, the Company adjusts the carrying value of goodwill so that the carrying value of the reporting unit is equal to its fair value by taking a charge through earnings. The Company also tests goodwill for impairment in other periods if an event occurs or circumstances change such that it is more-likely-than-not to reduce the fair value of the reporting unit below its carrying amount. As of September 30, 2023, the Company recognized goodwill impairment charges of $153.6 million for the Asset Management segment in Impairment loss on goodwill and intangible assets in the Condensed Consolidated Statement of Operations. The Company concluded that the estimated fair value of the Wealth Management reporting unit was greater than its carrying value, and as such, no impairment charge was required. See Note 13 (Goodwill, net).

(o)Fixed Assets, Net

Fixed assets are recorded at cost, less accumulated depreciation and amortization, and are included in the “Other assets” line item in the Company’s Condensed Consolidated Statement of Financial Position. Fixed assets are depreciated or amortized on a straight-line basis, with the corresponding depreciation and amortization expense included within general, administrative and other expenses in the Company’s Condensed Consolidated Statement of Operations. The estimated useful life for leasehold improvements is the lesser of the remaining lease term and the life of the asset, while other fixed assets are generally depreciated over a period of two to seven years. Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

(p)Debt Obligations, Net

The Company’s debt obligations are recorded at amortized cost, net of any debt issuance costs, discounts and premiums. Debt issuances costs are deferred and along with discounts and premiums are amortized to interest expense in the Condensed Consolidated Statement of Operations over the life of the related debt instrument using the effective interest method. Unamortized debt issuance costs, discounts and premiums are written off to net losses on retirement of debt in the Condensed Consolidated Statement of Operations when the Company prepays borrowings prior to maturity.

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

(q)Tax Receivable Agreement

The TRA liability represents amounts payable to certain pre-Business Combination equity holders of the Company. The portion of the TRA liability related to the Business Combination is deemed contingent consideration payable to the previous owners and is carried at fair value, with changes in fair value reported within other gain (loss) in the Condensed Consolidated Statement of Operations. Future exchanges of Class B Units for shares of Class A Common Stock may increase the TRA liability. Those increases will be carried at a value equal to the expected future payments due under the TRA. On August 31, 2023, holders of shares of Class B Common Stock exchanged a portion of such Class B Units to the Company, in exchange for shares of Class A Common Stock on a 1:1 basis totaling an amount equal to $7.31 multiplied by the total number of shares of Class B Common Stock exchanged at the time of the transaction. For future increases due to exchanges the Company will record an initial estimate of future payments under the TRA portion as a decrease to additional paid-in capital in the Condensed Consolidated Statement of Financial Position. Subsequent adjustments to the liability for future payments under the TRA related to changes in estimated future tax rates or state income tax apportionment are recognized through current period earnings in the Condensed Consolidated Statement of Operations.

(r)Warrant Liability

The Company evaluated the Warrants in accordance with ASC 815-40 and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative, the Warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in Other Income/(Expenses) in the Condensed Consolidated Statement of Operations in the period of change. Prior to the Business Combination the Sponsor held private warrants that were contributed to the Company and legally cancelled. The contribution and cancellation of these warrants resulted in derecognition of the private warrants and accounted for in additional paid in capital as of January 3, 2023. The Company subsequently issued new warrants with terms identical to those of the public warrants to the Target Companies’ selling shareholders classified as derivative liabilities. On June 7, 2023, the Company closed an offer and consent solicitation and entered into a warrant amendment, pursuant to which the remaining Warrants were exchanged. In total, the Warrants were exchanged for approximately 4,962,221 shares of Class A Common Stock. See Note 1 (Description of the Business). Following the exchange, none of the Warrants remain outstanding as of September 30, 2023.

