ALIZY Allianz SE (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ALTI GLOBAL, INC.

(Name of Issuer)

Class A Common Stock (par value $0.0001 per share)

(Title of Class of Securities)

02237A108

(CUSIP Number)

ALLIANZ SE

Michael Sieburg

Koeniginstrasse 28

Munich, Germany 80802

Telephone: +49 89 3800 19957

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 31, 2024

(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 Rule 13d-7 for other parties to whom copies are to be sent.

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).

CUSIP No. 02237A108

Item 1. Security and Issuer

This report on Schedule 13D (this “Schedule 13D”) relates to the issued and outstanding shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and issued and outstanding shares of Series A cumulative convertible preferred stock, with a liquidation preference of $1,000 per share (the “Series A Preferred Stock”), of AlTi Global, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 520 Madison Avenue, 26th Floor, New York, New York, and its telephone number at such office is (212) 396-5900.

Item 2. Identity and Background

This Schedule 13D is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Allianz SE, a European Company (Societas Europaea, or SE) incorporated in the Federal Republic of Germany and organized under the laws of the Federal Republic of Germany and the European Union (the “Reporting Person”).

The address of the principal office of the Reporting Person is Koeniginstrasse 28, 80802 Munich, Germany. The principal business of the Reporting Person is to be the holding company of Allianz group companies. In addition, the Reporting Person operates in the field of reinsurance, providing reinsurance protection for Allianz group companies, in particular.

The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of the Reporting Person is set forth in Schedule A hereto and incorporated by reference herein.

During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the persons listed in Schedule A hereto: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The information set forth in Item 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.

The Reporting Person acquired beneficial ownership of the Class A Common Stock reported on this Schedule 13D in exchange for payment of the Purchase Price (as defined below) in the Transaction (as defined below). On February 22, 2024, the Issuer entered into an Investment Agreement (the “Investment Agreement”) with Allianz Strategic Investments S.à.r.l., a Luxembourg private limited liability company (“ASI”). Pursuant to the Investment Agreement, (i) ASI purchased in the aggregate $250 million (the “Purchase Price”) of the Issuer’s capital securities, consisting of (a) 140,000 shares of the Series A Preferred Stock and (b) 19,318,580.96 shares of the Issuer’s Class A Common Stock at a purchase price of $5.69 per share and (ii) the Issuer issued to ASI warrants to purchase 5,000,000 shares of Class A Common Stock (the “Allianz Warrants”) (collectively, the “Transaction”). The payment of the Purchase Price was funded by the personal funds of the Reporting Person.

Item 4. Purpose of Transaction

The Reporting Person acquired the securities reported herein for investment purposes, subject to the following:

The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.

The Reporting Person from time to time may enter into discussions with directors and officers of the Issuer, other stockholders, or third parties, including representatives of any of the foregoing, in connection with the Reporting Person’s holdings in the Issuer. Such discussions may include one or more of management, the Board, other stockholders of the Issuer, and other persons to discuss the Issuer’s business, operations, appointments to the Board, governance, performance, management, strategies, the Board’s approach to strategic acquisitions and investments, the acquisition, divestment, or disposition of material assets, the financing of any of the forgoing, and other matters related to the Issuer. These discussions may include reviewing options or making proposals for enhancing or maximizing stockholder value through various strategic alternatives, including (i) changes to the capitalization, ownership structure, operations, or certificate of incorporation or bylaws of the Issuer; or (ii) strategic transactions or similar opportunities.

The Reporting Person continuously reviews and evaluates its investment in the Issuer and may, subject to the terms of the Investor Rights Agreement (as defined below) and depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position, operating results and strategic direction, general market and industry conditions, actions taken by the Board, price levels of the Issuer’s securities, investment opportunities available to the Reporting Person, or other factors, take such actions with respect to the holdings in the Issuer as it deems appropriate, including: (i) formulate other purposes, plans, or proposals regarding the Issuer or any of its securities; (ii) purchase additional shares of Class A Common Stock, Series A Preferred Stock, other equity interests of the Issuer, warrants, options, or related derivatives in the open market or in privately negotiated transactions; (iii) exercise its right to convert Series A Preferred Stock and Class C Non-Voting Common Stock under the Investment Agreement; (iv) sell, pledge or otherwise dispose of all or a portion of the shares of Class A Common Stock, Series A Preferred Stock, other equity interests, warrants, options, or related derivatives now beneficially owned or hereafter acquired by them; (v) communicate with the Board, management, other stockholders of the Issuer, or other third parties from time to time; (vi) take steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical, and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they become available; and (vii) engage in other plans or proposals as the Reporting Person may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.

