UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 22, 2024
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AlTi Global, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-40103 | 92-1552220 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (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 or former address, if changed since last report)
___________________
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Class A common stock, par value $0.0001 per share | ALTI | Nasdaq Capital Market | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 7.01 | Regulation FD Disclosure | ||||
On February 22, 2024, AlTi Global, Inc. (the “Company”) issued a press release announcing that it entered into definitive agreements relating to a private placement of the Company’s securities with Allianz Strategic Investments S.à.r.l. (“Allianz”) and Constellation Wealth Capital, LLC and announcing that the Company will hold a conference call on February 22, 2024 at 5:00pm Eastern Time (the “Conference Call”). A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
A copy of the presentation materials to be used on the Conference Call is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
The information in this Item 7.01 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.
Additional information and where to find it
The Company intends to file with the Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant materials in connection with the transactions with Allianz (the “Allianz Transactions”) and the Company’s solicitation of proxies for use at either the 2024 annual meeting of stockholders or a special meeting of common stockholders, or at any adjournment or postponement thereof, to vote in favor of approval of amendments to the Company’s amended and restated certificate of incorporation and the issuance of an amount of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) to Allianz equal to 20% or more of the pre-Allianz Transactions issued and outstanding Class A Common Stock and the Company’s Class B common stock, par value $0.0001 per share, taken together and, in the case of the 2024 annual meeting of stockholders, to vote on any other matters that shall be voted upon at the Company’s 2024 annual meeting of stockholders, such as the election of directors. The proxy statement will be mailed to the stockholders of the Company as of a to-be-determined record date. Before making any voting or investment decision with respect to the Allianz Transactions, investors and stockholders of the Company are urged to read the proxy statement and the other relevant materials when they become available because they will contain important information about the Allianz Transactions. The proxy statement and other relevant materials (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and stockholders of the Company may obtain free copies of the documents filed with the SEC from https://ir.alti-global.com/financial-information/sec-filings.
The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies in connection with the Allianz Transactions. Information about those executive officers and directors of the Company and their ownership of the Company’s common stock is set forth in the Company’s Annual Report on Form 10-K, which was filed with the SEC on April 17, 2023. Investors and security holders may obtain additional information regarding direct and indirect interests of the Company and its executive officers and directors in the Allianz Transactions by reading the proxy statement and prospectus when it becomes available.
This Current Report on Form 8-K and Exhibits 99.1 and 99.2 shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 22, 2024 | ALTI GLOBAL, INC. | |||||||
| /s/ Michael Tiedemann | ||||||||
| Michael Tiedemann | ||||||||
| Title: Chief Executive Officer | ||||||||
AlTi Tiedemann Global welcomes strategic investment of up to $450m from Allianz X and Constellation Wealth Capital Investment accelerates AlTi’s strategy to become the leading global independent wealth management platform for the ultra-high-net-worth segment. Investment to be used principally to execute AlTi’s global mergers and acquisitions pipeline and organic growth strategy. NEW YORK, NY, February 22, 2024 – AlTi Global, Inc. (NASDAQ: ALTI), a leading independent global wealth and alternatives manager with approximately $68 billion in combined assets, today announced a strategic investment of up to $450 million by Allianz X and Constellation Wealth Capital (“CWC”). Allianz X, an investment arm of Allianz SE (XETRA: ALV), one of the world’s leading insurers and asset managers with more than 122 million private and corporate customers in over 70 countries, will invest up to $300 million through one of its affiliates. CWC, an investment advisory firm specializing in making investments in industry-leading wealth managers, will invest $150 million. AlTi will use the capital principally to fund its mergers and acquisitions (“M&A”) pipeline and organic growth activities. This will expand the scale and reach of AlTi’s global ultra-high-net-worth (“UHNW”) wealth management and strategic alternatives business in existing and new markets, leveraging the industry expertise and relationships of both Allianz and CWC. The partnership with Allianz offers opportunities to provide additional solutions to service both companies’ clients more holistically. Nazim Cetin, Chief Executive Officer of Allianz X, and another Allianz representative will be appointed to AlTi’s Board of Directors, and CWC will have an observer seat on the Board, upon completion of their respective investments AlTi management will hold a conference call to present the details of the transactions on February 22, 2024 at 5:00 pm, Eastern Time. Michael Tiedemann, Chief Executive Officer of AlTi Tiedemann Global, said: “This investment accelerates AlTi’s trajectory to become the leading global independent UHNW wealth management platform, with strategic and targeted expertise in alternatives. The investment further validates the power of our unique business model which combines a global multi-family office and alternatives platform.” Dr. Nazim Cetin, Chief Executive Officer of Allianz X, said: “Allianz X brings capital and skills to our portfolio companies to foster innovation, fuel growth and realize their ambitions. Our investment in AlTi demonstrates our approach as well as our conviction in wealth management and alternatives, and we believe it will unlock opportunities for scale, new revenue streams and societal impact for the Allianz Group.” Karl Heckenberg, CWC's Founder and Managing Partner, said: “This partnership represents a significant milestone in our ongoing mission to support innovation and excellence in the wealth management industry. We believe AlTi is ideally positioned to capitalize on future opportunities, in line with their impressive strategic vision.”
