UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
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Tiga
Acquisition Corp.
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(Name of
Issuer)
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Class
A Ordinary Shares, par value $0.0001 per share
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(Titles of
Class of Securities)
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G88672 103
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(CUSIP
Number)
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December 31, 2021
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(Date of
Event Which Requires Filing of this Statement)
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Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
* 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 the alter disclosures provided in a prior
cover page.
The information required in 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
(the “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).
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CUSIP
No.
G88672
103
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SCHEDULE 13G/A
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Page 2 of
11
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1
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NAMES OF
REPORTING PERSONS
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Tiga Sponsor
LLC
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE
ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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Cayman
Islands
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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6,840,000
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED
DISPOSITIVE POWER
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6,840,000
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,840,000
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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19.83%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP
No.
G88672
103
|
SCHEDULE 13G/A
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Page 3 of
11
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1
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NAMES OF
REPORTING PERSONS
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Tiga
Investments Pte. Ltd.
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE
ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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Singapore
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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6,840,000
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED
DISPOSITIVE POWER
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6,840,000
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,840,000
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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19.83%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP
No.
G88672
103
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SCHEDULE 13G/A
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Page 4 of
11
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1
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NAMES OF
REPORTING PERSONS
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KAG Investments
Private Limited
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE
ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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Singapore
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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6,840,000
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED
DISPOSITIVE POWER
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6,840,000
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,840,000
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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19.83%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP
No.
G88672
103
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SCHEDULE 13G/A
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Page 5 of
11
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1
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NAMES OF
REPORTING PERSONS
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G. Raymond
Zage, III
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE
ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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Singapore
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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6,840,000
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED
DISPOSITIVE POWER
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6,840,000
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
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6,840,000
|
|
|
|
|
|
|
10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
|
☐
|
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|
|
|
|
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
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19.83%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP
No.
G88672
103
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SCHEDULE 13G/A
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Page 6 of
11
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1
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NAMES OF
REPORTING PERSONS
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Ashish
Gupta
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE
ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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India
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING
POWER
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|
0
|
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|
|
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6
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SHARED VOTING
POWER
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|
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6,840,000
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7
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SOLE DISPOSITIVE
POWER
|
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0
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8
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SHARED
DISPOSITIVE POWER
|
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6,840,000
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9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
6,840,000
|
|
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
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19.83%
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
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|
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CUSIP
No.
G88672
103
|
SCHEDULE 13G/A
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Page 7 of
11
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Item 1(a). |
Name of
Issuer:
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Tiga Acquisition Corp.
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Item 1(b). |
Address of
Issuer’s Principal Executive Offices:
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250 North Bridge Road
#24-00, Raffles City Tower
Singapore 179101
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Item 2(a). |
Name of Person
Filing:
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This statement is filed on behalf
of each of the following persons (collectively, the “Reporting
Persons”):
1. Tiga Sponsor LLC
2. Tiga Investments Pte.
Ltd.
3. KAG Investments Private
Limited
4. G. Raymond Zage, III
5. Ashish Gupta
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Item 2(b). |
Address of
Principal Business Office or, if none, Residence:
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The principal business address of
each of the Reporting Persons is as follows:
250 North Bridge Road
#24-00, Raffles City Tower
Singapore 179101
See responses
to Item 4 on each cover page.
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Item 2(d). |
Titles of
Classes of Securities:
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Class A
Ordinary Shares, par value $0.0001 per share.
G88672
103
| Item 3. |
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If This
Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is a(n):
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(a)
|
☐ |
Broker or dealer registered under
Section 15 of the Exchange Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in Section
3(a)(6) of the Exchange Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in
Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered
under Section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
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(e)
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☐
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Investment adviser in accordance
with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐
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Employee benefit plan or
endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☐
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Parent holding company or control
person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐ |
Savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813).
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(i)
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☐ |
Church plan that is excluded from
the definition of an investment company under Section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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☐
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Non-U.S. institution, in
accordance with § 240.13d-1(b)(1)(ii)(J).
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(k)
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☐
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Group in accordance with
§240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S.
institution in accordance with §240. 13d-1(b)(1)(ii)(J), please
specify the type of institution: ______________
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CUSIP
No.
