Delaware | | | 6282 | | | 92-1552220 |
(State or Other Jurisdiction of Incorporation or Organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
Samantha M. Kirby, Esq. Jeffrey A. Letalien, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 (617) 570-1000 | | | Colleen Graham Global General Counsel AlTi Global, Inc. 520 Madison Avenue, 26th Floor New York, New York 10022 (212) 396-5900 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☒ |
Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ |
| | | | Emerging growth company | | | ☒ |
• | our projected financial information, growth rate, and market opportunity; |
• | our ability to grow and manage growth profitably; |
• | our ability to raise financings and consummate investments in the future, if and when needed; |
• | our success in retaining or recruiting, or adapting to changes in, our officers, key employees, or directors; |
• | our ability to attract and retain our senior management and other highly qualified personnel; |
• | our ability to achieve or maintain profitability; |
• | the period over which we anticipate our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements; |
• | our ability to successfully protect against security breaches, ransomware attacks, and other disruptions to our information technology structure; |
• | the impact of increased scrutiny from our clients with respect to the societal and environmental impact of investments we make; |
• | the impact of applicable laws and regulations, whether in the United States, United Kingdom or other foreign countries, and any changes thereof, on us; |
• | our ability to successfully compete against other companies; |
• | our estimates regarding expenses, future revenue, capital requirements, and needs for additional financing; |
• | the effect of economic downturns and political and market conditions beyond our control, including a reduction in consumer discretionary spending that could adversely affect our business, financial condition, results of operations and prospects; |
• | the impact of our dependence on leverage by certain funds, underlying investment funds and portfolio companies and related volatility; |
• | the impact of any defaults by third-party investors; |
• | the effects of any failure to comply with investment guidelines of our clients, failure or circumvention of our controls and procedures, or any insufficiencies in the due diligence process that we undertake in connection with investments; |
• | the impact of any termination or non-renewal of our investment advisory contracts; |
• | the effect of any future pandemics on the foregoing; and |
• | other factors detailed under the section entitled “Risk Factors.” |
• | “AlTi” means AlTi Global, Inc., together with its consolidated subsidiaries. |
• | “Alvarium” means AlTi Asset Management Holdings 2 Limited, formerly known as Alvarium Investments Limited, an English private limited company. |
• | “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. |
• | “Bylaws” means the amended and restated bylaws of the Company. |
• | “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. |
• | “Charter” means the certificate of incorporation of the Company, as amended. |
• | “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 $0.0001 per share, of the Company, including any shares of such Class B Common Stock issuable upon the exercise of any warrant or other right to acquire shares of such Class B Common Stock. |
• | “Class B Paired Interest” means a Class B Unit of Umbrella paired with a share of Class B Common Stock. |
• | “Class B Units” means the limited liability company interests in Umbrella designated as Class B Common Units in the Umbrella LLC Agreement. |
• | “Closing” means the closing of the Business Combination. |
• | “Closing Date” means January 3, 2023, the date on which the Closing occurred. |
• | “Common Stock” refers to shares of the Class A Common Stock and the Class B Common Stock, collectively. |
• | “Company,” “our,” “we” or “us” means, prior to the Business Combination, Cartesian, as the context suggests, and, following the Business Combination, AlTi. |
• | “DGCL” refers to the Delaware General Corporation Law, as amended. |
• | “dollars” or “$” 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 Company’s certificate of incorporation consistent with the DGCL and changing the name and registered office of Cartesian. |
• | “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. |
• | “FOS” means Family Office Services. |
• | “Investment Company Act” means the Investment Company Act of 1940, as amended. |
• | “LRA” means LXi REIT Advisors Limited. |
• | “Nasdaq” means the Nasdaq Capital Market. |
• | “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. |
• | “PIPE Investment” means the purchase by the PIPE Investors collectively of 16,936,715 shares of Class A Common Stock (the “PIPE Shares”) at a purchase price of $9.80 per share, for an aggregate purchase price equal to $164,999,807, pursuant to the Subscription Agreements, on the terms and subject to the conditions therein, concurrently with the execution of the Business Combination Agreement. |
• | “SEC” means the United States Securities and Exchange Commission. |
• | “Sponsor” means CGC Sponsor LLC, a Cayman Islands limited liability company. |
• | “Strategic Alternatives” means the segment that includes the Company’s alternatives platform, public and private real estate, and co-investment business, formerly known as Asset Management. |
• | “Subscription Agreements” means the subscriptions agreements entered into by Cartesian and the PIPE Investors on September 19, 2021, as amended on October 25, 2022, each, as amended, supplemented, or otherwise modified from time to time. |
• | “Target Companies” means, collectively, TWMH, TIG GP, TIG MGMT, and Alvarium. |
• | “Tax Receivable Agreement” 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. |
• | “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. |
• | “UHNW” means ultra-high net worth individual, being an individual having investable assets of $30 million or more, excluding primary residence, collectibles, consumables, and consumer durables. |
• | “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. |
• | “Warrants” means (i) the public 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, and (ii) the private placement warrants, which were issued to the equityholders of TWMH, the TIG Entities and Alvarium in connection with the Business Combination, and were initially acquired by the Sponsor in a private placement simultaneously with the closing of the Initial Public Offering. On June 7, 2023, the Company closed an exchange offer and adopted an amendment to the warrant agreements, pursuant to which the remaining 19,892,387 Warrants were exchanged for 4,962,147 shares of Class A Common Stock. As of May 10, 2024, there are no Warrants outstanding. |
• | “Wealth Management” means the segment that consists of the Company’s investment management and advisory services, trusts and administrative services, and family office services. |
• | we manage or advise approximately $71.4 billion in combined assets as of December 31, 2023; |
• | in our Wealth Management segment, we provide holistic solutions for our wealth management clients through our full spectrum of wealth management services, including discretionary investment management services, non-discretionary investment advisory services, trust services, administration services, and family office services; |
• | in our Strategic Alternatives segment, we assist our investors with alternative investments and co-investments by providing access to highly differentiated opportunities in these areas as well as structuring and selecting partners with a proven track record in alternative asset classes, with attractive risk adjusted return characteristics. |