Transaction Details Allianz X Investment: $250 million through a combination of: o $110 million newly issued Class A Common Stock o $140 million newly created Series A Convertible Preferred Stock Option to invest up to an additional $50 million in Series A Convertible Preferred Stock to be used for AlTi’s international expansion initiatives. Warrants to purchase 5 million shares of Class A Common Stock. The Series A Convertible Preferred Stock and Warrants will be subject to certain beneficial ownership limitations, and Allianz will be subject to certain lock-up restrictions with respect to the Class A Common Stock it acquires at closing. Right to nominate two directors to AlTi’s board will continue so long as Allianz X holds at least 50% of the Class A Common Stock acquired at closing. CWC Investment: $150 million in newly created Series C Convertible Preferred Stock. An initial investment of $115 million that is expected to close by March 31, 2024, and a further $35 million that is expected to close by June 30, 2024. Warrants to purchase 2 million shares of Class A Common Stock. The Series C Convertible Preferred Stock and Warrants will be subject to certain voting limitations, and CWC will be subject to certain lock-up restrictions with respect to its Series C Convertible Preferred Stock. The transactions are subject to customary closing conditions, including in the case of Allianz X, receipt of certain approvals by regulatory authorities and by AlTi’s stockholders. Further details are included in the Company’s current report on Form 8-K to be filed with the Securities and Exchange Commission. Advisors Oppenheimer & Co. Inc. is acting as exclusive financial advisor to AlTi Global, Inc. and Cadwalader, Wickersham & Taft LLP is acting as its legal advisor. Ardea Partners LP is serving as exclusive financial advisor to Allianz X and Sullivan & Cromwell LLP is serving as its legal advisor. Gibson, Dunn & Crutcher LLP is acting as legal advisor to Constellation Wealth Capital. Conference Call AlTi management will host a conference call and webcast on Thursday, February 22, 2024, at 5:00 pm, Eastern Time to discuss the transaction. The conference call and supplemental materials will be available on the Events & Presentations section of the AlTi Investor Relations website. Participants are invited to access the conference call by dialing one of the following numbers: Domestic: (877) 704-4453 International: (201) 389-0920 The webcast replay will be available after the conclusion of the call and remain on the AlTi Investor Relations website for one year following the conference call.
About AlTi AlTi is a leading independent global wealth and alternatives manager providing entrepreneurs, multi- generational families, institutions, and emerging next-generation leaders with fiduciary capabilities as well as alternative investment strategies and advisory services. AlTi’s comprehensive offering is underscored by a commitment to impact or values-aligned investing and generating a net positive impact through its business activities. The firm currently manages or advises on approximately $68 billion in combined assets and has an expansive network with over 490 professionals across three continents. For more information, please visit us at www.Alti-global.com. About Allianz X Allianz X invests in digital frontrunners in ecosystems relevant to insurance and asset management. It has a portfolio of over 25 companies and AUM of more than 1.5 billion euros. Allianz X has counted 12 unicorns among its portfolio so far. The heart and brains behind it all are a talented team of around 40 people. As one of the pillars of the Allianz Group’s digital transformation strategy, Allianz X provides an interface between Allianz Operating Entities and the broader digital ecosystem, enabling collaborative partnerships in insurtech, fintech, and beyond. As an investor, Allianz X supports mature digital growth companies to take the next bold leap and realize their full potential. Keep up with the latest at Allianz X on Medium, LinkedIn, and X (formerly Twitter). About Allianz The Allianz Group is one of the world's leading insurers and asset managers with more than 122 million* private and corporate customers in more than 70 countries. Allianz customers benefit from a broad range of personal and corporate insurance services, ranging from property, life and health insurance to assistance services to credit insurance and global business insurance. Allianz is one of the world’s largest investors, managing around 706 billion euros** on behalf of its insurance customers. Furthermore, our asset managers PIMCO and Allianz Global Investors manage about 1.7 trillion euros** of third-party assets. Thanks to our systematic integration of ecological and social criteria in our business processes and investment decisions, we are among the leaders in the insurance industry in the Dow Jones Sustainability Index. In 2022, over 159,000 employees achieved total revenues of 152.7 billion euros and an operating profit of 14.2 billion euros for the group***. * Including non-consolidated entities with Allianz customers. ** As of September 30, 2023. *** As reported – not adjusted to reflect the application of IFRS 9 and IFRS 17. About Constellation Wealth Capital Constellation Wealth Capital is an alternative asset management platform dedicated to the wealth management sector. CWC provides flexible, long-term capital solutions, and strategic advisory support to scaled wealth management platforms. CWC leverages its deep industry experience and relationships for the benefit of its partner firms. Learn more at www.constellationwealthcapital.com. Forward-Looking Statements Certain statements made in this press release are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. Forward- looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “guidance,” “outlook“ or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements may include, but are not limited to, statements