Andreas Wimmer is a member of the Board of Management of the Reporting Person. Nazim Cetin is the Chief Executive Officer of Allianz X GmbH, an affiliate of the Reporting Person. Each of Andreas Wimmer and Nazim Cetin was designated by ASI, an affiliate of the Reporting Person, to serve as a member of the Board and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.

As described in Item 6 below, the Reporting Person is subject to certain restrictions on certain of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D, including acquisitions and dispositions of securities of the Issuer. Accordingly, the Reporting Person and its representatives may engage in discussions with the Issuer and its representatives in connection with any such transactions. The Reporting Person specifically reserves the right to change its intention with respect to any or all of the foregoing, and there can be no assurance that the possible courses of action expressed in this Item 4 will be consummated by the Reporting Person.

Item 5. Interest in Securities of the Issuer

The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

(a) The aggregate number and percentage of Class A Common Stock beneficially owned by the Reporting Person is set forth in Items 7, 8, 9, 10, 11 and 13 of the cover page to this Schedule 13D and is incorporated by reference into this Item 5.

(b) The aggregate number and percentage of Class A Common Stock beneficially owned by the Reporting Person is set forth in Items 7, 8, 9, 10, 11 and 13 of the cover page to this Schedule 13D relating to such Reporting Person and is incorporated by reference into this Item 5.

The Reporting Person is the ultimate parent company of ASI and has the power to control and direct ASI. By reason of this relationship and the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed to beneficially own the shares of Class A Common Stock of the Issuer directly owned by ASI.

(c) Except as set forth in this Schedule 13D, the Reporting Person has not effected any transaction in Class A Common Stock during the past 60 days.

(d) No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock reported on this Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information provided in Items 3 and 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.

Series A Certificate of Designations

In connection with the consummation of the Transaction, the Issuer filed a certificate of designations for the Series A Preferred Stock with the Secretary of State of the State of Delaware (the “Series A Certificate of Designations”), and the Series A Certificate of Designations became effective on July 31, 2024. The Series A Certificate of Designations includes, among other rights, privileges and restrictions, that:  

The foregoing description of the Series A Certificate of Designations does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Series A Certificate of Designations, a copy of which is attached as Exhibit 99.1 and the terms of which are incorporated herein by reference.

Allianz Warrant Agreement

In connection with the consummation of the Transaction, the Issuer issued the Allianz Warrants to Allianz to purchase 5,000,000 shares of Class A Common Stock.

The exercise price of the Allianz Warrants is $7.40 per share of Class A Common Stock, subject to customary adjustments.

No holder of the Allianz Warrants (an “Allianz Warrant Holder”) may acquire or be issued shares of Class A Common Stock if such acquisition or issuance would cause such Allianz Warrant Holder’s beneficial ownership to exceed the applicable Ownership Cap. If an exercise would cause an Allianz Warrant Holder’s beneficial ownership to exceed the applicable Ownership Cap, (i) the Issuer will issue such Allianz Warrant Holder the number of Class A Common Stock that would equal, but not exceed, the applicable Ownership Cap and (ii) the Issuer will issue the remainder as shares of Non-Voting Class C Common Stock.

The foregoing description of the Allianz Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Allianz Warrant Agreement, a copy of which is attached as Exhibit 99.2 and the terms of which are incorporated herein by reference.

Supplemental Investment Agreement

On February 22, 2024, the Issuer entered into a supplemental investment agreement (the “Supplemental Investment Agreement”), pursuant to which, for purposes of funding one or more strategic international acquisitions by the Issuer or its subsidiaries, ASI is permitted, at its option, to purchase additional shares of Series A Preferred Stock up to an aggregate amount equal to $50,000,000.

Each supplemental investment will generally be subject to the same closing conditions as provided by the Investment Agreement. Absent mutual agreement to extend, the Supplemental Investment Agreement will terminate on February 22, 2029.

The foregoing description of the Supplemental Investment Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Supplemental Investment Agreement, a copy of which is attached as Exhibit 99.3 and the terms of which are incorporated herein by reference.

Investor Rights Agreement

Upon consummation of the Transaction, pursuant to the terms of the Investment Agreement, the Issuer and ASI entered into that certain Investor Rights Agreement, dated as of July 31, 2024 (the “Investor Rights Agreement”), pursuant to which ASI was granted certain governance rights, information rights, and registration rights, and will be subject to certain restrictions with respect to the securities acquired by ASI.