G88672
103
|
SCHEDULE 13G/A
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Page 8 of
11
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Tiga Sponsor LLC (“Tiga Sponsor”)
directly owns 6,840,000 Class B ordinary shares, par value $0.0001
per share (“Class B Ordinary Shares”), of the Issuer, which are
convertible into the Issuer’s Class A Ordinary Shares, par value
$0.0001 per share (“Class A Ordinary Shares”). Such shares may be
deemed to be indirectly owned by Tiga Investments Pte. Ltd. and KAG
Investments Private Limited who are the members of Tiga Sponsor,
and G. Raymond Zage, III and Ashish Gupta, who are the sole
shareholders of Tiga Investments Pte. Ltd. and KAG Investments
Private Limited, respectively, and the managers of Tiga Sponsor. As
a result of these relationships, each of Tiga Sponsor, Tiga
Investments Pte. Ltd., KAG Investments Private Limited, G. Raymond
Zage, III and Ashish Gupta may be deemed to have or share
beneficial ownership of the securities held directly by Tiga
Sponsor. Each of Tiga Sponsor, Tiga Investments Pte. Ltd., KAG
Investments Private Limited, G. Raymond Zage, III and Ashish Gupta
disclaim beneficial ownership of such securities except to the
extent of their direct ownership.
In addition to the securities
reported on the cover pages hereto, Tiga Sponsor also directly owns
15,800,000 private placement warrants to purchase 15,800,000 Class
A Ordinary Shares and has an option to purchase an additional
2,760,000 private placement warrants to purchase 2,760,000 Class A
Ordinary Shares in order to extend the period of time for the
Issuer to complete an initial business combination. The warrants
become exercisable beginning on the later of November 23, 2021 or
30 days after the completion of the Issuer’s initial business
combination and expire five years after the completion of the
Issuer’s initial business combination or earlier upon redemption or
liquidation.
Percentage ownership is based on
27,600,000 Class A Ordinary Shares and 6,900,000 Class B Ordinary
Shares outstanding as of December 28, 2021, as reported by the
Issuer in its quarterly report on Form 10-Q/A for the period ended
September 30, 2021 and assumes conversion of all Class B Ordinary
Shares into Class A Ordinary Shares.
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(a) |
Amount
beneficially owned:
|
See responses
to Item 9 on each cover page.
See responses
to Item 11 on each cover page.
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(c) |
Number of shares as to which such
person has:
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|
(i) |
Sole power to
vote or to direct the vote:
|
See responses
to Item 5 on each cover page.
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(ii) |
Shared power
to vote or to direct the vote:
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See responses
to Item 6 on each cover page.
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(iii) |
Sole power to
dispose or to direct the disposition of:
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See responses
to Item 7 on each cover page.
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(iv) |
Shared power
to dispose or to direct the disposition of:
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See responses
to Item 8 on each cover page.
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CUSIP
No.
G88672
103
|
SCHEDULE 13G/A
|
Page 9 of
11
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|
Item 5. |
Ownership of
Five Percent or Less of a Class.
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If this statement is being filed
to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than five percent of
the class of securities, check the following ☐.
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Item 6. |
Ownership of
More than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7. |
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company.
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Not Applicable.
|
Item 8. |
Identification
and Classification of Members of the Group.
|
Not Applicable.
|
Item 9. |
Notice of
Dissolution of Group.
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Not Applicable.
Not Applicable.
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CUSIP
No.
G88672
103
|
SCHEDULE 13G/A
|
Page 10 of
11
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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: February 7, 2022
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Tiga Sponsor
LLC
|
|
| |
By:
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Ashish Gupta, its manager
|
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| |
By:
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/s/ Ashish Gupta
|
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| |
Name:
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Ashish Gupta
|
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| |
Title:
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Manager
|
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| |
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| |
Tiga
Investments Pte. Ltd.
|
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| |
By:
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/s/ G. Raymond Zage, III
|
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| |
Name:
|
G. Raymond Zage, III
|
|
| |
Title:
|
Director
|
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| |
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| |
KAG
Investments Private Limited
|
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| |
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By:
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/s/ Ashish Gupta
|
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| |
Name:
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Ashish Gupta
|
|
| |
Title:
|
Director
|
|
| |
|
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| |
G. Raymond
Zage, III
|
|
| |
By:
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/s/ G. Raymond Zage, III
|
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| |
Name:
|
G. Raymond Zage, III
|
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| |
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Ashish
Gupta
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By:
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/s/ Ashish Gupta
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|
| |
Name:
|
Ashish Gupta
|
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|
CUSIP
No.
G88672
103
|
SCHEDULE 13G/A
|
Page 11 of
11
|
Exhibit Index
|
Exhibit
No.
|
|
Description
|
|
|
|
Joint Filing Agreement, dated as of February 7, 2022, by and among Tiga
Sponsor LLC, Tiga Investments Pte. Ltd., KAG Investments Private
Limited, G. Raymond Zage, III and Ashish Gupta
|