regarding the consummation of the investments, the entry into the transaction documents, our M&A pipeline and expected benefits of the investments. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including the Company’s ability to successfully consummate the investments; and obtain stockholder approval; the Company’s projected financial information, growth rate, and market opportunity; the effect of economic downturns and political and market conditions beyond the Company’s control, including a reduction in consumer discretionary spending that could adversely affect the Company’s business, financial condition, results of operations and prospects; company’s ability to grow and manage growth profitably; Company’s ability to raise financing in the future, if and when needed; the impact of applicable laws and regulations, whether in the United States, United Kingdom or other foreign countries, and any changes thereof, on the Company; the impact of the company’s dependence on leverage by certain funds, underlying investment funds and portfolio companies and related volatility; the Company’s ability to successfully compete against other companies; and the risks discussed in the Company’s Annual Report on Form 10-K filed on April 17, 2023, including under the heading “Risk Factors” and other documents of the Company filed, or to be filed, with the SEC. If any of these risks materialize or any of the company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the company presently does not know of or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause the company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. Additional Information and Where to Find It The Company intends to file with the Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant materials in connection with the transactions and the Company’s solicitation of proxies for use at either the 2024 annual meeting of stockholders or a special meeting of common stockholders, or at any adjournment or postponement thereof, to vote in favor of approval of amendments to the Company’s amended and restated certificate of incorporation and the issuance of an amount of Class A Common Stock to Allianz equal to 20% or more of the pre- transactions issued and outstanding Class A Common Stock and Class B Common Stock, taken together and, in the case of the 2024 annual meeting of stockholders, to vote on any other matters that shall be voted upon at the Company’s 2024 annual meeting of stockholders, such as the election of directors. The proxy statement will be mailed to the stockholders of the Company as of a to-be-determined record date. Before making any voting or investment decision with respect to the transactions, investors and stockholders of the Company are urged to read the proxy statement and the other relevant materials when they become available because they will contain important information about the transactions. The proxy statement and other relevant materials (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and stockholders of the
Company may obtain free copies of the documents filed with the SEC from https://ir.alti- global.com/financial-information/sec-filings. The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies in connection with the transactions. Information about those executive officers and directors of the Company and their ownership of the Company’s common stock is set forth in the Company’s Annual Report on Form 10-K, which was filed with the SEC on April 17, 2023. Investors and security holders may obtain additional information regarding direct and indirect interests of the Company and its executive officers and directors in the transactions by reading the proxy statement and prospectus when it becomes available. Contacts AlTi Global Investor Relations: Lily Arteaga, Head of Investor Relations, investor@alti-global.com AlTi Global Media Relations: Alex Jorgensen, pro-alti@prosek.com Allianz X Media Relations: Gregor Wills, Head of PR & Communications, gregor.wills@allianz.com Constellation Wealth Capital Media Relations: Mike Geller, mgeller@prosek.com
1AlTi Tiedemann Global Allianz X and CWC Make Strategic Investment into AlTi Investor Presentation | February 2024