• | On December 30, 2022 (the business day before the Closing Date), Cartesian effected the Domestication. As a result of and upon the effective time of the Domestication, among other things, each Class A ordinary share outstanding was converted into the right to receive one share of Class A Common Stock, and Cartesian was renamed “Alvarium Tiedemann Holdings, Inc.” (and, on April 19, 2023, was further renamed “AlTi Global, Inc.”). |
• | On the Closing Date, TWMH and the TIG Entities effected the TWMH/TIG Entities Reorganization; |
• | On the Closing Date, Alvarium effected the Alvarium Reorganization; |
• | On the Closing Date, TIG MGMT, TIG GP and Umbrella entered into a distribution agreement, pursuant to which (a) TIG MGMT distributed to Umbrella all of the issued and outstanding shares or partnership interests, as applicable, that it held through its strategic investments in External Strategic Managers, and (b) TIG GP distributed to Umbrella all of the issued and outstanding shares or interests that it held through its strategic investment in an External Strategic Manager; |
• | On the Closing Date, the Alvarium Exchange was effected. Upon the consummation of the Alvarium Exchange, Alvarium Topco became a direct wholly-owned subsidiary of Cartesian; |
• | On the Closing Date, Cartesian contributed shares of Class B Common Stock and cash to Cartesian Holdco and Cartesian Holdco subsequently contributed all shares of Class B Common Stock and cash to Umbrella Merger Sub; |
• | On the Closing Date, immediately following the effective time of the Alvarium Exchange, the Umbrella Merger occurred; |
• | On the Closing Date, immediately following the Alvarium Exchange and the Umbrella Merger, Cartesian and Umbrella entered into the Alvarium Contribution Agreement and effected the Alvarium Contribution; and |
• | On the Closing Date, in accordance with the Sponsor Support Agreement, Cartesian simultaneously (i) canceled 2,118,569 Class A ordinary shares held by Sponsor, which number was equal to the number of Sponsor Redemption Shares and (ii) issued to the PIPE Investors an amount of shares of Class A Common Stock equal to the number of PIPE Shares, divided by the sum of the number of the non-redeemed Class A ordinary shares and the number of PIPE Shares, on a pro-rata basis based on the number of PIPE Shares held by such PIPE Investors (the “PIPE Bonus Shares”). |
• | the option to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in our filings with the SEC; |
• | not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”); |
• | not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); |
• | reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and |
• | exemptions from the requirements of holding a nonbinding advisory vote of stockholders on executive compensation, stockholder approval of any golden parachute payments not previously approved and having to disclose the ratio of the compensation of our chief executive officer to the median compensation of our employees. |
• | Difficult market and political conditions may reduce the value or hamper the performance of the investments made by our investment products and services or impair the ability of our investment products and services to raise or deploy capital. |
• | Inflation may adversely affect the business, results of operations and financial condition of our investment products and services. |
• | Rapidly rising interest rates could have a material adverse effect on our business and that of our investment products and services’ portfolio companies |
• | Changes in market and economic conditions could lower the value of assets on which we earn revenue and could decrease the demand for our investment solutions and services. |
• | Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our current and projected business operations and our financial condition and results of operations. |
• | We are a holding company and our only material asset is our interest in our subsidiaries, and we are accordingly dependent upon distributions made by our subsidiaries to pay taxes, make payments under the Tax Receivable Agreement and pay dividends. |
• | Our revenue is derived from fees correlated to the amount of assets under management and assets under advisement that we have and the performance of our investment strategies and/or products. Poor performance of our investments in the future or terminations of significant client relationships, in each case, resulting in a reduction in assets under management or advisement, could have a materially adverse impact on our results, financial condition or business. |
• | The success of our business depends on the identification and availability of suitable investment opportunities for our clients. |
• | The historical returns attributable to our investment products and services should not be considered as indicative of the future results of our investment products and services or of our future results or of any returns expected on an investment in our Class A Common Stock. |
• | Valuation methodologies for certain assets of our investment products and services can be open to subjectivity. |
• | The due diligence process that we undertake in connection with investments and M&A may not reveal all facts that may be relevant in connection with an investment or acquisition. |
• | If we are unable to compete effectively, our business and financial condition could be adversely affected. |
• | Defaults by third-party investors could adversely affect that fund’s operations and performance. |
• | Our failure to comply with investment guidelines of our clients could result in damage awards against us or a reduction in AUM, either of which would cause our earnings to decline and adversely affect our business. |
• | The anticipated benefits of the Business Combination may not be realized or may take longer than expected to realize. |
• | The anticipated benefits of future acquisitions that we may pursue may not be realized or may take longer than expected to realize. |
• | Our international operations subject us to numerous risks. |
• | We are expanding our business and may enter into new lines of business or geographic markets, which may result in additional risks and uncertainties and place significant demands on our administrative, operational and financial resources. There can be no assurance that we will be able to successfully manage this growth. |
• | We are exposed to litigation risk and subject to regulatory examinations and investigations. |
• | We are subject to extensive government regulation, and our failure or inability to comply with these regulations or regulatory action against us could adversely affect our results of operations, financial condition or business. |
• | Financial regulations and changes thereto in the United States could adversely affect our business and the possibility of increased regulatory focus could result in additional burdens and expenses on our business. |
• | We are exposed to data and cybersecurity risks that could result in data breaches, service interruptions, harm to our reputation, protracted and costly litigation or significant liability. |
• | We rely on our management team to grow our business, and the loss of key management members, or an inability to hire key personnel, could harm our business. |
• | Our management team has limited experience managing a public company. |
• | Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation. |
• | We have identified material weaknesses in our internal control over financial reporting and may find additional in the future or fail to maintain an effective system of internal control over financial reporting. If we fail to establish and maintain proper and effective internal control over financial reporting, our operating results and our ability to operate our business could be harmed. |
• | We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition and its share price, which could cause you to lose some or all of your investment. |
