UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to
Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): May 9, 2022
TIGA ACQUISITION CORP.
(Exact name of registrant as
specified in its charter)
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Cayman
Islands
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001-39714
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N/A
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(State or
other
jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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Ocean Financial
Centre
Level 40,
10 Collyer Quay, Singapore
Singapore
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049315
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(Address of
principal executive offices)
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(Zip Code)
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Registrant’s telephone number,
including area code: +65 6808
6288
Not
Applicable
(Former name
or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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☒
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities registered pursuant to
Section 12(b) of the Act:
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Title of
each class
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Trading
Symbol
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Name of
each exchange on which registered
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Units,
each consisting of one Class A ordinary share and one-half of one
redeemable warrant
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TINV U
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The New York Stock Exchange
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Class A
ordinary shares, par value $0.0001 per share
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TINV
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The New York Stock Exchange
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Redeemable
warrants, each whole warrant exercisable for one Class A ordinary
share at an exercise price of $11.50 per share
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TINV WS
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a)
of the Exchange Act. ☐
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Item 1.01
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Entry into a
Material Definitive Agreement.
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Merger Agreement
Tiga Acquisition Corp. is a blank
check company incorporated as a Cayman Islands exempted company and
formed for the purpose of effecting a merger, share exchange, asset
acquisition, reorganization or similar business combination with
one or more businesses or entities (“Tiga”). On May 9, 2022,
Tiga entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Tiga Merger Sub LLC, a Delaware limited
liability company and wholly owned subsidiary of Tiga (“Merger
Sub”), and Grindr Group LLC, a Delaware limited liability
company (“Grindr”).
The
Merger
The Merger Agreement provides that,
among other things and upon the terms and subject to the conditions
thereof, the following transactions will occur (together with the
other transactions contemplated by the Merger Agreement, including
the Domestication (as defined below), the “Business
Combination”):
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(i) |
at the closing of the Business Combination (the
“Closing”), in accordance with the Delaware Limited
Liability Company Act, Merger Sub will merge with and into Grindr,
the separate corporate existence of Merger Sub will cease and
Grindr will be the surviving corporation and a wholly owned
subsidiary of Tiga (the “Merger”); and
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(ii) |
as a result of the Merger, among other things, (x) each Grindr
Unit (as defined below) that is issued and outstanding immediately
prior to the Effective Time (as defined in the Merger Agreement)
(other than any Company Units subject to options) shall be
cancelled and converted into the right to receive a number of
shares of New Grindr Common Stock (as defined below) equal to the
Exchange Ratio (as defined below); (y) each Grindr Option (as
defined below) that is then outstanding and unexercised shall be
converted into the right to receive an option relating to shares of
New Grindr Common Stock upon substantially the same terms and
conditions as are in effect with respect to such Grindr Option
immediately prior to the Effective Time, including with respect to
vesting and termination-related provisions; and (z) each Grindr
Warrant (as defined below) that is outstanding immediately prior to
the Effective Time shall be converted into the right to receive a
warrant relating to shares of New Grindr Common Stock with
substantially the same terms and conditions as were applicable to
such Grindr Warrant.
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“Aggregate Fully Diluted Grindr Units”
means, without duplication, the aggregate number of Grindr Units that are (i) issued and outstanding
immediately prior to the Effective Time and (ii) issuable upon, or subject to, the
settlement of all in-the-money Grindr Options and all-in-the-money Grindr Warrants
(whether or not then
vested or exercisable) that are issued and outstanding immediately
prior to the Effective Time.
“Aggregate Merger
Consideration” means a number of shares of New Grindr Common
Stock equal to the quotient obtained by dividing (i) the sum of (a) the Grindr
Valuation plus (b) the
aggregate exercise price of all in-the-money Grindr Options and all
in-the-money Grindr Warrants that are issued and outstanding
immediately prior to the Effective Time by (ii) $10.00.
“DGCL” means the Delaware General Corporation
Law.
“Exchange Ratio” means the
quotient obtained by dividing (i) the number of shares constituting
the Aggregate Merger Consideration, by (ii) the number of Aggregate
Fully Diluted Grindr Units.
“Grindr
Distribution Amount” means the actual amount of any cash
dividend or other dividend or distribution in respect of Grindr
Units or equity interests Grindr makes, declares, sets aside,
establishes a record date for or makes a payment date for between
the date hereof and the Effective Time, provided that the amount of
any such dividend or distribution may not exceed the Permitted
Distribution Amount.
