UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AlTi Global, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
02157E 106
(CUSIP Number)
Peter Yu
CGC Sponsor LLC
Pangaea Three-B, LP
505 Fifth Avenue, 15th Floor
New York, NY 10017
(212) 461-6363
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 7, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 |
NAMES OF REPORTING PERSONS
Peter Yu | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
13,111 | ||||
| 8 | SHARED VOTING POWER
6,541,4001 | |||||
| 9 | SOLE DISPOSITIVE POWER
13,111 | |||||
| 10 | SHARED DISPOSITIVE POWER
6,541,4001 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,554,5111 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%2 | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| 1. | Includes (i) 6,039,292 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of AlTi Global Inc. (the “Issuer”) held by CGC Sponsor LLC (the “Sponsor”) and (ii) 502,108 shares of Class A Common Stock held by Pangaea Three-B, LP (“Pangaea”). 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. |
| 2. | Calculated based on (i) 57,995,513 shares of Class A Common Stock issued and outstanding as of May 22, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 22, 2023, and (ii) 4,864,275 shares of Class A Common Stock issued by the Issuer on June 7, 2023 in exchange for warrants tendered in the Issuer’s warrant exchange offer, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 7, 2023. |
| 1 |
NAMES OF REPORTING PERSONS
CGC Sponsor LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
6,541,4001 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
6,541,4001 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,541,4001 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%2 | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| 1. | Consists of (i) 6,039,292 shares of Class A Common Stock held by the Sponsor and (ii) 502,108 shares of Class A Common Stock held by Pangaea. 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. |
| 2. | Calculated based on (i) 57,995,513 shares of Class A Common Stock issued and outstanding as of May 22, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 22, 2023, and (ii) 4,864,275 shares of Class A Common Stock issued by the Issuer on June 7, 2023 in exchange for warrants tendered in the Issuer’s warrant exchange offer, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 7, 2023. |
| 1 |
NAMES OF REPORTING PERSONS
Pangaea Three-B, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
6,541,4001 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
6,541,4001 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,541,4001 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%2 | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| 1. | Consists of (i) 6,039,292 shares of Class A Common Stock held by the Sponsor and (ii) 502,108 shares of Class A Common Stock held by Pangaea. 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. |
| 2. | Calculated based on (i) 57,995,513 shares of Class A Common Stock issued and outstanding as of May 22, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 22, 2023, and (ii) 4,864,275 shares of Class A Common Stock issued by the Issuer on June 7, 2023 in exchange for warrants tendered in the Issuer’s warrant exchange offer, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 7, 2023. |
SCHEDULE 13D/A
EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13D (this “Schedule 13D/A”) is being filed on behalf of the Reporting Persons for the purpose of updating the ownership percentages of the Reporting Persons reported in the Schedule 13D filed by the Reporting Persons with the SEC on January 17, 2023, as amended on May 30, 2023 (the “Schedule 13D”). This Schedule 13D/A reflects (i) the transfer of warrants (the “Warrants”) to purchase shares of Class A Common Stock, par value $0.0001 per share, of the Issuer (the “Class A Common Stock”) by Pangaea Three-B, LP (ii) the exchange of Warrants for shares of Class A Common Stock pursuant to an exchange offer by the Issuer and (iii) the Issuer’s approval of a stock award to Mr. Yu.
This Schedule 13D/A is being filed to report amendments to the Schedule 13D as specifically set forth herein and only those items that are amended or supplemented are reported herein. Unless otherwise indicated herein, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D.
| Item 3. | Source or Amount of Funds or Other Consideration. |
On May 5, 2023, the Company commenced its previously announced exchange offer and consent solicitation relating to its outstanding warrants, which expired on June 2, 2023. The Company offered to all holders of the warrants the opportunity to receive 0.25 shares of Class A Common Stock in exchange for each warrant tendered by the holder and exchanged pursuant to the exchange offer. Pursuant to the exchange offer, on June 7, 2023, Pangaea received 127,680 shares of Class A Common Stock in exchange for having tendered all of its 510,722 warrants.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b) The aggregate number of shares of Class A Common Stock to which this Schedule 13D relates is 6,554,511 shares, including (i) 6,039,292 shares of Class A Common Stock held by Sponsor, (ii) 502,108 shares of Class A Common Stock held by Pangaea and (iii) 13,111 shares of Class A Common Stock to be issued to Mr. Yu pursuant to a grant by the Issuer, which will vest on January 3, 2024. Pangaea is the sole member of Sponsor, and both Sponsor and Pangaea are controlled by Peter Yu, one of the Issuer’s directors. Consequently, each of Pangaea and Mr. Yu may be deemed to share voting and dispositive control over the securities held by 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 Sponsor and Pangaea and thus to share beneficial ownership of such securities. Mr. Yu disclaims beneficial ownership of the securities held by Sponsor and Pangaea, except to the extent of his pecuniary interest therein.
Items 7-11, inclusive, set forth on the cover page to this Schedule 13D/A are hereby incorporated by reference in this Item 5.
(c) The information set forth in Item 3 of this Schedule 13D is incorporated by reference in this Item 5.
On May 24, 2023, May 25, 2023, May 26, 2023, May 30 and May 31, 2023, Pangaea transferred 2,118,091 warrants, 1,290,809 warrants, 80,569 warrants, 5,390 warrants and 35,082 warrants, respectively, in exchange for certain option agreements to purchase securities of the Issuer from the Sponsor, dated September 19, 2021, by and between the Sponsor and certain of the Issuer’s investors, as amended on October 25, 2022 (the “Option Agreements”), as described in the Issuer’s Registration Statement on Form S-4 (File No. 333-271672).
The foregoing description of the Option Agreements does not purport to be complete and is qualified in its entirety by the full text of the Form of Option Agreement and Form of Amendment to Option Agreement, which are attached hereto as Exhibit 99.3 and Exhibit 99.4, respectively, and are incorporated herein by reference.
On May 31, 2023, the Issuer granted to Mr. Yu, 13,111 shares of Class A Common Stock, which will vest on January 3, 2024.
(d) Except as otherwise described herein, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Class A Common Stock of the Issuer reported by this Schedule 13D.
(e) Not applicable.
| Item 7. | Material to Be Filed as Exhibits. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2023
| CGC SPONSOR LLC | ||
| By: | /s/ Adam Namoury | |
| Name: Adam Namoury Title: Attorney-in-Fact | ||
| PANGAEA THREE-B, LP
By: Pangaea Three GP, LP Its: General Partner
By: Pangaea Three Global GP, LLC Its: General Partner | ||
| By: | /s/ Adam Namoury | |
| Name: Adam Namoury Title: Attorney-in-Fact | ||
| /s/ Adam Namoury | ||
| Adam Namoury, Attorney-in-Fact | ||