• | Our business and operations could be negatively affected if we become subject to any securities litigation or stockholder activism, which could cause us to incur significant expense, hinder execution of business and growth strategy and impact its stock price. |
• | Future resales of shares may cause the market price of our securities to drop significantly, even if our business is doing well. |
| | | | Securities Beneficially Owned prior to this Offering | | | Securities Offered | | | | | ||||
Names and Addresses(1) | | | Purchase Price | | | Total Class A Common Stock (2) | | | Total Class A Common Stock (2) | | | Total Class A Common Stock (2) | | | Percentage |
1998 Dion R Rurik Family Trust (3) | | | (D) | | | 178,767 | | | 171,675 | | | 7092 | | | * |
1998 George F. Russell Jr. Family Trust (4) | | | (D) | | | 119,177 | | | 114,449 | | | 4728 | | | * |
1998 Sarah J. Cavanaugh Family Trust (5) | | | (D) | | | 119,177 | | | 114,449 | | | 4728 | | | * |
ABG Security Trust (6) | | | (D) | | | 8,938 | | | 8,583 | | | 355 | | | * |
Adam Gentile | | | (A) | | | 688,600 | | | 625,070 | | | 63,530 | | | * |
Alex Hokanson | | | (A) | | | 88,551 | | | 88,551 | | | — | | | — |
Alexander de Meyer | | | (A) | | | 132,235 | | | 132,235 | | | — | | | — |
Alexis Galen Brugler 2021 GST Trust (7) | | | (A) | | | 95,878 | | | 93,760 | | | 2,118 | | | * |
Ali Bouzarif (8) | | | (A) | | | 820,957 | | | 791,588 | | | 29,369 | | | * |
Alison Trauttmansdorff (9) | | | (A) | | | 100 | | | 100 | | | — | | | — |
Alistair Gordon Ross | | | (D) | | | 9,916 | | | 9,444 | | | 472 | | | * |
Arthur DeMoulas (10) | | | (D) | | | 2,861,266 | | | 2,861,266 | | | — | | | — |
Amanda Flynn | | | (A) | | | 88,551 | | | 88,551 | | | — | | | — |
Andrew Douglass | | | (A)(D) | | | 558,864 | | | 468,802 | | | 90,062 | | | — |
Andrew Williams | | | (A) | | | 325,189 | | | 325,189 | | | — | | | — |
| | | | Securities Beneficially Owned prior to this Offering | | | Securities Offered | | | | | ||||
Names and Addresses(1) | | | Purchase Price | | | Total Class A Common Stock (2) | | | Total Class A Common Stock (2) | | | Total Class A Common Stock (2) | | | Percentage |
Antonia Filmer | | | (A) | | | 69,368 | | | 69,368 | | | — | | | — |
Antonio Casal and Ana Isabel Living Trust (11) | | | (A) | | | 597,513 | | | 587,588 | | | 9,925 | | | * |
Asadel Investments LLC (12) | | | (D) | | | 35,752 | | | 34,334 | | | 1,418 | | | * |
Babylon Enterprises Holdings Ltd. (13) | | | (D) | | | 32,618 | | | 32,618 | | | — | | | — |
Barbara Warga | | | (A) | | | 160,894 | | | 156,758 | | | 4,136 | | | * |
Bertrand Grabowski (14) | | | (B) | | | 12,500 | | | 12,500 | | | — | | | — |
Brad Lackey | | | (A) | | | 183,992 | | | 152,062 | | | 31,930 | | | * |
Brian Neiman | | | (A) | | | 98,684 | | | 93,760 | | | 4,924 | | | * |
Brian Pierson | | | (A) | | | 241,939 | | | 241,939 | | | — | | | — |
Brittany Cook | | | (A) | | | 156,266 | | | 156,266 | | | — | | | — |
Brodie L. Cobb (15) | | | (A) | | | 1,972,891 | | | 1,928,697 | | | 44,194 | | | * |
Brooke Connell | | | (A) | | | 1,055,302 | | | 1,014,667 | | | 40,635 | | | * |
Brugler Family Trust (16) | | | (A) | | | 848,832 | | | 823,203 | | | 25,629 | | | — |
Carl H. Tiedemann Irrevocable Trust (17) | | | (A) | | | 2,174,556 | | | 2,118,652 | | | 55,904 | | | * |
Carlos Mejia | | | (A) | | | 7,459 | | | 7,297 | | | 162 | | | * |
CFT Assets Limited (18) | | | (A) | | | 252,756 | | | 246,790 | | | 5,966 | | | * |
Pangaea Three-B, LP (19) | | | (B)(C)(D) | | | 6,517,759 | | | 6,413,721 | | | 104,038 | | | * |
Charles Filmer | | | (A) | | | 74,351 | | | 74,351 | | | — | | | — |
Charles Hamilton | | | (A) | | | 112,677 | | | 112,677 | | | — | | | — |
Christian Camenzind | | | (D) | | | 114,449 | | | 114,449 | | | — | | | — |
Christine Zhao (20) | | | (A) | | | 100 | | | 100 | | | — | | | — |
CHT Fam Tst Ar 3rd fbo C Hans Tiedemann (21) | | | (A) | | | 654,228 | | | 640,437 | | | 13,791 | | | * |
CHT Fam Tst Ar 3rd fbo Leigh Tiedemann (22) | | | (A) | | | 652,006 | | | 638,215 | | | 13,791 | | | * |
CHT Fam Tst Ar 3rd fbo Mark Tiedemann (23) | | | (A) | | | 559,171 | | | 546,814 | | | 12,357 | | | * |
CI Partners, Ltd (24) | | | (D) | | | 595,894 | | | 572,253 | | | 23,641 | | | * |
Clara Bullrich | | | (A) | | | 209,426 | | | 209,426 | | | — | | | * |
Colin Carter | | | (A) | | | 1,059,865 | | | 941,919 | | | 117,946 | | | * |
Craig Smith | | | (A) | | | 2,368,048 | | | 2,331,788 | | | 36,260 | | | * |
Daniel Karp (25) | | | (B) | | | 12,500 | | | 12,500 | | | — | | | — |
David Dove Irrevocable Trust (26) | | | (A) | | | 186,190 | | | 181,888 | | | 4,302 | | | * |
David Ferry | | | (D) | | | 47,670 | | | 45,779 | | | 1,891 | | | * |
Delfinco, LP (27) | | | (D) | | | 357,536 | | | 343,351 | | | 14,185 | | | * |
Dollar Mountain LLC (28) | | | (A) | | | 210,565 | | | 205,053 | | | 5,512 | | | * |
Doodad Inc. (29) | | | (D) | | | 35,752 | | | 34,334 | | | 1,418 | | | * |
Drew Figdor | | | (A) | | | 10,029,963 | | | 9,771,396 | | | 258,567 | | | * |
Duncan Chase Brugler 2021 GST Trust (30) | | | (A) | | | 95,878 | | | 93,760 | | | 2,118 | | | * |
Edward Lazar | | | (A) | | | 14,446 | | | 14,446 | | | — | | | — |
Eleanor Phipps Price (31) | | | (D) | | | 303,679 | | | 284,646 | | | 19,033 | | | * |
| | | | Securities Beneficially Owned prior to this Offering | | | Securities Offered | | | | | ||||
Names and Addresses(1) | | | Purchase Price | | | Total Class A Common Stock (2) | | | Total Class A Common Stock (2) | | | Total Class A Common Stock (2) | | | Percentage |
Elias Diaz Sese (32) | | | (B) | | | 25,000 | | | 25,000 | | | — | | | — |
Elliot Shave | | | (A) | | | 156,965 | | | 156,965 | | | — | | | — |
Emarma Corporation (33) | | | (D) | | | 457,802 | | | 457,802 | | | — | | | — |
Provision (34) | | | (D) | | | 178,767 | | | 171,675 | | | 7,092 | | | * |
Evers Family Trust (35) | | | (A) | | | 159,797 | | | 156,266 | | | 3,531 | | | * |
Evers Revocable Trust (36) | | | (A) | | | 391,606 | | | 382,952 | | | 8,654 | | | * |
Ferreri-Hackett Trust (37) | | | (A) | | | 408,328 | | | 375,275 | | | 33,053 | | | — |
Richard M. Ferry Survivor’s Trust (FKA Ferry Trust) (38) | | | (D) | | | 476,715 | | | 457,802 | | | 18,913 | | | — |
Frances Daniels | | | (A) | | | 1,014,653 | | | 992,231 | | | 22,422 | | | * |
Frederick Brooks | | | (A) | | | 107,252 | | | 107,252 | | | — | | | — |
George Sophocles | | | (A) | | | 710,840 | | | 572,458 | | | 138,382 | | | * |
Gideon Kong | | | (A) | | | 12,217 | | | 12,217 | | | — | | | - |
Global Goldfield Limited (39) | | | (A) | | | 10,426,163 | | | 10,180,060 | | | 246,103 | | | * |
Gough Investments Limited (40) | | | (A) | | | 265,409 | | | 265,409 | | | - | | | - |
Grace Crandall | | | (A) | | | 115,477 | | | 109,418 | | | 6,059 | | | * |
Hayes A. Roberts Trust U/D/D July 7, 2021 (41) | | | (A) | | | 546,846 | | | 533,262 | | | 13,584 | | | * |
IlWaddi Cayman Holdings (42) | | | (A)(D) | | | 17,933,265 | | | 17,254,687 | | | 678,578 | | | * |
Isip 2012 Legacy Trust (43) | | | (D) | | | 119,177 | | | 114,449 | | | 4,728 | | | * |
J. Edmonds Bafford | | | (A) | | | 78,062 | | | 78,062 | | | - | | | - |
J.D. Power Family Limited Partnership (44) | | | (D) | | | 357,536 | | | 343,351 | | | 14,185 | | | * |
Jacob Dann Zlot 2021 GST Trust (45) | | | (A) | | | 106,531 | | | 104,177 | | | 2,354 | | | * |
James Bertles Revocable Trust (46) | | | (A) | | | 780,201 | | | 740,187 | | | 40,014 | | | * |
Jed Emerson (47) | | | (A) | | | 17,378 | | | 100 | | | 17,278 | | | - |
Jason Matthew Brown | | | (D) | | | 196,644 | | | 188,843 | | | 7,801 | | | * |
Jennifer Ayer | | | (A) | | | 88,551 | | | 88,551 | | | — | | | — |
Jennifer Johnson Eagle (48) | | | (D) | | | 477,156 | | | 457,800 | | | 18,913 | | | * |
Jerome Deren | | | (A) | | | 568,578 | | | 555,882 | | | 12,696 | | | * |
John Carbine | | | (A) | | | 36,360 | | | 36,360 | | | — | | | — |
John White | | | (A) | | | 215,990 | | | 215,990 | | | — | | | — |
Jonathan Elkington | | | (A) | | | 544,457 | | | 544,457 | | | — | | | — |