“Grindr Option” means an
option to purchase series X ordinary units granted under the
Incentive Plan.
“Grindr Units” means the
series X ordinary units and the series Y preferred units.
“Grindr Valuation” means
$1,584,000,000 plus the amount, if any, by which the Permitted
Distribution Amount exceeds the Grindr Distribution Amount.
“Grindr Warrant” means each
warrant (excluding Grindr Options) to purchase Grindr Units.
“Permitted Distribution Amount” means
$370,000,000.
The Special Committee of Tiga has
unanimously approved and declared advisable the Merger Agreement
and the Business Combination. In addition, the Board of Directors
of Tiga (the “Board”) has unanimously (i) approved and
declared advisable the Merger Agreement and the Business
Combination and (ii) resolved to recommend approval of the Merger
Agreement and related matters by the shareholders of Tiga.
The
Domestication
Prior to the Closing, subject to
the approval of Tiga’s shareholders, and in accordance with the
DGCL, Cayman Islands Companies Law (2020 Revision) (the
“CICL”) and Tiga’s Amended and Restated Memorandum and
Articles of Association (as may be amended from time to time, the
“Cayman Constitutional Documents”), Tiga will effect a
deregistration under the CICL and a domestication under Section 388
of the DGCL (by means of filing a certificate of domestication (the
“Certificate of Domestication”) with the Secretary of State
of Delaware), pursuant to which Tiga’s jurisdiction of
incorporation will be changed from the Cayman Islands to the State
of Delaware (the “Domestication”). In connection with the
Domestication, Tiga, as the continuing entity in the Domestication,
will be renamed “Grindr Inc.” As used herein, “New Grindr” refers
to Tiga after the Domestication, including after such change of
name.
In connection with the
Domestication, (i) each of the then issued and outstanding Class A
ordinary shares, par value $0.0001 per share, of Tiga (the “Tiga
Class A Ordinary Shares”), will convert automatically,
on a one-for-one basis, into a share of common stock, par value
$0.0001 per share of New Grindr (after its Domestication) (the
“New Grindr Common Stock”), (ii) each of the then issued and
outstanding Class B ordinary shares, par value $0.0001 per share,
of Tiga (the “Tiga Class B Ordinary Shares”), will
convert automatically, on a one-for-one basis, into a share of New
Grindr Common Stock, (iii) each then issued and outstanding warrant
of Tiga will convert automatically into a warrant to acquire one
share of New Grindr Common Stock (“New Grindr Warrant”),
pursuant to the Warrant Agreement, dated November 23, 2020, between
Tiga and Continental Stock Transfer & Trust Company, as warrant
agent, and (iv) each then issued and outstanding unit of Tiga will
separate and convert automatically into one share of New Grindr
Common Stock and one-fourth of one New Grindr Warrant.
Conditions to Closing
The consummation of the Merger is
subject to customary closing conditions for special purpose
acquisition companies such as Tiga, including, among others, (i)
the following conditions in favor of Grindr and Tiga: (a) approval
of the Business Combination and related agreements and transactions
by Tiga’s shareholders, (b) approval of the Business Combination
and related agreements and transactions by Grindr’s unitholders,
(c) the expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and approval of the Business Combination from the Committee on
Foreign Investment in the United States, if required, (d) no
government order, statute, rule or regulation enjoining or
prohibiting the consummation of the Merger being in force, (e) Tiga
having at least $5,000,001 of net tangible assets as of the
Closing, and (f) effectiveness of the registration statement on
Form S-4 to be filed by Tiga in connection with the Business
Combination; (ii) customary bringdown conditions in favor of Tiga;
and (iii) customary bringdown conditions in favor of Grindr,
including the aggregate amount of (A) cash held by Tiga in its
trust account (after reduction for the aggregate amount of cash
payable in respect of Tiga stockholder redemptions), plus (B) the
Backstop Subscription Amount and the Forward Purchase Commitment
Amount (each as defined in the Merger Agreement), where required,
actually received by Tiga prior to or substantially concurrently
with the Closing plus (C) the amounts received by Tiga upon
consummation of a PIPE Investment (as defined in the Merger
Agreement) (if any), being an aggregate amount of no less than
$100,000,000.
