SEC Form S-8 filed by AlTi Global Inc.

As filed with the U.S. Securities and Exchange Commission on June 16, 2025

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

AlTi Global, Inc.

(Exact name of registrant as specified in its charter)

 

22 Vanderbilt Ave, 27th Floor

New York, New York 10017

(Address, including Zip Code, of Registrant’s Principal Executive Offices)

 

AlTi Global, Inc. 2023 Stock Incentive Plan

(Full title of the plan)

(Name, address and telephone number, including area code, of agent for service)

Copies to:

 

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

 

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 7(a)(2)(B) of the Securities Act. ☐

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EXPLANATORY NOTE

This Registration Statement on Form S-8 (“Registration Statement”) is filed for the purposes of registering 9,010,000 additional shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of AlTi Global, Inc. (the “Registrant”) that may be issued pursuant to equity awards granted pursuant to the AlTi Global, Inc. 2023 Stock Incentive Plan, as amended (the “2023 Plan”). On June 16, 2025, pursuant to an amendment to the 2023 Plan approved by the Registrant’s stockholders, the number of shares of Class A Common Stock reserved and available for issuance under the 2023 Plan increased by 9,010,000. This Registration Statement registers these additional 9,010,000 shares of Class A Common Stock (the “Additional Shares”). The Additional Shares are of the same class as the Class A Common Stock registered on the registration statement of the Registrant filed on Form S-8 (SEC File No. 333-270804) (the “Earlier Registration Statement”), the contents of which are hereby incorporated by reference pursuant to General Instruction E, except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the Earlier Registration Statement are presented herein.

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The documents containing the information for the 2023 Plan specified by Part I of this Registration Statement will be sent or given to the participants in the 2023 Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as a part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus for the Registration Statement.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

 

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

 

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on March 17, 2025;

 

(b) All other documents filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the document referred to in (a) above; and

 

(c) The description of the Class A Common Stock contained in Exhibit 4.1 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 17, 2025, including any amendments or reports filed for the purpose of updating this description.

 

All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares of Class A Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

The exhibits to this Registration Statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.

 

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section shall not apply if 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 Exchange Act (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement.

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, this June 16, 2025.

 

POWER OF ATTORNEY AND SIGNATURES

 

We, the undersigned officers and directors of AlTi Global, Inc., hereby severally constitute and appoint Michael Tiedemann and Michael W. Harrington, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for the person and in his or her name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below any and all amendments (including post-effective amendments) to this registration statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated below.

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