Jonathan Goodwin | | | (A) | | | 954,518 | | | 949,330 | | | 5,188 | | | * |
Jorge Reganha | | | (A) | | | 19,944 | | | 16,090 | | | 3,854 | | | * |
Jose Remy | | | (A) | | | 209,426 | | | 209,426 | | | — | | | — |
Joseph Melican | | | (A) | | | 385,460 | | | 385,460 | | | — | | | — |
Joseph Marion Molina, M.D., Separate Property Trust (49) | | | (D) | | | 834,252 | | | 801,154 | | | 33,098 | | | * |
| | | | Securities Beneficially Owned prior to this Offering | | | Securities Offered | | | | | ||||
Names and Addresses(1) | | | Purchase Price | | | Total Class A Common Stock (2) | | | Total Class A Common Stock (2) | | | Total Class A Common Stock (2) | | | Percentage |
Joshua Green | | | (A) | | | 13,552 | | | 13,552 | | | — | | | — |
Julian Culhane | | | (A) | | | 239,348 | | | 222,920 | | | 16,428 | | | * |
Julian Edwards | | | (D) | | | 595,894 | | | 572,253 | | | 23,641 | | | * |
Julie Dunnington | | | (A) | | | 35,573 | | | 35,573 | | | — | | | — |
Katherine Anna Abrat | | | (D) | | | 11,916 | | | 11,444 | | | 472 | | | * |
Kelly Nicole Brugler 2021 GST Trust (50) | | | (A) | | | 95,878 | | | 93,760 | | | 2,118 | | | * |
Kenneth Costa | | | (A) | | | 59,548 | | | 59,548 | | | — | | | — |
Kenton Fine (51) | | | (A) | | | 57,132 | | | — | | | — | | | — |
Kesheru Trust II FBO Cain Gillespie (52) | | | (D) | | | 8,938 | | | 8,583 | | | 355 | | | * |
Kesheru Trust II FBO Gary Ressler (53) | | | (D) | | | 8,938 | | | 8,583 | | | 355 | | | * |
Kevin Moran (54) | | | (A) | | | 973,798 | | | 928,023 | | | 45,775 | | | * |
Kimberly Evans | | | (A) | | | 482,866 | | | 482,866 | | | — | | | — |
Kudu Investments LLC (55) | | | (A) | | | 3,468,885 | | | 3,468,885 | | | — | | | — |
Laurie A. Birrittella (56) | | | (A) | | | 1,308,403 | | | 1,238,374 | | | 70,029 | | | * |
Leslie T. Merrick 2012 Irrevocable Trust (57) | | | (A) | | | 9,899 | | | 9,899 | | | — | | | — |
Leslie Tuftin Trust Est. 04/19/2010 (58) | | | (D) | | | 297,947 | | | 286,126 | | | 11,821 | | | * |
Luxac S.à r.l. (59) | | | (A) | | | 380,027 | | | 380,027 | | | — | | | — |
Mark Cunningham | | | (D) | | | 86,981 | | | 86,981 | | | — | | | — |
Mark DeVries | | | (A) | | | 88,551 | | | 88,551 | | | — | | | — |
Mercury Exploration Company (60) | | | (A) | | | 256,767 | | | 251,093 | | | 5,674 | | | * |
Michael Brady | | | (A) | | | 532,294 | | | 532,294 | | | — | | | — |
Michael Fastert | | | (A) | | | 1,261,931 | | | 1,261,931 | | | — | | | — |
Michael Tiedemann (61) | | | (A) | | | 12,477,103 | | | 12,194,733 | | | 282,370 | | | * |
Michael Capasso | | | (D) | | | 5,736 | | | 5,500 | | | 236 | | | * |
Myles R. Birrittella | | | (A) | | | 384,839 | | | 384,839 | | | — | | | — |
Navarino Associates Ltd. (62) | | | (A) | | | 434,718 | | | 434,718 | | | — | | | — |
Neil Beaton | | | (A) | | | 123,458 | | | 123,458 | | | — | | | — |
Nelson Bowers | | | (A) | | | 96,329 | | | 96,329 | | | — | | | — |
Nicholas A. Merrick 2012 Irrevocable Trust (63) | | | (A) | | | 8,852 | | | 8,852 | | | — | | | — |
NKC Cygnus LLC (64) | | | (D) | | | 607,823 | | | 579,453 | | | 28,370 | | | * |
Noah Morris Zlot 2021 GST Trust (65) | | | (A) | | | 106,531 | | | 104,177 | | | 2,354 | | | * |
Paul Gleize | | | (A) | | | 78,749 | | | 78,749 | | | — | | | — |
Paul S. Michaels (66) | | | (D) | | | 595,894 | | | 572,253 | | | 23,641 | | | * |
Philip G. Satre and Jennifer A. Satre Family Revocable Trust (67) | | | (D) | | | 297,947 | | | 286,126 | | | 11,821 | | | * |
| | | | Securities Beneficially Owned prior to this Offering | | | Securities Offered | | | | | ||||
Names and Addresses(1) | | | Purchase Price | | | Total Class A Common Stock (2) | | | Total Class A Common Stock (2) | | | Total Class A Common Stock (2) | | | Percentage |
Qualified Domestic Trust fbo Kari Tiedemann under Carl H. Tiedemann Irrevocable Trust (68) | | | (A) | | | 94,324 | | | 91,899 | | | 2,425 | | | * |
Ressler Family Trust (69) | | | (D) | | | 35,752 | | | 34,334 | | | 1,418 | | | * |
Ricardo de la Serna | | | (A) | | | 209,426 | | | 209,426 | | | — | | | — |
Richard Insley | | | (A) | | | 818,567 | | | 791,755 | | | 26,812 | | | * |
Richard Nye | | | (A) | | | 143,842 | | | 143,842 | | | — | | | — |
Richard Russell (70) | | | (D) | | | 120,359 | | | 114,449 | | | 5,910 | | | * |
Robert Burton | | | (A) | | | 57,188 | | | 55,129 | | | 2,059 | | | * |
Robert Morris (71) | | | (A)(D) | | | 843,732 | | | 813,784 | | | 29,948 | | | * |
Robert Weeber (72) | | | (A) | | | 1,163,518 | | | 1,089,326 | | | 74,192 | | | * |
RT Management LLC (73) | | | (A) | | | 2,318,839 | | | 2,267,597 | | | 51,242 | | | * |
Russell Family Foundation (74) | | | (D) | | | 119,177 | | | 114,449 | | | 4,728 | | | * |
Samantha Dean | | | (A) | | | 127,051 | | | 127,051 | | | — | | | — |
Samuel Wolf Zlot 2021 GST Trust (75) | | | (A) | | | 106,531 | | | 104,177 | | | 2,354 | | | * |
Shabad Thadani | | | (D) | | | 8,937 | | | 8,583 | | | 354 | | | * |
Simon Lee | | | (A) | | | 215,890 | | | 215,890 | | | — | | | — |
Someday Soon, LLC (76) | | | (D) | | | 178,767 | | | 171,675 | | | 7,092 | | | * |
Sophie Rowney | | | (A) | | | 32,193 | | | 32,193 | | | — | | | — |
Spiros Maliagros (77) | | | (A) | | | 4,437,698 | | | 4,314,413 | | | 123,285 | | | * |
Spurlock Family Revocable Trust (78) | | | (D) | | | 417,125 | | | 400,576 | | | 16,549 | | | * |
Stephen D. Scott | | | (A) | | | 130,481 | | | 127,598 | | | 2,883 | | | * |
Stephen J. Aucamp Revocable Trust (79) | | | (A) | | | 349,414 | | | 322,831 | | | 26,583 | | | * |
Steven Blakey | | | (D) | | | 97,855 | | | 97,855 | | | — | | | — |
Steven Tangredi | | | (A) | | | 25,144 | | | 25,144 | | | — | | | — |
Storehouse Investment Management, LLC (80) | | | (D) | | | 119,177 | | | 114,449 | | | 4,728 | | | * |
Stuart Davies | | | (A) | | | 90,659 | | | 90,659 | | | — | | | — |
Gough Investments Limited (81) | | | (A) | | | 23,500 | | | 23,500 | | | — | | | — |
Teresa Wells | | | (A) | | | 149,282 | | | 149,282 | | | — | | | — |
Thomas H. Walker | | | (D) | | | 178,767 | | | 171,675 | | | 7,092 | | | * |
Tower Pension Trustee Ltd as trustee of the Ken Costa SIPP (106517) (82) | | | (A) | | | 672,525 | | | 672,525 | | | — | | | — |
ULB Security Trust (83) | | | (D) | | | 8,938 | | | 8,583 | | | 355 | | | * |
West Bay Capital, LLC (84) | | | (A) | | | 130,997 | | | 128,102 | | | 2,895 | | | * |
William H. Donaldson | | | (A) | | | 186,029 | | | 181,918 | | | 4,111 | | | * |
William Lamm | | | (A) | | | 285,306 | | | 274,112 | | | 11,194 | | | — |
William S. Price III Revocable Trust (85) | | | (A)(D) | | | 152,717 | | | 147,042 | | | 5,675 | | | * |
| | | | Securities Beneficially Owned prior to this Offering | | | Securities Offered | | | | | ||||
Names and Addresses(1) | | | Purchase Price | | | Total Class A Common Stock (2) | | | Total Class A Common Stock (2) | | | Total Class A Common Stock (2) | | | Percentage |
WRG, ALV, LLC (86) | | | (A) | | | 924,716 | | | 906,596 | | | 18,120 | | | * |
Yelverton Revocable Trust (87) | | | (A) | | | 694,891 | | | 678,413 | | | 16,478 | | | * |
Yves—André Istel | | | (A) | | | 431,894 | | | 420,995 | | | 10,899 | | | * |
Zedra Trust Company (Guernsey) Limited (88) | | | (A) | | | 2,100,000 | | | 2,100,000 | | | — | | | — |
Zlot Family Trust (89) | | | (A) | | | 939,390 | | | 918,631 | | | 20,759 | | | * |
† | Assumes the sale of all shares offered in this prospectus. |
* | Indicates beneficial ownership of less than 1%. |
(1) | Unless otherwise noted, the business address of each of those listed in the table above is 520 Madison Avenue, 26th Floor, New York, NY 10022. |
(2) | Each Class B Unit of Umbrella is paired with a share of Class B Common Stock. Pursuant to the Umbrella LLC Agreement, on certain designated exchange dates, a Class B Paired Interest is exchangeable 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 Class B Paired Interests pursuant to the Umbrella LLC Agreement, the shares of Class B Common Stock included in Class B Paired Interests will automatically be canceled and the Class B Common Units included in Class B Paired Interests shall be automatically transferred to us and converted into and become an equal number of Class A Common Units in Umbrella. |