Covenants
The Merger Agreement contains
additional covenants, including, among others, providing for (i)
the parties to conduct their respective businesses in the ordinary
course through the Closing, (ii) the parties to not solicit,
initiate any negotiations or enter into any agreements for certain
alternative transactions, (iii) Grindr to prepare and deliver to
Tiga certain audited and unaudited consolidated financial
statements of Grindr, (iv) Tiga to prepare and file a registration
statement on Form S-4 and take certain other actions to obtain the
requisite approval of Tiga shareholders of certain proposals
regarding the Business Combination (including the Domestication)
and (v) the parties to use reasonable best efforts to obtain
necessary approvals from governmental agencies.
Representations
and Warranties
The Merger
Agreement contains representations and warranties by Tiga, Merger
Sub and Grindr that are customary for transactions of this type.
The representations and warranties of the respective parties to the
Merger Agreement generally will not survive the Closing.
Termination
The Merger
Agreement may be terminated at any time prior to the Closing (i) by
mutual written consent of Tiga and Grindr, (ii) by Tiga or Grindr,
if certain approvals of the shareholders of Tiga, to the extent
required under the Merger Agreement, are not obtained as set forth
therein, (iii) by Grindr if there is a Modification in
Recommendation (as defined in the Merger Agreement), (iv) by Tiga
if (a) certain approvals of the unitholders of Grindr are not
obtained or (b) any part of the Deferred Amount shall not have been
paid in accordance with the Purchase Agreement (as defined in the
Merger Agreement) or waived by the parties thereto and (v) by
either Tiga or Grindr in certain other circumstances set forth in
the Merger Agreement, including (a) if any Governmental Authority
(as defined in the Merger Agreement) shall have issued or otherwise
entered a final, nonappealable order making consummation of the
Merger illegal or otherwise preventing or prohibiting consummation
of the Merger, (b) in the event of certain uncured breaches by the
other party or (c) if the Closing has not occurred on or before
12:01 am Eastern Time on December 31, 2022.
Certain Related Agreements
A&R Forward
Purchase Agreement
On May 9, 2022, concurrently with
the execution of the Merger Agreement, Tiga entered into the Amended and Restated
Forward Purchase Agreement (the “A&R Forward Purchase
Agreement”) with Tiga Sponsor
LLC, a Cayman Islands limited liability company (the
“Sponsor”) which provides for
the purchase by the Forward Purchase Investors (as defined below)
of an aggregate of 5,000,000 forward purchase shares, plus an
aggregate of 2,500,000 forward purchase warrants to purchase one
share of New Grindr Common Stock at $11.50 per share, for an
aggregate purchase price of $50,000,000, or $10.00 per share, in a
private placement to close prior to or concurrently with the
Closing. To the extent that the sum of (i) the Trust Amount (as
defined in the Merger Agreement), plus (ii) the amount actually
received by Tiga prior to or substantially concurrently with the
Closing from any PIPE Investment (the “Non-FPS Amount”) is
less than $50,000,000 immediately prior to the Closing but
following the Domestication, the Forward Purchase Investors have
agreed pursuant to the A&R Forward Purchase Agreement to
purchase (a) a number of shares of backstop shares equal to (A) (x)
$50,000,000 minus (y) the Non-FPS Amount, divided by (B) $10.00,
rounded down to the nearest whole number and (b) a number of
backstop warrants equal to (I) the number of backstop shares in
clause (a) multiplied by (II) 0.5, rounded down to the nearest
whole number. In addition to the foregoing, each Forward Purchase
Investor may, at its discretion (regardless of the Non-FPS Amount),
subscribe for up to 5,000,000 backstop shares plus up to 2,500,000
backstop warrants at $11.50 per share, for an aggregate purchase
price of $50,000,000, or $10.00 for each backstop share and
one-half of one backstop warrant.
The
forward purchase warrants and the backstop warrants will have the
same terms as the public warrants issued as part of the units.
Pursuant to the A&R Forward Purchase Agreement, the Sponsor may
assign its rights, interests or obligations thereunder to any of
its affiliates (collectively, the “Forward Purchase
Investors”). The A&R Forward Purchase Agreement
amends and restates the forward purchase agreement that was entered
into by Tiga and the Sponsor in connection with Tiga’s initial
public offering.