2AlTi Tiedemann Global Notes and Important Disclosures (1) Including non-consolidated entities with Allianz customers. (2) As of September 30, 2023. (3) As reported – not adjusted to reflect the application of IFRS 9 and IFRS 17. About AlTi Global AlTi is a leading independent global wealth and alternatives manager providing entrepreneurs, multi-generational families, institutions, and emerging next-generation leaders with fiduciary capabilities as well as alternative investment strategies and advisory services. AlTi’s comprehensive offering is underscored by a commitment to impact or values- aligned investing and generating a net positive impact through its business activities. The firm currently manages or advises on approximately $68 billion in combined assets and has an expansive network with over 490 professionals across three continents. About AllianzX Allianz X invests in digital frontrunners in ecosystems relevant to insurance and asset management. It has a portfolio of 25 companies and AuM of more than 1.5 billion euros. Allianz X has counted 12 unicorns among its portfolio so far. The heart and brains behind it all are a talented team of around 40 people. As one of the pillars of the Allianz Group’s digital transformation strategy, Allianz X provides an interface between Allianz Operating Entities and the broader digital ecosystem, enabling collaborative partnerships in insurtech, fintech, and beyond. As an investor, Allianz X supports mature digital growth companies to take the next bold leap and realize their full potential. About Allianz The Allianz Group is one of the world's leading insurers and asset managers with more than 122 million(1) private and corporate customers in more than 70 countries. Allianz customers benefit from a broad range of personal and corporate insurance services, ranging from property, life and health insurance to assistance services to credit insurance and global business insurance. Allianz is one of the world’s largest investors, managing around 706 billion euros(2) on behalf of its insurance customers. Furthermore, its asset managers PIMCO and Allianz Global Investors manage about 1.7 trillion euros(2) of third-party assets. Thanks to their systematic integration of ecological and social criteria in our business processes and investment decisions, they are among the leaders in the insurance industry in the Dow Jones Sustainability Index. In 2022, over 159,000 employees achieved total revenues of 152.7 billion euros and an operating profit of 14.2 billion euros for the group(3). About CWC Constellation Wealth Capital is an alternative asset management platform dedicated to the wealth management sector. CWC provides flexible, long-term capital solutions, and strategic advisory support to scaled wealth management platforms. CWC leverages its deep industry experience and relationships for the benefit of its partner firms. No Offer or Solicitation This Presentation does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of AlTi Global. The information contained herein does not purport to be all-inclusive and none of AlTi Global nor any of its respective subsidiaries, stockholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, employees, advisers or agents make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. Prospective investors should consult with their own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying solely upon the information contained herein to make any investment decision. The recipient shall not rely upon any statement, representation or warranty made by any other person, firm or corporation in making its investment decision to subscribe for securities of AlTi Global. To the fullest extent permitted by law, in no circumstances will AlTi Global or any of its subsidiaries, stockholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of AlTi Global. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. This Presentation (together with oral statements made in connection herewith, the “Presentation”) is for informational purposes only to assist interested parties in evaluating AlTi Global, Inc. (along with its consolidated subsidiaries, “AlTi Global” or the "Company").
3AlTi Tiedemann Global Forward-Looking Statements Some of the statements in this presentation may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward- looking. Words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “may,” “plan” and “will” and similar expressions identify forward-looking statements. Forward-looking statements reflect management’s current plans, estimates and expectations and are inherently uncertain. The inclusion of any forward-looking information in this presentation should not be regarded as a representation that the future plans, estimates or expectations contemplated will be achieved. Forward-looking statements are subject to various risks, uncertainties and assumptions. Important factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, our ability to complete the investment transactions described in this Presentation, global and domestic market and business conditions, successful execution of business and growth strategies, regulatory factors relevant to our business, as well as assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity and the risks and uncertainties described in greater detail under “Risk Factors” included in AlTi Global's Annual Report on Form 10-K filed April 17, 2023, and in the subsequent reports filed with the Securities and Exchange Commission, as such factors may be updated from time to time. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. Industry and Market Data Certain information contained in this Presentation relates to or is based on studies, publications, surveys and AlTi Global’s own internal estimates and research. In addition, all of the market data included in this Presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. Finally, while AlTi Global believes its internal research is reliable, such research has not been verified by any independent source and none of AlTi Global or any of its affiliates nor any of their respective control persons, officers, directors, employees or representatives make any representation or warranty with respect to the accuracy of such information. Trademarks This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM © or ® symbols, but AlTi Global, will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. Additional Information and Where to Find It The Company intends to file with the Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant materials in connection with the transactions and the Company’s solicitation of proxies for use at either the 2024 annual meeting of stockholders or a special meeting of common stockholders, or at any adjournment or postponement thereof, to vote in favor of approval of amendments to the Company’s amended and restated certificate of incorporation and the issuance of an amount of Class A Common Stock to Allianz equal to 20% or more of the pre-transactions issued and outstanding Class A Common Stock and Class B Common Stock, taken together and, in the case of the 2024 annual meeting of stockholders, to vote on any other matters that shall be voted upon at the Company’s 2024 annual meeting of stockholders, such as the election of directors. The proxy statement will be mailed to the stockholders of the Company as of a to-be-determined record date. Before making any voting or investment decision with respect to the transactions, investors and stockholders of the Company are urged to read the proxy statement and the other relevant materials when they become available because they will contain important information about the transactions. The proxy statement and other relevant materials (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and stockholders of the Company may obtain free copies of the documents filed with the SEC from https://ir.alti-global.com/financial- information/sec-filings. The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies in connection with the transactions. Information about those executive officers and directors of the Company and their ownership of the Company’s common stock is set forth in the Company’s Annual Report on Form 10-K, which was filed with the SEC on April 17, 2023. Investors and security holders may obtain additional information regarding direct and indirect interests of the Company and its executive officers and directors in the transactions by reading the proxy statement and prospectus when it becomes available. Notes and Important Disclosures
Contents 01. Strategic Investments into AlTi 02. Overview of AlTi 03. Strategic Priorities 04. Investment Highlights 05. Appendix
5AlTi Tiedemann Global Michael Tiedemann Chief Executive Officer Our presenters today Stephen Yarad Chief Financial Officer
6AlTi Tiedemann Global 01. Strategic Investments into AlTi
7AlTi Tiedemann Global Accelerates AlTi’s strategy to become the leading, global, independent UHNW wealth management firm, with strategic and targeted expertise in alternatives AlTi receives strategic investment of up to $450M from Allianz X and Constellation Wealth Capital • Will invest $150 million – Series C Convertible Preferred Stock • One CWC representative will be appointed as an observer to AlTi’s board Key Terms: • Will invest up to $300 million – $250 million through combination Class A Common Stock and Series A Convertible Preferred Stock – Option to invest up to $50 million in Series A Convertible Preferred Stock • Two Allianz representatives will join AlTi’s board as independent directors • The transaction is subject to regulatory approvals and AlTi stockholder approval Allianz X Constellation Wealth Capital (“CWC”)
8AlTi Tiedemann Global Strategic rationale Expanded reach and scale • Deepens reach in current markets, including U.S., Europe and Asia • Positions AlTi for expansion into new domestic and international markets Accelerated margin initiatives • Offers opportunity to achieve operational leverage through economies of scale in current and prospective markets • Accelerates top-line growth opportunities Attractive wealth management opportunity • Capitalizes on large global market with strong, secular tailwinds driven by generational wealth transfer • Opportunity to offer strategic alternative investments and Impact investing strategies to existing and future UHNW clients Organic growth opportunities • Leverages partners’ footprint and relationships to enter new markets • Expands lead generation opportunities across a larger and more global client base Fortified capital structure • Strengthens balance sheet with ample capital to execute organic and inorganic growth opportunities Long-term oriented partnership • Bolsters governance profile with deep global financial services experience and expertise • Positions AlTi to further evolve into a diversified, global financial services player 01. 02. 03. 04. 05. 06.
9AlTi Tiedemann Global Complementary and well-aligned partners to accelerate AlTi’s growth strategy Allianz is a global financial services provider across the insurance and asset management sectors, providing financial security and certainty to its customers for 130+ years. Together, partners provide capital, experience, networks and a global operating expertise CWC provides flexible, long- term capital solutions and strategic advisory support to scaled wealth management platforms, leveraging its deep industry experience and relationships.