(3) | Robert E. Critchfield and Mark Holcomb are the trustees of the 1998 Dion R. Rurik Family Trust and may be deemed to have beneficial ownership of such securities. However, each of Mr. Critchfield and Mr. Holcomb disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(4) | Robert E. Critchfield and Mark Holcomb are the trustees of the 1998 George F. Russell Jr. Family Trust and may be deemed to have beneficial ownership of such securities. However, each of Mr. Critchfield and Mr. Holcomb disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(5) | Robert E. Critchfield and Mark Holcomb are the trustees of the 1998 Sarah J. Cavanaugh Family Trust and may be deemed to have beneficial ownership of such securities. However, each of Mr. Critchfield and Mr. Holcomb disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(6) | Dennis Ginsburg is the trustee of the ABG Security Trust and may be deemed to have beneficial ownership of such securities. However, Mr. Ginsburg disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(7) | Alexis Galen Brugler 2021 GST Trust was a TWMH Member. Chris Dauer is the trustee of the Alexis Galen Brugler 2021 GST Trust and may be deemed to have beneficial ownership of such securities. However, Mr. Dauer disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(8) | Mr. Bouzarif serves as a director of the Company. |
(9) | Ms. Trauttmansdorff is our former Chief Human Resources Officer. |
(10) | Includes 572,253 shares of Class A Common Stock held by the JG & S Family Revocable Trust and 2,289,013 Shares of Class A Common Stock held by JG&S GRAT Remainder Trust. Arthur DeMoulas is the investment advisor of JG & S Family Revocable Trust and may be deemed to have beneficial ownership of such securities. However, Mr. DeMoulas disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. Arthur DeMoulas is the trustee of JG&S GRAT Remainder Trust and may be deemed to have beneficial ownership of such securities. However, Mr. DeMoulas disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(11) | The Antonio Casal and Ana Isabel Living Trust was a TWMH Member. Antonio Casal is the trustee of the Antonio Casal and Ana Isabel Living Trust and may be deemed to have beneficial ownership of such securities. |
(12) | Uri Benhamron is the manager of Asadel Investments LLC and may be deemed to have beneficial ownership of such securities. However, Mr. Benhamron disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(13) | Chasseral (Directors) Limited is the corporate director of Babylon Enterprises Holdings Ltd. and is controlled by Stonehage Fleming Group. Each of Chasseral (Directors Limited) and Stonehage Fleming Group may be deemed to have beneficial ownership of such securities. |
(14) | Mr. Grabowski served as a director of Cartesian prior to the Business Combination. |
(15) | Includes 578,684 shares of Class A Common Stock held by the Cobb Descendants Insurance Trust and 357,782 shares of Class A Common Stock held by Cobb Partners. The Cobb Descendants Insurance Trust was a TWMH Member. Brodie L. Cobb is the trustee of the Cobb Descendants Insurance Trust and may be deemed to have beneficial ownership of such securities. Cobb Partners was a TWMH Member. Brodie L. Cobb is the general partner of Cobb Partners and may be deemed to have beneficial ownership of such securities. |
(16) | Brugler Family Trust was a TWMH Member. Bruce Brugler is the trustee of Brugler Family Trust and may be deemed to have beneficial ownership of such securities. |
(17) | Tiedemann Trust Company is the trustee of the Carl H. Tiedemann Irrevocable Trust and holds voting and dispositive power over such securities. Hayes A. Roberts is the managing director of Tiedemann Trust Company and may be deemed to have beneficial ownership of such securities. However, Mr. Roberts disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(18) | CFT Assets Limited is wholly-owned by the Cain Family Trust. Reliance Trust Company SA is the trustee of the Cain Family Trust and may be deemed to have beneficial ownership of such securities. |
(19) | Consists of (i) 3,533,605 shares of Class A Common Stock held by the CGC Sponsor LLC (the “Sponsor”), and (ii) 2,984,154 shares of Class A Common Stock held by Pangaea Three-B, LP (“Pangaea”), the sole member of the Sponsor. Pangaea is the sole member of the Sponsor, and both the Sponsor and Pangaea are controlled by Peter Yu. Consequently, each of Pangaea and Mr. Yu may be deemed to share voting and dispositive control over the securities held by the Sponsor and thus to share beneficial ownership of such securities, and Mr. Yu may be deemed to share voting and dispositive control over the securities held by the Sponsor and Pangaea and thus to share beneficial ownership of such securities. Mr. Yu disclaims beneficial ownership of the securities held by the Sponsor and Pangaea, except to the extent of his pecuniary interest therein. The business address of Pangaea is 505 Fifth Avenue, 15th Floor, New York, NY 10017. |
(20) | Ms. Zhao is our former Chief Financial Officer. |
(21) | The CHT Fam Tst Ar 3rd fbo C Hans Tiedemann was a TWMH Member. Tiedemann Trust Company is the trustee of the CHT Fam Tst Ar 3rd fbo C Hans Tiedemann and holds voting and dispositive power over such securities. Hayes A. Roberts is the managing director of Tiedemann Trust Company and may be deemed to have beneficial ownership of such securities. However, Mr. Roberts disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(22) | The CHT Fam Tst Ar 3rd fbo Leigh Tiedemann was a TWMH Member. Tiedemann Trust Company is the trustee of the CHT Fam Tst Ar 3rd fbo Leigh Tiedemann and holds voting and dispositive power over such securities. Hayes A. Roberts is the managing director of Tiedemann Trust Company and may be deemed to have beneficial ownership of such securities. However, Mr. Roberts disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(23) | The CHT Fam Tst Ar 3rd fbo Mark Tiedemann was a TWMH Member. Tiedemann Trust Company is the trustee of the CHT Fam Tst Ar 3rd fbo Mark Tiedemann and holds voting and dispositive power over such securities. Hayes A. Roberts is the managing director of Tiedemann Trust Company and may be deemed to have beneficial ownership of such securities. However, Mr. Roberts disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(24) | CI Partners, Ltd. was a TWMH Member. CIP, LLC is the general partner of CI Partners, Ltd. and holds voting and dispositive power over such securities. Ed Campbell is the president of CIP, LLC and may be deemed to have beneficial ownership of such securities. However, Mr. Campbell disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(25) | Mr. Karp served as a director of Cartesian prior to the Business Combination. |
(26) | The David Dove Irrevocable Trust was a TWMH Member. Leigh Tiedemann is the beneficiary of the David Dove Irrevocable Trust and may be deemed to have beneficial ownership of such securities. |
(27) | Delfinco GP, LLC is the general partner of Delfinco, LP and holds voting and dispositive power over such securities. Annette M. Madison is the chief executive officer of Delfinco GP, LLC and may be deemed to have beneficial ownership of such securities. However, Ms. Madison disclaims beneficial ownership of such securities, except to the extent of her pecuniary interest therein, if any. |
(28) | Dollar Mountain LLC was a TWMH Member. Brad Harrison is the managing member of Dollar Mountain LLC and may be deemed to have beneficial ownership of such securities. |
(29) | Danya Lindenfeld is the vice president of Doodad Inc. and may be deemed to have beneficial ownership of such securities. However, Ms. Lindenfeld disclaims beneficial ownership of such securities, except to the extent of her pecuniary interest therein, if any. |