(s)Business Combination Earn-out Liability

The Business Combination Earn-out Securities, comprised of 3.3 million Class A Shares, 7.1 million shares of Class B Common Stock, and 7.1 million Class B Units (one Class B share and one Class B Unit comprising a Paired Interest, as described in Note 3 (Business Combination)), are payable to the Sponsor and the selling shareholders of TWMH, TIG, and Alvarium upon the achievement of certain vesting conditions in accordance with the terms of the Business Combination Agreement. Upon the Company’s Class A Share price meeting a volume-weighted average price threshold of $12.50 for 20 out of 30 trading days within five years of the Closing, fifty percent of the Business Combination Earn-out Securities will vest and be issued in settlement of the Business Combination Earn-out Liability (or, in the case of the Sponsor, which shares have already been issued, will no longer be subject to forfeiture). Upon the Company’s Class A Share price meeting a volume-weighted average price threshold of $15.00 for 20 out of 30 trading days within five years of the Closing, the remaining fifty percent of the Business Combination Earn-out Securities will vest and be issued. If, within five years of the Closing, a change of control event occurs (as defined in the Business Combination Agreement), any Business Combination Earn-out Securities not previously issued will be deemed to have vested and will be issued (or, in the case of the Sponsor, which shares have already been issued, will no longer be subject to forfeiture). The Company evaluated the terms of the Business Combination earn-out agreement in accordance with ASC 815-40 and concluded that the Business Combination Earn-out Securities are precluded from being

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

accounted for as a component of equity. Since the Business Combination earn-out agreement meets the definition of a derivative, the Business Combination Earn-out Securities are recorded in Earn-out liability, at fair value as a derivative liability on the Condensed Consolidated Statement of Financial Position and measured at fair value at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in Gain (loss) on earn-out liability in the Condensed Consolidated Statement of Operations and in Fair value of earn-out liability in the Condensed Consolidated Statement of Cash Flows in the period of change.

(t)AIMS Earn-out Liability

On August 2, 2023, (the “AIMS Acquisition Date”), the Company acquired the remaining 70% of the issued and outstanding ownership and membership interests of Alvarium Investment Managers (Suisse) SA (“AIMS”), increasing its interest from 30% to 100% (the “AIMS Acquisition”). The AIMS Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $16.8 million. The total purchase consideration transferred consists of cash consideration, equity consideration, deferred cash consideration, earn-out consideration (“AIMS earn-out liability”), and the payment of assumed liabilities. As of September 30, 2023, the AIMS earn-out liability of $2.7 million is reported in Other liabilities in the Condensed Consolidated Statement of Financial Position. Since the AIMS earn-out liability meets the definition of a derivative, it is recorded at fair value as a derivative liability on the Condensed Consolidated Statement of Financial Position and measured at fair value at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value to be recognized in Gain (loss) on earn-out liability in the Condensed Consolidated Statement of Operations and in Fair value of earn-out liability in the Condensed Consolidated Statement of Cash Flows in the period of change. See Note 3 (Business Combinations and Divestiture) for further information.

(u)Delayed share purchase agreement

Prior to the Business Combination, TWMH entered into an agreement to purchase a remaining non-controlling interest in its consolidated subsidiary representing 51.1% of shares in TIH. This arrangement was agreed upon for consideration of $2.1 million in cash and $1.2 million in Class A Common Stock. As of September 30, 2023 and December 31, 2022, the delayed share purchase agreement liability is reported as $1.8 million and $1.8 million, respectively. As of September 30, 2023 and December 31, 2022, the portion of the Delayed share purchase agreement reported in Accrued compensation and profit sharing is $0.3 million and $0.4 million, respectively. The stock purchase price has been recognized in the Condensed Consolidated Statement of Financial Condition as additional paid-in capital. As of September 30, 2023 and December 31, 2022, the portion of the delayed share purchase agreement reported in Additional paid-in capital is reported as $1.2 million and $0.0 million, respectively.

(v)Non-controlling Interests

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Company’s equity. Non-controlling interests consist of the amount of those interests at the date of the original Business Combination and the minority’s share of changes in equity since the date of the Business Combination. The proportions of profit and loss and changes in equity allocated to the owners of the parent and to the non-controlling interests are determined on the basis of existing ownership interests.

(w)Derivative Financial Instruments

The Company accounts for derivative financial instruments in accordance with ASC 815, Derivatives and Hedging, which requires the Company to recognize all derivative instruments on the Condensed Consolidated Statement of Financial Position as either assets or liabilities and to measure them at fair value each reporting period unless they qualify for a normal purchases and normal sales exception. Normal purchases and normal sales contracts are those that provide for the purchase or sale of something

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold by a reporting entity over a reasonable period in the normal course of business.