Transaction Support Agreement
On May 9, 2022, concurrently with
the execution of the Merger Agreement, Grindr, Tiga, Merger Sub,
the Sponsor and the directors of Tiga entered into the Transaction
Support Agreement. Pursuant to the terms of the Transaction
Support Agreement, the Sponsor and the directors of Tiga agreed to,
among other things: (i) vote or cause its shares to vote in
favor of the Business Combination Proposal (as defined in the
Merger Agreement) and the other proposals included in the
accompanying proxy statement/prospectus, (ii) subject to certain
exceptions, not transfer, sell, pledge, encumber, assign, grant an
option with respect to, hedge, swap, convert or otherwise dispose
of the equity securities held by the Sponsor and the directors of
Tiga until the earlier of the Closing or the valid termination of
the Merger Agreement, (iii) not, directly or indirectly, solicit,
initiate, continue or engage in alternative business combination
proposals and (iv) waive applicable anti-dilution protections in
Tiga’s amended and restated memorandum and articles of association
with respect to the conversion of the Tiga Class B Ordinary Shares
held by Sponsor and the directors of Tiga upon consummation of the
Business Combination.
Unitholder
Support Agreement
In connection with the execution of the Merger Agreement, Tiga
entered into a support agreement (the “Unitholder Support
Agreement”) with Grindr and certain unitholders of Grindr (the
“Requisite Unitholders”). Pursuant to the Unitholder Support
Agreement, the Requisite Unitholders agreed to, among other things,
vote to adopt and approve the Merger Agreement, the Merger and any
other matters necessary or reasonably requested by Tiga for the
consummation of the Merger, in each case, subject to the terms and
conditions of the Unitholder Support Agreement. The Requisite
Unitholders also agreed, among other things, to refrain from (i)
selling, assigning, transferring (including by operation of law) or
otherwise encumber any of their covered units prior to the
termination of the Unitholder Support Agreement, subject to the
terms and conditions therein, and (ii) joining any class actions
with respect to any claim against Tiga, Merger Sub or Grindr. The
Unitholder Support Agreement will terminate in its entirety, and be
of no further force and effect, upon the valid termination of the
Merger Agreement.
A&R
Registration Rights Agreement
The Merger Agreement contemplates
that, at the Closing, New Grindr, the Sponsor, the independent
directors of Tiga and certain securityholders of Grindr will enter
into the Amended and Restated Registration Rights Agreement (the
“A&R Registration Rights Agreement”), pursuant to which
New Grindr will agree to register for resale, pursuant to Rule 415
under the Securities Act of 1933, as amended (the “Securities
Act”), certain shares of New Grindr Common Stock and other
equity securities of New Grindr that are held by the parties
thereto from time to time. The A&R Registration Rights
Agreement amends and restates the registration rights agreement
that was entered into by Tiga, the Sponsor and other holders of
Tiga’s securities party thereto in connection with Tiga’s initial
public offering.
The foregoing descriptions of the
Merger Agreement, the A&R Forward Purchase Agreement, the
Transaction Support Agreement, the A&R Registration Rights
Agreement and the transactions and documents contemplated thereby,
are not complete and are subject to and qualified in their entirety
by reference to the Merger Agreement, the A&R Forward Purchase
Agreement, the Transaction Support Agreement and the form of the
A&R Registration Rights Agreement, copies of which are filed
with this Current Report on Form 8-K as Exhibit 2.1, Exhibit
10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and the
terms of which are incorporated by reference herein.
The Merger Agreement, the A&R
Forward Purchase Agreement, the Transaction Support Agreement and
the form of the A&R Registration Rights Agreement have been
included to provide investors with information regarding their
terms. They are not intended to provide any other factual
information about Tiga or its affiliates. The representations,
warranties, covenants and agreements contained in the Merger
Agreement, the A&R Forward Purchase Agreement, the Transaction
Support Agreement, the A&R Registration Rights Agreement and
the other documents related thereto were made only for purposes of
the Merger Agreement as of the specific dates therein, were solely
for the benefit of the parties to the Merger Agreement, the A&R
Forward Purchase Agreement, the Transaction Support Agreement and
the A&R Registration Rights Agreement and may be subject to
limitations agreed upon by the contracting parties, including being
qualified by confidential disclosures made for the purposes of
allocating contractual risk between the parties to the Merger
Agreement, the A&R Forward Purchase Agreement, the Transaction
Support Agreement or the A&R Registration Rights Agreement
instead of establishing these matters as facts, and may be subject
to standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Investors are not
third-party beneficiaries under the Merger Agreement, the A&R
Forward Purchase Agreement, the Transaction Support Agreement or
the A&R Registration Rights Agreement and should not rely on
the representations, warranties, covenants and agreements or any
descriptions thereof as characterizations of the actual state of
facts or condition of the parties thereto or any of their
respective subsidiaries or affiliates. Moreover, information
concerning the subject matter of representations and warranties may
change after the date of the Merger Agreement, the Merger
Agreement, the A&R Forward Purchase Agreement, the Transaction
Support Agreement or the A&R Registration Rights Agreement, as
applicable, which subsequent information may or may not be fully
reflected in Tiga’s public disclosures.