10AlTi Tiedemann Global 02. Overview of AlTi
11AlTi Tiedemann Global PRELIMINARY DRAFT – SUBJECT TO REVIEW Unique business model combines a global MFO with targeted expertise in Alternatives $15 $17 $20 $22 $20 2019 2020 2021 2022 3Q 23 Scale $20B(2) AUM/AUA Alignment with clients $1.1B Invested alongside clients Experienced team 40+ Years Years of operating history across market cycles Global presence 4 International locations (Hong Kong, London, NY and Toronto) Comprehensive solutions Market opportunities Both public and private markets Note: Information as of September 30, 2023, unless otherwise noted. (1) Strategic Alternatives refers to the former “Asset Management” business line. (2) Manager stakes consolidate 100% of AUM/AUA. (3) Top 25 Client Asset composition by geography. Event-driven RE Bridge Lending European L/S Equities Asia Credit Fund strategies by AUM/AUMAUM/AUA, $B $32 $36 $41 $43 $49 2019 2020 2021 2022 3Q 23 Scale $49B AUM/AUA Global presence 8 Countries with AlTi WM offices High client retention 97% Client retention since 2019 Long-tenured clients ~10 Years average client tenure Net positive Impact firm $4.4B Invested in Impact strategies AUM/AUA by Geography(3) U.S. 60% Non-U.S. 40% AUM/AUA, $B Wealth Management Strategic Alternatives(1)
12AlTi Tiedemann Global $2.1 $3.5 $5.5 2014 2019 2024P GenX and Millennials Foundations, Charities, and Endowments $84T Baby Boomers & Older Generational Wealth Transfer(1) U.S. Wealth Transfer (2021-2045P) Shifting To Independence(3) U.S. Independent Advisor AUM/AUA (2014-2024P)(4) $84 trillion wealth transfer creates opportunities for firms that deliver impact, innovation & engagement to clients Wealth clients seek advice that is independent, customized, aligned & integrated $4.6 $6.3 $7.2 $8.5 $10.1 $13.3 $23.2 2011 2013 2015 2017 2019 2021 2026P Private equity Private debt Hedge funds Real estate Infrastructure Natural resources Global Demand for Alternatives(2) Alternative AUM/AUA Growth and Forecast (2011-2026P) ($ in Trillions) (1) Source: Cerulli Associates. (2) Source: Preqin. (3) Source: Cerulli Associates. (4) Includes independent registered advisors, hybrid registered advisors and multi-family offices. ($ in Trillions) AlTi’s growth is powered by three strong secular tailwinds
13AlTi Tiedemann Global Existing scale, reputation and critical mass Stable fee rates generating robust recurring revenue streams Long-term client retention with underlying secular tailwinds Multiple avenues for co-investment and revenue diversification through adjacent products and services Large universe of potential M&A opportunities Combination with wealth management yields diversified economic model with complementary growth drivers Focus on uncorrelated strategies in real estate, private equity and impact, attractive to UHNW clients, foundations and institutional investors High margin and strong cash generation profile leveraging global distribution and operational support platforms Limited integration results in opportunities to scale quickly Large universe of potential M&A opportunities given constrained fundraising environment AlTi’s businesses complement each other via cross-over opportunities and perform strongly on a standalone basis Wealth Management Strategic Alternatives
14AlTi Tiedemann Global 03. Strategic Priorities
15AlTi Tiedemann Global Partnerships strategic priorities clearly aligned with AlTi’s existing growth pillars New Investment Strategies & Global Presence Select Acquisitions & Stakes in Strategic Managers Expand Client Base & Deepen Existing Relationships Growth through Impact Offering A LT I ’ S G R O W T H P I L L A R S Execute on Identified Pipeline of Strategic Acquisitions Accelerate Organic Growth Opportunities Expand and Fortify AlTi’s Global Footprint01 02 03 Partnerships will further AlTi’s organic and inorganic growth strategy
16AlTi Tiedemann Global Lisbon Lugano Geneva Zurich Milan London Paris Focus Market Criteria $326 $473 $609 2016 2021 2026P Growth of Global Wealth(1) • $609 trillion global opportunity • Double-digit growth • Clients demanding integrated capabilities and institutional solutions AlTi Presence Singapore Hong Kong Focus International Markets (ex. U.S.) Attractive UHNW opportunities in the U.S. and select European and Asian markets (1) Source: BCG. (2) Personal financial assets of a household including cash, deposits, bonds and securities. Market Opportunity Significant market size for UHNW clients Partner Footprint Strong AlTi and partner footprints Market Entry Low regulatory barriers and/or limited competition Scale Augment existing market presence or enter new markets with a clear path to meaningful scale Strategic Priorities | 01. Expand and Fortify AlTi’s Global Footprint Market Size (in PFA(2), $T) 6.7 4.0 5.7 7.8 3.1 1.3 1.2 UHNWs (# in k) 16.0 6.4 6.8 7.0 6.1 5.4 3.1 Long-term expansion plan leveraging combined global footprint ($ in Trillions)