(x)Segment Reporting

Wealth Management

Our Wealth Management services principally consist of investment management and advisory services, trusts and administrative services, and family office services. Our Wealth Management client base includes HNWIs, families, single family offices, foundations, and endowments globally. Investment management or advisory fees are the primary source of revenue in our Wealth Management segment. These fees are generally calculated based on a percentage of the value of each client’s AUM or AUA (as applicable). As of September 30, 2023, this segment had $48.5 billion in AUM/AUA.

Investment Management and Advisory Services

In our investment management and advisory services teams, we diversify our clients’ portfolios across risk factors, geographies, and asset classes including private equity, private debt, hedge funds, real estate, and other assets through highly experienced third-party managers, who may be hard to access.

Trusts and Administration Services

The trusts and administration services that we provide include entity formation and management, creating or modifying trust instruments and/or administrative practices to meet beneficiary needs, full corporate, trustee-executor, and fiduciary services. We also offer provision of directors and company secretarial services, administering entity ownership of intellectual property rights, advice and administration services in connection with investments in marine and aviation assets, and administering entity ownership of fine art and collectibles.

Family Office Services

Our family office services are tailored outsourced family office solutions and administrative services which we provide primarily to our larger clients. These services include bookkeeping and back-office services, private foundation management and grantmaking, oversight of trust administration, financial tracking and reporting, cash flow management and bill pay, and other financial services.

Asset Management

Our Asset Management services include alternatives platform and public and private real estate (including co-investment) businesses.

Alternatives Platform

Our alternatives platform represents our legacy TIG business which is an alternative asset manager. This platform includes our TIG Arbitrage strategy and funds managed by our External Strategic Managers. Our alternatives platform client base is predominantly comprised of institutional investors. The TIG Arbitrage strategy is our event-driven strategy through which management fees and incentive fees based on performance are received from the underlying funds and accounts. The strategies of our External Strategic Managers include Real Estate Bridge Lending, European Equities and Asian Credit and Special Situations. We receive distributions from our External Strategic Managers through our profit or revenue sharing arrangements that are generated through their management and incentive fees based on

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

performance of the underlying investments. As of September 30, 2023, this platform had $7.7 billion in AUM/AUA.

Real Estate - Public and Private

Our real estate business includes fund management services as well as co-investment solutions. As of September 30, 2023, this business had approximately $12.0 billion of AUM/AUA.

Fund Management

Our real estate fund management business manages two funds based in the United Kingdom, LXi, a publicly traded REIT, and HLIF, a private fund. The funds are marketed primarily in the United Kingdom to institutional investors, primarily pension funds, as well as to retail investors. Fees from our real estate fund management business are earned from management and advisory fees.

Co-Investment

Our real estate co-investment business, oversees deal origination, documentation, and structuring from inception to exit for a variety of strategies including development, income, value-add, and planning. Investors are typically HNWIs, single family offices, and institutional investors. Fees earned related to our real estate co-investment business include private market, incentive fees, management and advisory fees, and placement and brokerage fees. As of September 30, 2023, our real estate co-investment platform has deployed more than $7.5 billion of capital (inclusive of capital raised for our public and private real estate funds), of which approximately 14% has been invested by legacy Alvarium shareholders and senior employees.

(y)Other Income / Expenses

Other income and expenses is comprised of unrealized gains (losses) on investments, interest and dividend income (expense), income from equity method investees, and other items.

The Company holds investments in common stock, mutual funds, exchange-traded funds, and exchange-traded notes, which represent investments in equity and debt securities. The Company earns realized and unrealized gains and losses which depend on investment performance.

Interest income is earned through its investments in exchange-traded notes. These generally include debt securities held on a short- or medium-term basis when the Company has excess cash. The Company recognizes and records interest income using the effective interest method.

Dividend income is earned through investments in common stock, mutual funds, and exchange-traded funds. Dividend income is recorded on the ex-dividend date.

The Company holds interests in various affiliated limited partnerships and limited liability companies, whose purpose is to achieve capital appreciation through investments in financial instruments and investment vehicles. The Company accounts for investments in which it has significant influence but not a controlling financial interest using the equity method of accounting and may earn income related to its equity in income of equity method investees. The equity method investments are in various fund complexes, including funds focused on infrastructure and utilities, high income yields, and multi-strategy, among others.