(30) | The Duncan Chase Brugler 2021 GST Trust was a TWMH Member. Chris Dauer is the trustee of the Duncan Chase Brugler 2021 GST Trust and may be deemed to have beneficial ownership of such securities. However, Mr. Dauer disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(31) | Includes 228,900 shares of Class A Common Stock held by the Eleanor Phipps Price Revocable Trust and 55,746 shares of Class A Common Stock held by the Christopher D. Towt Revocable Trust. Eleanor Phipps Price is the trustee of the Eleanor Phipps Price Revocable Trust and may be deemed to have beneficial ownership of such securities. Christopher Towt is the trustee of the Christopher D. Towt Revocable Trust and may be deemed to have beneficial ownership of such securities. |
(32) | Mr. Sese served as a director of Cartesian prior to the Business Combination. |
(33) | Wesley Roitman is the director of Emarma Corporation and may be deemed to have beneficial ownership of such securities. However, Mr. Roitman disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(34) | Eric Russell is the president of Provision and may be deemed to have beneficial ownership of such securities. However, Mr. Russell disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(35) | Evers Family Trust was a TWMH Member. Benington Evers is the trustee of the Evers Family Trust and may be deemed to have beneficial ownership of such securities. |
(36) | Evers Revocable Trust was a TWMH Member. William Evers is the trustee of the Evers Revocable Trust and may be deemed to have beneficial ownership of such securities. |
(37) | Ferreri-Hackett Trust was a TWMH Member. Pablo Ferreri is the trustee of the Ferreri-Hackett Trust and may be deemed to have beneficial ownership of such securities. |
(38) | Richard Ferry is the trustee of the Richard M. Ferry Survivor’s Trust (formerly known as the Ferry Trust) and may be deemed to have beneficial ownership of such securities. |
(39) | The sole owner of GGL is Jaywell. The sole owner of Jaywell is Avanda. The sole owner of Avanda is Peterson. The sole owner of Peterson is Sai Hong Yeung. Accordingly, each of Jaywell, Avanda, Peterson and Mr. Yeung may be deemed to have beneficial ownership of the shares held directly by GGL. The business address of GGL, Jaywell, Avanda, Peterson and Mr. Yeung is 22/F South China Building, 1-3 Wyndham Street, Central, Hong Kong. |
(40) | Benjamin T. Gough is the shareholder of Gough Investments Limited and may be deemed to have beneficial ownership of such securities. However, Mr. Gough disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(41) | Hayes A. Roberts is the trustee of Hayes A. Roberts Trust U/D/D July 7, 2021 and may be deemed to have beneficial ownership of such securities. |
(42) | H.E. Sheikh Jassim Abdulaziz J.H. Al-Thani is the sole owner of ilWaddi. Accordingly, Mr. Al-Thani may be deemed to have beneficial ownership of the shares held directly by ilWaddi. The business address of ilWaddi and Mr. Al-Thani is c/o Geller Advisors, 909 Third Avenue, New York, NY 10022. |
(43) | Rene Isip and Deborah Isip are the trustees of the Isip 2012 Legacy Trust and may be deemed to have beneficial ownership of such securities. |
(44) | Jamey Power is the chief executive officer of J.D. Power Family Limited Partnership and may be deemed to have beneficial ownership of such securities. |
(45) | The Jacob Dann Zlot 2021 GST Trust was a TWMH Member. Zach Rubin is the trustee of the Jacob Dann Zlot 2021 GST Trust and may be deemed to have beneficial ownership of such securities. However, Mr. Rubin disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(46) | The James Bertles Revocable Trust was a TWMH Member. James Bertles is the trustee of the James Bertles Revocable Trust and may be deemed to have beneficial ownership of such securities. |
(47) | Mr. Emerson serves as our Chief Impact Officer. |
(48) | Includes 228,900 shares of Class A Common Stock held by the Jennifer John Eagle Trust FBO John Robert Eagle and 228,900 shares of Class A Common Stock held by the John Robert Eagle Trust FBO Jennifer John Eagle. Jennifer Eagle is the trustee of the Jennifer John Eagle Trust FBO John Robert Eagle and may be deemed to have beneficial ownership of such securities. John Eagle is the trustee of the John Robert Eagle Trust FBO Jennifer John Eagle and may be deemed to have beneficial ownership of such securities. |
(49) | Joseph Molina is the trustee of the Joseph Marion Molina, M.D., Separate Property Trust and may be deemed to have beneficial ownership of such securities. |
(50) | The Kelly Nicole Brugler 2021 GST Trust was a TWMH Member. Chris Dauer is the trustee of the Kelly Nicole Brugler 2021 GST Trust and may be deemed to have beneficial ownership of such securities. However, Mr. Dauer disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(51) | Includes shares of Class A Common Stock held by GSH Holding 8 GMBH and by GSH Holding 9 GMBH. Kenton Fine is the director of GSH Holding 8 GmbH and may be deemed to have beneficial ownership of such securities. Kenton Fine is the director of GSH Holding 9 GmbH and may be deemed to have beneficial ownership of such securities. |
(52) | Tilia Trust Company is the trustee of the Kesheru Trust II FBO Cain Gillespie. Uri Benhamron is the managing director of the Tilia Trust Company and may be deemed to have beneficial ownership of such securities. However, Mr. Benhamron disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(53) | Tilia Trust Company is the trustee of the Kesheru Trust II FBO Gary Ressler. Uri Benhamron is the managing director of the Tilia Trust Company and may be deemed to have beneficial ownership of such securities. However, Mr. Benhamron disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(54) | Mr. Moran serves as our President and Chief Operating Officer. |
(55) | Kudu Investment US, LLC is a subsidiary of, and ultimately controlled by, White Mountains Insurance Group, Ltd., a public company incorporated in Bermuda, which may be deemed to have beneficial ownership of such securities. |
(56) | Ms. Birrittella serves as our Chief People Officer. |
(57) | The Leslie T. Merrick 2012 Irrevocable Trust was a TWMH Member. Leslie T. Merrick is the trustee of the Leslie T. Merrick 2012 Irrevocable Trust and may be deemed to have beneficial ownership of such securities. |
(58) | The Leslie Tuftin Trust Est. 04/19/2010 was a TWMH Member. Leslie Tuftin is the trustee of the Leslie Tuftin Trust Est. 04/19/2010 and may be deemed to have beneficial ownership of such securities. |
(59) | Antonio Champalimaud and Stephene Hepineuze are the shareholders of Luxac S.à r.l. and may be deemed to have beneficial ownership of such securities. However, each of Mr. Champalimaud and Hepineuze disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(60) | Glenn Darden is the chairman of Mercury Exploration Company and may be deemed to have beneficial ownership of such securities. However, Mr. Darden disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(61) | Mr. Tiedemann serves as our Chief Executive Officer and a director of the Company. Includes 3,055,708 shares of Class A Common Stock held by the Michael Glenn Tiedemann 2012 Delaware Trust, 2,070,954 shares of Class A Common Stock held by Chauncey Close LLC, and 751,387 shares of Class A Common Stock held by the CHT Fam Tst Ar 3rd fbo Michael G. Tiedemann, over each of which Mr. Tiedemann has investment discretion. The CHT Fam Tst Ar 3rd fbo MGT was a TWMH Member. Tiedemann Trust Company is the trustee of the CHT Fam Tst Ar 3rd fbo MGT and the Michael Glenn Tiedemann 2012 Delaware Trust and holds voting and dispositive power over such securities. Hayes A. Roberts is the managing director of Tiedemann Trust Company and may be deemed to have beneficial ownership of such securities. Each of Mr. Roberts and Mr. Tiedemann disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. Chauncey Close, LLC was a TWMH Member. Michael Tiedemann is the managing member of Chauncey Close, LLC and may be deemed to have beneficial ownership of such securities. However, Mr. Tiedemann disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. The principal business address of Michael Glenn Tiedemann 2012 Delaware Trust and the CHT Fam Tst Ar 3rd fbo Michael G. Tiedemann is c/o Tiedemann Trust Company, 200 Bellevue Parkway, Suite 525, Wilmington, DE 19809. |