Pursuant to the Investor Rights Agreement, as of July 31, 2024, the size of the Board was fixed at eight (8) directors, and ASI has the right to nominate two (2) directors (the “Investor Designees”) until such time as ASI ceases to own at least 50% of the initial shares of Class A Common Stock acquired on July 31, 2024 (the “Initial Allianz Common Stock Investment”). For so long as ASI is permitted to designate the Investor Designees, one (1) Investor Designee will serve as a member of the Transaction Committee (as defined in the Investor Rights Agreement) and each Investor Designee will serve as a member of at least one (1) other Board committee. Further, during the term of the Investor Rights Agreement, an Investor Designee will serve as an observer on each committee of the Board for which an Investor Designee is not serving as a member. In the event ASI transfers at least 50% of its shares of Class A Common Stock then held to a single transferee (a “Major Third-Party Transferee”), ASI may elect to transfer to such Major Third-Party Transferee the right to designate one nominee for appointment, election or re-election to the Board and at such time, each of ASI and the Major Third-Party Transferee will have a right to designate one (1) nominee for appointment, election or re-election to the Board.

Pursuant to the Investor Rights Agreement, no later than forty-five (45) days after a written request by ASI, the Issuer will (i) prepare and file with the Securities and Exchange Commission a Shelf Registration Statement (as defined in the Investor Rights Agreement) that covers the Registrable Securities (as defined in the Investor Rights Agreement) held by ASI for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”); provided, however, that ASI will have the right to request no more than one (1) Shelf Registration Statement within any six (6) month period.

Pursuant to the Investor Rights Agreement, at any time after (i) with respect to the Lock-up Securities (as defined in the Investor Rights Agreement), the date that is six (6) months prior to the end of the applicable Lock-up Period (as defined in the Investor Rights Agreement) or (ii) with respect to any Registrable Securities that are not Lock-up Securities, July 31, 2025, the Issuer receives written notice from ASI requesting that the Issuer effect the registration under the Securities Act of Registrable Securities owned by ASI (such request, the “Demand Registration Request”), the Issuer will use commercially reasonable efforts to file, within ninety (90) days of such request, a registration statement registering such Registrable Securities; provided that ASI will have the right to make only one Demand Registration Request per class within any twelve (12) month period.

Pursuant to the Investor Rights Agreement, if the Issuer proposes to register any Class A Common Stock on behalf of itself or any of its stockholders for public sale under the Securities Act, the Issuer will give prompt written notice to ASI of such proposal, and upon the written request of ASI delivered to the Issuer within ten (10) business days after giving such notice, the Issuer will use commercially reasonable efforts to effect the registration of all Registrable Securities which the Issuer has been so requested to register by ASI.

Pursuant to the Investor Rights Agreement, with respect to the Initial Allianz Common Stock Investment, ASI will be subject to a three (3) year lock-up period as follows: (i) for one (1) year after July 31, 2024, none of the shares comprising the Initial Allianz Common Stock Investment may be transferred; (ii) after July 31, 2025, up to 40% of the shares comprising the Initial Allianz Common Stock Investment may be transferred; (iii) after July 31, 2026, up to an additional 30% of the shares comprising the Initial Allianz Common Stock Investment may be transferred; and (iv) after July 31, 2027, all remaining shares comprising the Initial Allianz Common Stock Investment may be transferred.

Pursuant to the Investor Rights Agreement, the Series A Preferred Stock acquired by ASI may not be transferred until July 31, 2026.

Pursuant to the Investor Rights Agreement, until such time as Allianz ceases to own at least 50% of the Initial Allianz Common Stock Investment, Allianz will also have customary preemptive rights, subject to certain exceptions.

Until the later of (i) July 31, 2027 and (ii) one (1) year after ASI ceases to own at least 50% of the Initial Allianz Common Stock Investment, ASI will be subject to a customary standstill provision, which will restrict a number of activities pertaining to, among other things, acquiring additional securities, making certain announcements regarding transactions involving the Issuer, soliciting proxies, advising or encouraging other persons and taking actions to change or influence the Board, management or the direction of certain Issuer matters, subject to certain customary exceptions.

ASI will also be subject to certain customary transfer restrictions, including in connection with any transfer to a Major Third-Party Transferee.

The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement, a copy of which is attached hereto as Exhibit 99.4 and incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: August 5, 2024

Schedule A

ALLIANZ SE

EXECUTIVE OFFICERS AND DIRECTORS

Management Board

Supervisory Board