(z)Held for Sale Accounting

In circumstances when the Company is evaluating its components, we may establish plans that require us to evaluate whether a component qualifies for held-for-sale accounting under ASC 360, Property, Plant,

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

and Equipment. If a sale is deemed probable within a twelve-month period, the component is classified to either the assets held for sale or liabilities held for sale line items on the Consolidated Statement of Financial Position. The disposal group will be measured at the lower of its carrying amount or fair value less cost to sell. Any long-lived assets shall not be depreciated or amortized while classified as held for sale. Subsequently on November 6, 2023, the Company entered into an agreement to sell FOS for a cash consideration of approximately $20.1 million. See Note 21 (Subsequent Events) for more detail.

(aa)Recent Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which modifies ASC 805 to require an acquiring entity in a business combination to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC 606 as if it had originated the contracts. Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. This guidance is effective for annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company adopted this guidance on January 1, 2022 and applied the guidance prospectively to business combinations that occurred after this date. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this update clarify the guidance in ASC 820 when measuring the fair value of an equity security subject to contractual sale restrictions and introduce new disclosure requirements related to such equity securities. The amendments are effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company does not expect the impact of this guidance to be material to its condensed consolidated financial statements.

The Company has considered all newly issued accounting guidance that is applicable to its operations and the preparation of its unaudited condensed consolidated statements, including those it has not yet adopted. The Company does not believe that any such guidance has or will have a material effect on its financial position or results of operations.

(3)Business Combinations and Divestitures

On January 3, 2023, the Company entered into the Business Combination described in Note 1 (Description of the Business). The primary purpose of the Business Combination was to combine established high-growth companies that can benefit from access to capital and public markets and continue value-creation by management.

The Business Combination is a forward merger and is accounted for using the acquisition method of accounting. The Company is the accounting acquirer and Umbrella, including the Target Companies, is the accounting acquiree. The Company has been determined to be the accounting acquirer because Umbrella meets the definition of a VIE, and the Company is the primary beneficiary of Umbrella. ASC 805 requires the primary beneficiary of a VIE to be identified as the accounting acquirer. The Company is the primary beneficiary

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

because it controls all activities of Umbrella, and the non-managing members of Umbrella do not have substantive kick-out or participating rights.

The Business Combination met the requirements to be considered a business combination under ASC 805. The assets and liabilities acquired from the Target Companies, affected for preliminary adjustments to reflect fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s condensed consolidated financial statements from the date of acquisition. The Company has allocated the purchase price to the tangible and identifiable intangible assets based on their estimated fair market values at the acquisition date as required under ASC 805. The excess of the purchase price over the fair value of the net identifiable tangible and intangible assets was recorded as goodwill and is deductible for tax purposes.

The Business Combination resulted in the Company acquiring 51% of the equity interests of Umbrella which holds 100% of the equity interests of Alvarium, TWMH, and TIG. The remainder of Umbrella is held by the historical equity holders of TWMH and TIG through their ownership of Class B Units, which are presented as non-controlling interest on the Company’s Condensed Consolidated Statement of Financial Position.

As a result of the Business Combination, Umbrella, which represents substantially all of the economic activity of the Company, became a subsidiary of the Company. Since the Company is the sole managing member of Umbrella following the Business Combination, the Class B Units held by the former equity holders of TWMH and TIG are classified as non-controlling interests in the Company’s financial statements. An allocation of net income or loss representing the percentage of ownership of Umbrella not controlled by the Company will be attributed to the non-controlling interests in the Company’s Condensed Consolidated Statement of Operations.

Each Class B Unit of Umbrella is paired with a share of Class B Common Stock (collectively, the “Paired Interests”). Pursuant to the Umbrella LLC Agreement, a Paired Interest is exchangeable on certain dates designated by the Company for a share of Class A Common Stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Paired Interests pursuant to the Umbrella LLC Agreement, the shares of Class B Common Stock included in the Paired Interests will automatically be canceled and the Class B Common Units included in the Paired Interests shall be automatically transferred to the Company and converted into and become an equal number of Class A Common Units in Umbrella. Alternatively, if approved by the disinterested members of the board of directors of the Company, such Class B Common Stock can be settled in cash funded from the proceeds of a private sale or a public offering of Class A Common Stock.