(62) | James Marler is the president of Navarino Associates Ltd. and may be deemed to have beneficial ownership of such securities. However, Mr. Marler disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(63) | The Nicholas A. Merrick 2012 Irrevocable Trust was a TWMH Member. Nicholas A. Merrick is the trustee of the Nicholas A. Merrick 2012 Irrevocable Trust and may be deemed to have beneficial ownership of such securities. |
(64) | Craig and Kevin Schwanfelder are the managers of NKC Cygnus LLC and may be deemed to have beneficial ownership of such securities. However, each of Craig and Kevin Schwanfelder disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(65) | The Noah Morris Zlot 2021 GST Trust was a TWMH Member. Zach Rubin is the trustee of the Noah Morris Zlot 2021 GST Trust and may be deemed to have beneficial ownership of such securities. However, Mr. Rubin disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(66) | Paul S. Michaels is the trustee of the Paul S. Michaels 1994 Trust and holds voting and dispositive power over such securities. Paul S. Michaels 1994 Trust is a member of CRIBB Investments LLC and holds voting and dispositive power over such securities. Paul S. Michaels is the trustee of the Paul S. Michaels 1994 Trust and may be deemed to have beneficial ownership of such securities. However, Mr. Michaels disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(67) | Philip and Jennifer Satre are the trustees of the Philip G. Satre and Jennifer A. Satre Family Revocable Trust and may be deemed to have beneficial ownership of such securities. |
(68) | The Qualified Domestic Trust fbo Kari Tiedemann is under the Carl H. Tiedemann Irrevocable Trust. Tiedemann Trust Company is the trustee of the Carl H. Tiedemann Irrevocable Trust and holds voting and dispositive power over such securities. Hayes A. Roberts is the managing director of Tiedemann Trust Company and may be deemed to have beneficial ownership of such securities. However, Mr. Roberts disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(69) | Vivien Ressler is the trustee of the Ressler Family Trust and may be deemed to have beneficial ownership of such securities. |
(70) | Includes 114,449 shares of Class A Common Stock held by Clementine Fund. Richard Russell is President of Clementine Fund and holds voting and dispositive power over such securities. Robert E. Critchfield and Mark Holcomb are the trustees of the 1987 Trust for Richard F. Russell & His Descendants and may be deemed to have beneficial ownership of such securities. However, each of Mr. Critchfield and Mr. Holcomb disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(71) | Includes 184,306 shares of Class A Common Stock held by the Robert and Cristina Morris Trust and 629,478 shares of Class A Common Stock held by MPLG LLC. The Robert and Cristina Morris Trust was a TWMH Member. Robert B. Morris III is the trustee of the Robert and Cristina Morris Trust and may be deemed to have beneficial ownership of such securities. Robert Morris is the manager of MPLG LLC and may be deemed to have beneficial ownership of such securities. However, Mr. Morris disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(72) | Includes 17,730 shares of Class A Common Stock and 616,024 shares of Class B Common Stock held by Swartberg Holding 1 AG. Robert Weeber is the director of Swartberg Holding 1 AG and may be deemed to have beneficial ownership of such securities. However, Mr. Weeber disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(73) | RT Management LLC was a TWMH Member. Tim Cavanaugh is the manager of RT Management LLC and may be deemed to have beneficial ownership of such securities. However, Mr. Cavanaugh disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(74) | Kathleen Simpson is the chief executive officer of the Russell Family Foundation and may be deemed to have beneficial ownership of such securities. However, Ms. Simpson disclaims beneficial ownership of such securities, except to the extent of her pecuniary interest therein, if any. |
(75) | The Samuel Wolf Zlot 2021 GST Trust was a TWMH Member. Zach Rubin is the trustee of the Samuel Wolf Zlot 2021 GST Trust and may be deemed to have beneficial ownership of such securities. However, Mr. Rubin disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(76) | Tim Cavanaugh is the manager of Someday Soon, LLC and may be deemed to have beneficial ownership of such securities. However, Mr. Cavanaugh disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(77) | Mr. Maliagros serves as a director of the Company. |
(78) | Steven and Katherine Spurlock are the trustees of the Spurlock Family Revocable Trust and may be deemed to have beneficial ownership of such securities. |
(79) | Stephen J. Aucamp Revocable Trust was a TWMH Member. Stephen J. Aucamp is the trustee of the Stephen J. Aucamp Revocable Trust and may be deemed to have beneficial ownership of such securities. |
(80) | Robert E. Critchfield and Mark Holcomb are the managers of Storehouse Investment Management, LLC and may be deemed to have beneficial ownership of such securities. However, each of Mr. Critchfield and Mr. Holcomb disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(81) | Benjamin T. Gough is the director of Gough Investments Limited and may be deemed to have beneficial ownership of such securities. However, Mr. Gough disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(82) | Simon Tugwell and Yaz Koodabux are shareholders of the Tower Pension Trustee Ltd. as Trustee of the Ken Costa SIPP (106517) and may be deemed to have beneficial ownership of such securities. However, each of Mr. Tugwell and Mr. Koodabux disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(83) | Dennis Ginsburg is the trustee of the ULB Security Trust and may be deemed to have beneficial ownership of such securities. However, Mr. Ginsburg disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(84) | West Bay Capital, LLC was a TWMH Member. Stephen D. Scott is the president of West Bay Capital, LLC and may be deemed to have beneficial ownership of such securities. However, Mr. Scott disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(85) | The William S. Price III Revocable Trust was a TWMH Member. William S. Price is the president of the William S. Price III Revocable Trust and may be deemed to have beneficial ownership of such securities. |
(86) | Trent Dawson is the shareholder of WRG, ALV, LLC and may be deemed to have beneficial ownership of such securities. However, Mr. Dawson disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. |
(87) | The Yelverton Revocable Trust was a TWMH Member. Michael Yelverton is the trustee of the Yelverton Revocable Trust and may be deemed to have beneficial ownership of such securities. |
(88) | Zedra Trust Company (Guernsey) Limited is the trustee of the Alvarium Investments Limited Employee Benefit Trust and may be deemed to have beneficial ownership of such securities. |
(89) | The Zlot Family Trust was a TWMH Member. Jeff Zlot is the trustee of the Zlot Family Trust and may be deemed to have beneficial ownership of such securities. |
(A) | Includes shares of Class A Common Stock, issued in connection with the Business as merger consideration, for no additional cash consideration. |
(B) | Includes shares of Class A Common Stock issued in a private placement in connection with Initial Public Offering for a purchase price of $0.003 per share. |