17AlTi Tiedemann Global Opportunity GLOBAL SCALE TOP-LINE GROWTH PRODUCT EXPANSION Enhanced lead generation opportunities and client solution set Strategic Priorities | 02. Accelerate organic growth opportunities Lead Generation Channels Expansion of AlTi’s existing and future target markets and client base alongside Allianz’s scale and global footprint Co-investment Solutions Increase of co-investment opportunities across the Strategic Alternatives and Impact platforms Range of Products Combine access to Allianz’s insurance and investment product expertise (i.e. PIMCO and AGI) with AlTi’s full range of wealth management services to create bespoke solutions for clients AlTi is positioned to accelerate organic growth through multiple channels and services
18AlTi Tiedemann Global Identified opportunities across Wealth Management and Strategic Alternatives (1) Source: Piper Sandler. (2) Represents companies that AlTi is engaged with in varying stages of negotiations as of February 2024. There can be no assurances that any of these transactions will be completed. U.S. & International Markets $2B to $20B AUM per Target in UHNW Managers $1B to $5B AUM per Target in Strategic Alternatives Profile • Proven low volatility, long-duration earnings • Bias towards management vs. performance/incentive fee income • Attractive top-line growth potential • Proven high and sustainable margins • Accretive to earnings Footprint/solutions • Enter new, complementary and strategic markets • Grow market share in existing markets • Enhance solution set Fit • Ease of integration • Cultural alignment • Long-term, financially committed and incentivised management teams Transacted AUM by Asset Class (2022–2023)(1) Strategic acquisitions expected to catalyze top-line growth and margin expansion $408 $376 $701 $830 $528 $663 $- $1,000 $2,000 2022 2023 A U M Wealth Management Alternative Traditional $1,636 $1,869 ($ in Billions) AlTi Pipeline and Acquisition Criteria(2) Strategic Priorities | 03. Execute on a well-defined pipeline of strategic acquisitions
19AlTi Tiedemann Global 04. Investment Highlights
20AlTi Tiedemann Global Summary transaction benefits Additional solutions to service loyal, long-term customer base Pioneering commercial logic of the combination of wealth management, insurance and asset management Capital to execute organic and inorganic growth opportunity Profile of low volatility, secular growth Expanded customer base and solution set Opportunities across shared and adjacent global footprints Partnerships with valuable board representation Partnerships accelerate AlTi’s long-term strategy to become the leading, global independent MFO platform for the UHNW segment with strategic and targeted expertise in alternatives
21AlTi Tiedemann Global Investment thesis Attractive business lines across Wealth Management and Strategic Alternatives with complementary growth drivers Comprehensive platform approach Growing global footprint Identified pipeline of inorganic growth opportunities Destination of choice for UHNW wealth managers Recurring and diversified revenue World-class leadership Strong capital structure Substantial, expanding addressable market Offices in leading financial centers, on three continents, with plans to expand into other attractive international markets Proven track record of executing accretive acquisitions in the Wealth Management and Strategic Alternatives sectors As an independent, global platform with long-tenured clients and an extensive suite of services, AlTi is the optimal partner for firms seeking consolidation Foundation of stable and predictable revenues, with multiple growth vectors Decades of experience in global financial services bolstered by partnerships with Allianz X and CWC Strengthened balance sheet with ample capital to execute organic and inorganic growth plan Powered by multi- decadal trajectories in Wealth Management and Strategic Alternatives
22AlTi Tiedemann Global 05. Appendix
23AlTi Tiedemann Global Broad, global industry experience Experienced leadership * Denotes board members. Michael Tiedemann* Chief Executive Officer Kevin Moran Chief Operating Officer Stephen Yarad Chief Financial Officer Colleen Graham Global General Counsel and CRO Claire Verdirame Chief Marketing Officer Jed Emerson Chief Impact Officer Executive Team US Europe Wealth Management Nancy Curtin* CIO – Global WM Craig Smith * Chair- Global WM Robert Weeber President – International WM Brooke Connell President – US WM Spiros Maliagros* Alternatives Platform Patrick Flaton Private Real Estate Strategic Alternatives and Strategic Advisory Office Julian Culhane Strategic Advisory Jacob Lyons Strategic Advisory