The Sponsor, in connection with the Business Combination, purchased 8,625,000 shares of Class B Common Stock (the “Founder Shares”) for $25,000 (approximately $0.03 per share). These shares had no value until the Business Combination completed. At this point, the Founder Shares automatically converted into Class A Common Stock. This conversion was solely contingent upon the completion of the Business Combination and did not include any future service requirements. As such, this cost of 8,625,000 shares at $10.33 per share for $89.1 million will be presented “on the line” and is not reflected in either predecessor or successor financial statement periods. “On the line” describes those expenses triggered by the consummation of a business combination that are not recognized in the Condensed Consolidated Statement of Operations as they are not directly attributable to either period but instead were contingent on the Business Combination.

As part of the Business Combination, the Company incurred $17.8 million of acquisition-related costs during the three months ended March 31, 2023 which are included predominantly in the “Professional fees” line in the Condensed Consolidated Statements of Operations. The Predecessor incurred $1.0 million of acquisition-related costs during the three months ended March 31, 2022. In addition, the Company incurred $4.6 million of debt issuance costs related to debt issued to finance the Business Combination. Of the total debt issuance costs, $1.8 million is related to the Term Loan and drawn amount of the Revolver and is recorded as an offset to the “Debt, net of unamortized deferred financing cost” line item of the Condensed Consolidated Statement of Financial

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

Position. $2.8 million of the debt issuance costs related to the undrawn amount of the Revolver were recorded in the “Other assets” line item of the Condensed Consolidated Statements of Financial Position.

The Business Combination was accounted for using the acquisition method of accounting, and the fair value of the total purchase consideration transferred was $1,071.1 million. Included in total purchase consideration is contingent consideration of $85.1 million, which is payable to the selling shareholders upon achievement of certain volume-weighted average price targets for the shares of Class A Common Stock or upon a change of control of the Company occurring between the Closing Date and the fifth anniversary of the Closing Date. The contingent consideration was measured at fair value at the acquisition date and recorded as a liability in the “Earn-out liability” line of the Condensed Consolidated Statement of Financial Position. See Note 2 (Summary of Significant Accounting Policies) for additional information.


(Dollars in Thousands)	Amount

Cash consideration	$	99,999
Equity consideration:
Class A	$	294,159
Class B	$	573,205
Warrants	$	4,896
Earn-out consideration	$	85,097
Tax Receivable Agreement	$	13,000
Payment of assumed liabilities	$	760
Total purchase consideration transferred	$	1,071,116

The consideration transferred is subject to customary closing adjustments in the post-combination period. While the valuation of consideration transferred is substantially completed, fair value estimates related to the consideration transferred are subject to adjustment for up to one year after the closing date of the acquisition as additional information becomes available. Valuations subject to adjustment include, but are not limited to, the Tax Receivable Agreement and Business Combination Earn-out consideration as management continues to review the estimated fair values and evaluate the assumed tax position. When the valuation is final, any changes to the preliminary valuation of consideration transferred could result in adjustments to identified intangibles and goodwill. The fair values of consideration transferred is expected to be finalized during the remeasurement period, which ends on December 31, 2023. During the period from January 3, 2023 to September 30, 2023, there were no measurement period adjustments made to purchase consideration transferred.

AlTi Global, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Prior to January 3, 2023, Tiedemann Wealth Management Holdings)

The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the Business Combination (in thousands):


(Dollars in Thousands)	Business Combination Date Fair Value

Cash and cash equivalents	$	24,023
Management/advisory fees receivable	42,494
Investments at fair value	148,674
Equity method investments	42,307
Property, plant and equipment	3,996
Intangible assets	520,161
Goodwill	543,956
Operating lease right-of-use assets	28,487
Other assets	47,251
Total Assets Acquired	$	1,401,349
Accounts payable and accrued expenses	75,647
Accrued compensation and profit sharing	25,051
Accrued member distributions payable	12,803
Delayed share purchase agreement	1,818
Earn-in consideration payable	1,519
Operating lease liabilities	29,047
Debt	124,533
Deferred tax liability, net	43,906
Other liabilities	15,149
Total Liabilities Assumed	$	329,473
Total Assets Acquired and Liabilities Assumed	1,071,876