(C) | Includes shares of Class A Common Stock purchased on the open market at various market prices. |
(D) | Includes shares of Class A Common Stock purchased at the closing of the Business Combination by the PIPE Investors under the Subscription Agreements for a purchase price of $9.80 per share. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter distribution in accordance with the rules of Nasdaq; |
• | through trading plans entered into by a Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | to or through underwriters or broker-dealers, including the resale by any such broker-dealers for its own account; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | in short sales; |
• | in privately negotiated transactions; |
• | in the writing or settlement of options or other hedging transactions; |
• | through the distribution of the securities by any Selling Securityholder to its partners, members or stockholders; |
• | through an exchange distribution in accordance with the rules of the applicable exchange; |
• | through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable law. |
• | the Sponsor or our directors and officers; |
• | banks and other financial institutions or financial services entities; |
• | broker-dealers; |
• | taxpayers that that are subject to the mark-to-market method of accounting; |
• | tax-exempt entities; |
• | qualified foreign pension plans; |
• | governments or agencies or instrumentalities thereof; |
• | insurance companies; |
• | regulated investment companies or real estate investment trusts; |
• | expatriates or former long-term residents of the United States; |
• | persons that actually or constructively own five percent or more of our voting shares or five percent or more of the total value of any class of our shares; |
• | persons that acquired our securities pursuant to an exercise of employee stock options or upon payout of a restricted stock unit, in connection with employee stock incentive plans or otherwise as compensation or in connection with the performance of services; |
• | persons that hold shares of Class A Common Stock as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; |
• | U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; |
• | controlled foreign corporations; and |
• | passive foreign investment companies. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity taxable as a corporation) organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (as defined in the Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under Treasury Regulations to be treated as a U.S. person. |
• | Our Annual Report on Form 10-K for the year ended December 31, 2023 (as filed with the SEC on March 22, 2024); |
• | Our Amendment No. 1 to Form 10-K for the year ended December 31, 2023 (as filed with the SEC on April 5, 2024); |
• | Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 (as filed with the SEC on May 10, 2024); |
• | Our Current Reports on Form 8-K filed with the SEC on April 1, 2024 and May 9, 2024 (other than information furnished rather than filed); and |
• | The description of our Class A Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on December 27, 2022 pursuant to Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description. |
Item 14. | Other Expenses of Issuance and Distribution. |
| | Amount | |
SEC registration fee | | | $133,305* |
Accounting fees and expenses | | | 152,150* |
Legal fees and expenses | | | 200,000* |
Financial printing and miscellaneous expenses | | | 325,000* |
Total expenses | | | $810,455* |
* | Previously paid. |
Item 15. | Indemnification of Directors and Officers. |
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | Exhibits. |
Exhibit Number | | | Description of Exhibit |
| | Amended and Restated Business Combination Agreement, dated October 25, 2022 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed October 26, 2022). | |
| | Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 9, 2023). | |
| | Certificate of Ownership and Merger of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed April 19, 2023). | |
| | Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Company’s Amendment No. 1 to Form 10-K filed April 5, 2024). | |
| | Amended and Restated Warrant Agreement, dated January 3, 2023, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed January 9, 2023). | |
| | Amendment No. 1 to Amended and Restated Warrant Agreement, dated June 7, 2023, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 7, 2023). | |
| | Opinion of Goodwin Procter. | |
| | Consent of KPMG LLP. | |
| | Consent of Goodwin Procter LLP (included as part of Exhibit 5.1). | |
| | Filing Fee Table |
* | Previously filed. |
** | Filed herewith. |
† | The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request. |
# | Indicates a management contract or compensatory plan |
(b) | Financial Statement Schedules. |
Item 17. | Undertakings. |
(1) | to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (i), (ii) and (iii) do not apply if the registration statement is on Form S-1 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement; |
(2) | that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; |
(3) | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; |
(4) | that, for the purpose of determining liability under the Securities Act to any purchaser: |
(5) | that, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(a) | any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(b) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(c) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and |
(d) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| | | | AlTi Global, Inc. | ||
| | | | |||
| | By: | | | /s/ Michael Tiedemann | |
| | Name: | | | Michael Tiedemann | |
| | Title: | | | Chief Executive Officer |
Signature | | | Title | | | Date |
| | | | |||
/s/ Michael Tiedemann | | | Chief Executive Officer and Director (Principal Executive Officer) | | | May 13, 2024 |
Michael Tiedemann | | |||||
| | | | |||
/s/ Stephen Yarad | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | May 13, 2024 |
Stephen Yarad | | |||||
| | | | |||
/s/ Ali Bouzarif | | | Director | | | May 13, 2024 |
Ali Bouzarif | | |||||
| | | | |||
/s/ Norma Corio | | | Director | | | May 13, 2024 |
Norma Corio | | |||||
| | | | |||
/s/ Nancy Curtin | | | Director | | | May 13, 2024 |
Nancy Curtin | | |||||
| | | | |||
/s/ Timothy Keaney | | | Director | | | May 13, 2024 |
Timothy Keaney | | |||||
| | | | |||
/s/ Judy Lee | | | Director | | | May 13, 2024 |
Judy Lee | | |||||
| | | | |||
/s/ Spiros Maliagros | | | Director | | | May 13, 2024 |
Spiros Maliagros | | |||||
| | | | |||
/s/ Mark F. Furlong | | | Director | | | May 13, 2024 |
Mark F. Furlong | | |||||
| | | | |||
/s/ Craig Smith | | | Director | | | May 13, 2024 |
Craig Smith | | |||||
| | | | |||
/s/ Tracey Brophy Warson | | | Director | | | May 13, 2024 |
Tracey Brophy Warson | | |||||
| | | | |||
/s/ Peter Yu | | | Director | | | May 13, 2024 |
Peter Yu | |
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Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
goodwinlaw.com
+1 617 570 1000
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1.
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The Selling Securityholder Shares have been duly authorized and validly issued and are fully paid and non-assessable.
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2.
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The Warrants constitute valid and binding obligations of the Company.
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3.
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The Warrant Shares, when and if issued upon exercise of the Warrants in accordance with the terms of the Warrants, will be validly issued, fully
paid and non-assessable.
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Very truly yours
GOODWIN PROCTER LLP
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/s/ KPMG LLP
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