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Item 3.02
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Unregistered Sales
of Equity Securities.
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The disclosure set forth above in
Item 1.01 of this Current Report on Form 8-K with respect to the
Forward Purchase Commitment, the Backstop Commitment (if any) and
the PIPE Investment (if any) (each as defined in the Merger
Agreement) is incorporated by reference in this Item 3.02. The
shares of New Grindr Common Stock to be issued in connection with
the Forward Purchase Commitment, the Backstop Commitment and the
PIPE Investment, as well as the shares of New Grindr Common Stock
to be issued in connection with the Business Combination to the
unitholders of Grindr who provide the requisite approval of the
Merger Agreement prior to the effectiveness of the registration
statement on Form S-4 referenced below, will not be registered
under the Securities Act, and will be issued in reliance on the
exemption from registration requirements thereof provided by
Section 4(a)(2) of the Securities Act.
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Item 7.01
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Regulation FD
Disclosure.
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On May 9, 2022, Tiga and Grindr
issued a press release (the “Press Release”) announcing the
Business Combination. The Press Release is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
Attached as Exhibit 99.2 and
incorporated by reference herein is an investor presentation dated
May, 2022, that will be used by Tiga in meetings with certain of
its shareholders as well as other persons with respect to the
Business Combination.
The information in this Item 7.01,
including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not
be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to liabilities under that section, and shall not
be deemed to be incorporated by reference into the filings of Tiga
under the Securities Act or the Exchange Act, regardless of any
general incorporation language in such filings. This Current Report
will not be deemed an admission as to the materiality of any
information of the information in this Item 7.01, including Exhibit
99.1 and Exhibit 99.2.
Disclaimer
This Current Report on Form 8-K
relates to a proposed transaction between Grindr and Tiga. This
Current Report on Form 8-K does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Additional Information and Where to
Find It
The Business Combination will be
submitted to the shareholders of Tiga for their consideration and
approval at an extraordinary general meeting of shareholders (the
“Extraordinary General Meeting”). Tiga intends to file a
registration statement on Form S-4 with the U.S. Securities and
Exchange Commission (the “SEC”), which will include a
document that serves as a prospectus and proxy statement of Tiga,
referred to as a proxy statement/prospectus. A proxy
statement/prospectus will be sent to all Tiga shareholders. The
proxy statement/prospectus will contain important information about
the Business Combination and the other matters to be voted upon at
the Extraordinary General Meeting. Tiga also will file other
documents regarding the Business Combination with the SEC. Before
making any voting decision, investors and security holders of Tiga
are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about the Business Combination.
Investors and security holders will
be able to obtain free copies of the registration statement, the
proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC by Tiga through the website
maintained by the SEC at www.sec.gov.
The documents filed by Tiga with
the SEC also may be obtained free of charge upon written request to
Tiga Acquisition Corp., Ocean Financial Centre, Level 40, 10
Collyer Quay, Singapore 049315.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
Participants
in Solicitation
Tiga and its directors and
executive officers may, under SEC rules, be deemed participants in
the solicitation of proxies from Tiga’s shareholders in connection
with the Business Combination. A list of the names of such
directors and executive officers and information regarding their
interests in the Business Combination will be contained in the
proxy statement/prospectus when available. Information regarding
the persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to Tiga shareholders in connection with the
Business Combination and other matters to be voted upon at the
Extraordinary General Meeting will be set forth in the proxy
statement/prospectus when available. You may obtain free copies of
these documents as described in this Current Report.