24AlTi Tiedemann Global Robust governance Craig Smith Chair- Global WM Ali Bouzarif Representative Al Waddi AlTi Board Representatives Michael Tiedemann* Chief Executive Officer Nancy Curtin CIO- Global WM Spiros Maliagros Head of Strategic Alternatives Timothy Keaney Bank of New York Board Chair Norma Corio American Express Global Business Travel Mark Furlong BMO Harris Bank Judy Lee MD of Dragonfly LLC Tracey B. Warson Citi Private Bank Peter Yu Cartesian Capital Independent Board Directors Trusted fiduciaries with strong individual track records Audit, Finance and Risk Environmental, Social, Governance and Nominating Human Capital and Compensation Board Committees Representatives of Allianz and CWC will join AlTi’s board as members and observer, respectively * Transaction Committee will be created on closing of Allianz X transaction
25AlTi Tiedemann Global Strong track record executing and integrating acquisitions M&A Track Record in Wealth Management Acquisition Date Company Core Market Criteria 2023 Singapore/Asia 2021 UK 2019 France 2018 & 2023 2016 & 2017 Seattle/West Coast U.S. 2015 M&A Track Record in Strategic Alternatives Acquisition Date Company Location Criteria 2020 & 2023 2021 & 2023 2018 Successful execution across multiple geographies and platforms AUM/AUA at acquisition of ~$2B to $10B+ Expand global footprint, revenue base Expanded customer footprint Increase scale and talent Expand Impact strategy AUM/AUA at acquisition ~$1B to $5B+ Leverage support platform (distribution, operations) Expansion and diversification fee revenue base Proven and repeatable earnings streams Long-term, locked-up strategies/low volatility
26AlTi Tiedemann Global Investment • Up to $300M ($250M at close and option to invest an additional $50M in the future) • $150M ($115M expected to fund by March 31, 2024. $35M expected to fund no later than June 30, 2024) Common stock • $110M at close through a new issue of 19.3 million shares of common stock (Class A) at a price of $5.69 • Ownership cap to prevent Allianz ownership of voting securities from exceeding 24.9% of total common stock • N/A Preferred instrument • $140M at close via new convertible preferred stock (Series A) • Additional $50M also via new convertible preferred stock (Series A) • $150M via new convertible preferred stock (Series C) Dividend rate • 9.75% PIK, paid 50% in common stock and 50% in new Series A preferred stock • Dividend rate reduces if AlTi stock price >$12.50 • 9.75% PIK, paid in new Series C preferred stock • Dividend rate reduces if AlTi stock price >$12.50 • AlTi can elect to settle all or a portion of PIK dividends in cash Conversion Right • Holder has conversion right after 2 years into AlTi common stock at a conversion price of $8.70 • Mandatory conversion after 3 years if daily VWAP is equal or greater than $15.23 • Holder has conversion right after 5 years into AlTi common stock at a conversion price of $8.70 • AlTi can elect to settle any conversion in cash rather than common stock Redemption rights • AlTi and Holder have redemption rights after 30 years • Investor has a redemption right after 5 years • AlTi has a redemption right after 3 years • AlTi can elect to settle part of the redemption value in AlTi common stock Warrants • Warrants over 5 million shares of Class A common stock • Strike price of $7.40 • Warrants over 2 million shares of Class A common stock • Strike price of $7.40 Transaction structure aligns strategic and financial goals
27AlTi Tiedemann Global Glossary Assets Under Management and Assets Under Advisement. For financial presentation purposes, total assets under management and assets under advisement (“AUM/AUA”) of AlTi Global is calculated as set forth below: AUM/AUA includes billable and non-billable assets. Billable assets represent the portion of assets on which we charges fees, including under co-investment arrangements. For the purpose of calculating co-investment assets, we include the gross asset value of all assets managed or supervised by operating partner subsidiaries, affiliates and joint ventures in which we hold either a majority or minority stake. Non-billable assets are exempt of fees. They consist of assets such as cash and cash equivalents, real estate, investment consulting assets and other designated assets. Our AUM/AUA also includes the assets under management of each of our External Strategic Managers. External Strategic Managers are those managers in which the we have made an external investment, and the strategies of these managers include Real Estate Bridge Lending, European Long/Short Equity and Asian Credit and Special Situations. Unless otherwise defined, AUM refers to assets on which a business provides continuous and regular billable supervisory or management services. As noted, our AUM/AUA includes the AUM of our external strategic managers as we believe including such AUM presents a more accurate depiction of the respective businesses. However, the AUM of the external strategic managers should not be viewed as part our AUM for regulatory and/or statutory purposes under the U.S. Investment Advisers Act of 1940, as amended. Impact Investing. Investment practices seeking to generate various levels of financial performance together with the generation of positive measurable environmental and social impacts. MFO. Multi-family office UHNW. Ultra High Net Worth individuals are people with a net worth of at least $30 million.