GLBL Cartesian Growth Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Amendment No. 2)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

AlTi Global, Inc.

(Name of Subject Company (Issuer))

AlTi Global, Inc.

(Name of Filing Persons (Issuer))

Warrants to Purchase Class A Common Stock

(Title of Class of Securities)

02157E114

(CUSIP Number of Class of Securities)

Michael Tiedemann

Chief Executive Officer

AlTi Global, Inc.

520 Madison Avenue, 21st Floor

New York, New York 10022

(212) 396-5904

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies of communications to:

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by AlTi Global, Inc. (the “Company,” “us” or “we”), a Delaware corporation, with the Securities and Exchange Commission (the “SEC”) on May 5, 2023 (such statement filed on May 5, 2023, the “Original Schedule TO”) and, as amended and supplemented from time to time, the “Schedule TO”), and relates to an offer by the Company to each of its warrant holders to receive 0.25 shares of Class A Common Stock, par value $0.0001 per share, of the Company in exchange for every outstanding Warrant (as defined below) of the Company tendered by the holder and exchanged pursuant to the offer (the “Offer”). The Offer is made upon and subject to the terms and conditions set forth in the Prospectus/Offer to Exchange that is included in the registration statement on Form S-4 declared effective by the SEC on May 26, 2023 (the “Prospectus/Offer to Exchange”), a copy of which is attached hereto as Exhibit (a)(1)(A). Except as otherwise stated herein, the information set forth in the Original Schedule TO and each of the exhibits thereto is unchanged.

Concurrently with the Offer, we are also soliciting consents (the “Consent Solicitation”) from holders of the Warrants to amend (the “Warrant Amendment”) that certain Amended and Restated Warrant Agreement, dated as of January 3, 2023 (the “Warrant Agreement”), by and between the Company (f/k/a Cartesian Growth Corporation, a Cayman Islands exempted company (“Cartesian”) before our business combination (the “Business Combination”)) and Continental Stock Transfer & Trust Company, as warrant agent that governs all of the Warrants to modify the terms of the Warrants such that: (i) the Warrants may be exchanged, at the Company’s discretion, for shares of Class A Common Stock without payment by the holder of the exercise price and (ii) in the event that the Company elects to exchange all of the outstanding Warrants, the Exercise Period (as such term is used in the Warrant Agreement) expires after the Adjusted Expiration Date (as such term is used in the Warrant Amendment). Pursuant to the terms of the Warrant Agreement, the consent of holders of at least 65% of the outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of the Warrant Agreement with respect to the Private Placement Warrants, the vote or written consent of at least 65% of the number of the then outstanding Private Placement Warrants is required to approve the Warrant Amendment. Therefore, one of the conditions to each of (i) the adoption of the Consent Solicitation and (ii) the Company’s obligation to accept for exchange Warrants for shares of Class A Common Stock in the Offer, is the receipt of the consent of holders of at least 65% of the outstanding Public Warrants and 65% of the outstanding Private Placement Warrants. Holders of Warrants may not tender their Warrants without consenting to the Warrant Amendment.

This Amendment No. 2 is being filed to update Item 12 of the Schedule TO to include the final Prospectus/Offer to Exchange which relates to the Form S-4 registration statement declared effective by the SEC on May 26, 2023. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment.

Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Schedule TO. You should read this Amendment together with the Schedule TO, the Prospectus/Offer to Exchange and the Letter of Transmittal and Consent.

Filing Fee Table.*

Item 13. Information Required By Schedule 13E-3.

Not applicable.

*Previously filed.

SIGNATURE

After due 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: May 26, 2023