Forward-Looking Statements
Legend
This Current Report on Form 8-K
contains certain forward-looking statements within the meaning of
the “safe harbor” provisions of the United States Private
Securities Litigation Reform Act of 1995 with respect to the
proposed transaction between Grindr and Tiga. These forward-looking
statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “propose,” “forecast,”
“expect,” “seek,” “target” “may,” “should,” “will,” “would,” “will
be,” “will continue,” “will likely result,” and similar
expressions. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual
future events to differ materially from the forward-looking
statements in this document, including but not limited to: (i) the
risk that the transaction may not be completed in a timely manner
or at all, which may adversely affect the price of Tiga’s
securities, (ii) the risk that the transaction may not be completed
by Tiga’s business combination deadline and the potential failure
to obtain an extension of the business combination deadline if
sought by Tiga, (iii) the failure to satisfy the conditions to the
consummation of the transaction, including the adoption of the
Merger Agreement by the shareholders of Tiga, the satisfaction of
the minimum amount following redemptions by Tiga’s public
shareholders and the receipt of certain governmental and regulatory
approvals in Tiga’s trust account, (iv) the lack of a third party
valuation in determining whether or not to pursue the proposed
transaction, (v) the inability to complete the Forward Purchase
Commitment, the Backstop Commitment or the PIPE Investment, (vi)
the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement, (vii)
the effect of the announcement or pendency of the transaction on
Grindr’s business relationships, operating results, and business
generally, (viii) risks that the proposed transaction disrupts
current plans and operations of Grindr, (ix) the outcome of any
legal proceedings that may be instituted against Grindr or against
Tiga related to the Merger Agreement or the Business Combination,
(x) the ability to maintain the listing of Tiga’s securities on a
national securities exchange, (xi) changes in the competitive and
regulated industries in which Grindr operates, variations in
operating performance across competitors, changes in laws and
regulations affecting Grindr’s business and changes in the combined
capital structure, (xii) the ability to implement business plans,
forecasts, and other expectations after the completion of the
proposed transaction, and identify and realize additional
opportunities, (xiii) the risk of downturns and a changing
regulatory landscape in the highly competitive retail e-commerce
industry, (xiv) the potential benefits of the Business Combination
(including with respect to shareholder value), (xv) the effects of
competition on Grindrs future business, (xvi) risks related to
political and macroeconomic uncertainty, (xvii) the amount of
redemption requests made by Tiga’s public shareholders, (xviii) the
ability of Tiga or the combined company to issue equity or
equity-linked securities in connection with the Business
Combination or in the future and (xix) the impact of the COVID-19
pandemic. The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors and the other risks
and uncertainties described in the “Risk Factors” section of Tiga’s
registration on Form S-1 (File No. 333-249853), the registration
statement on Form S-4 discussed above and other documents filed by
Tiga from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Grindr and Tiga
assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Grindr nor Tiga gives any
assurance that either Grindr or Tiga, or the combined company, will
achieve its expectations.
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Item 9.01.
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Financial
Statements and Exhibits
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The Exhibit Index is incorporated
by reference herein.
EXHIBIT
INDEX
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Exhibit No.
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Description
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Agreement and Plan of Merger,
dated as of May 9, 2022, by and among Tiga Acquisition Corp., Tiga
Merger Sub LLC, and Grindr Group LLC.
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| |
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Amended and Restated Forward
Purchase Agreement, dated as of May 9, 2022, by and among Tiga
Acquisition Corp., and Tiga Sponsor LLC.
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Transaction Support Agreement,
dated as of May 9, 2022, by and among Tiga Acquisition Corp., Tiga
Merger Sub LLC, Tiga Sponsor LLC., and the individuals named
therein.
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| |
|
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Form of Unitholder Support
Agreement.
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| |
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Form of Amended and Restated
Registration Rights Agreement.
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| |
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Joint Press Release of Tiga
Acquisition Corp. and Grindr Group LLC, dated May 9, 2022.
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| |
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Investor Presentation of Tiga
Acquisition Corp. dated May 2022.
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*
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Exhibits and
schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The
Registrant agrees to furnish supplementally a copy of any omitted
exhibit or schedule to the Securities and Exchange Commission upon
request.
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SIGNATURE
Pursuant to
the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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TIGA ACQUISITION CORP.
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Dated: May 9, 2022
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By:
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/s/ G. Raymond Zage, III
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Name: G. Raymond Zage, III
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Title: Chairman and CEO
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