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ITEM 2. |
MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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References
in this report (the “Quarterly Report”) to “we,” “us” or the
“Company” refer to Tiga Acquisition Corp. References to our
“management” or our “management team” refer to our officers and
directors, and references to the “Sponsor” refer to Tiga Sponsor
LLC. The following discussion and analysis of the Company’s
financial condition and results of operations should be read in
conjunction with the financial statements and the notes thereto
contained elsewhere in this Quarterly Report. Certain information
contained in the discussion and analysis set forth below includes
forward-looking statements that involve risks and
uncertainties.
Special Note
Regarding Forward-Looking Statements
This
Quarterly Report includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”) and Section 21E of the Exchange Act that are
not historical facts, and involve risks and uncertainties that
could cause actual results to differ materially from those expected
and projected. All statements, other than statements of historical
fact included in this Form 10-Q including, without limitation,
statements in this “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” regarding the
Company’s financial position, business strategy and the plans and
objectives of management for future operations, are forward-looking
statements. Words such as “expect,” “believe,” “anticipate,”
“intend,” “estimate,” “seek” and variations and similar words and
expressions are intended to identify such forward-looking
statements. Such forward-looking statements relate to future events
or future performance, but reflect management’s current beliefs,
based on information currently available. A number of factors could
cause actual events, performance or results to differ materially
from the events, performance and results discussed in the
forward-looking statements. For information identifying important
factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements, please refer
to the Risk Factors section of the Annual Report on Form 10-K filed
with the U.S. Securities and Exchange Commission (the “SEC”). The
Company’s securities filings can be accessed on the EDGAR section
of the SEC’s website at www.sec.gov. Except as expressly required
by applicable securities law, the Company disclaims any intention
or obligation to update or revise any forward-looking statements
whether as a result of new information, future events or
otherwise.
Overview
We are a
blank check company incorporated in the Cayman Islands on July 27,
2020 formed for the purpose of effecting a merger, amalgamation,
share exchange, asset acquisition, share purchase, reorganization
or other similar Business Combination with one or more businesses.
We intend to effectuate our Business Combination using cash derived
from the proceeds of the Initial Public Offering, the exercise in
full of the over-allotment option and the sale of the Private
Placement Warrants, our shares, debt or a combination of cash,
shares and debt.
We expect to
continue to incur significant costs in the pursuit of our
acquisition plans. We cannot assure you that our plans to complete
a Business Combination will be successful.
Recent
Developments
Business Combination
On May 9,
2022, Tiga entered into an agreement and plan of merger with Tiga
Merger Sub LLC, a Delaware limited liability company and wholly
owned subsidiary of Tiga (“Merger Sub”), and Grindr (as it may be
amended, restated, supplemented or otherwise modified from time to
time, the “Merger Agreement”).
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 Transaction”):
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(i) |
at the closing of the Business Combination Transaction (the
“Closing”), in accordance with the Delaware Limited Liability
Company Act (“DGCL”), 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 series
X ordinary units and each series Y preferred units (“Grindr Unit”)
that is issued and outstanding immediately prior to the Effective
Time (as defined in the Merger Agreement) 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 quotient
obtained by dividing (i)
the Aggregate Merger Consideration (defined below), by (ii) the
number of Aggregate Fully Diluted Grindr Units (as defined below)
(“Exchange Ratio”); (y) each option to purchase series X ordinary
units granted under the Incentive Plan [(as defined in the Merger
Agreement)] (“Grindr Option”) 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 warrant (excluding Grindr Options) to purchase
Grindr Units (“Grindr Warrant”). “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 (as
defined below) 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; and
“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.
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Under the
Merger Agreement, Tiga has agreed to acquire all Grindr Units for
(i) the Grindr Valuation plus (ii) 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 the in the form of New Grindr Common Stock (at $10
per share) to be paid at the effective time of the Business
Combination. “Grindr Valuation” means $1,584,000,000 plus the amount, if any, by which the
Permitted Distribution Amount exceeds the Grindr Distribution
Amount; “Permitted Distribution Amount” means $370,000,000 and
“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.
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.
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 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.
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.
Convertible
Promissory Note
On May 12,
2022, the Sponsor advanced an aggregate amount of $430,000 to the
Company on account of the Note (as defined below). As of the date
of this quarterly report, the principal balance of the Note totaled
an aggregate amount of $1,480,000 and the amount available for
withdrawal under the Note totaled $520,000.
For additional
information on our recent developments, see Note 10 to our
unaudited condensed financial statements for the three months ended
March 31, 2022.
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, 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.
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.
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.
Results of Operations
We have
neither engaged in any operations nor generated any operating
revenues to date. Our only activities from inception through March
31, 2022 were organizational activities and those necessary to
prepare for the Initial Public Offering, described below, and,
after the Initial Public Offering, identifying a target for a
Business Combination. We do not expect to generate any operating
revenues until after the completion of our initial Business
Combination. We expect to generate non-operating income in the form
of interest income on marketable securities held after the Initial
Public Offering. We expect that we will incur increased expenses as
a result of being a public company (for legal, financial reporting,
accounting and auditing compliance), as well as for due diligence
expenses in connection with searching for, and completing, a
Business Combination.
For the
three months ended March 31, 2022, we had a net income of
$8,009,333 which consisted of a change in fair value of warrant
liabilities of $8,957,794, a change in fair value of FPA
liabilities of $218,160, and interest earned on marketable
securities held in the Trust Account of $39,730, offset by
operating costs of $1,206,351.
For the
three months ended March 31, 2021, we had a net income of
$5,572,126, which consisted of a change in fair value of warrant
liabilities of $7,328,958 and interest earned on marketable
securities held in the Trust Account of $31,721, offset by
operating costs of $184,784 and change in fair value of FPA
liabilities of $1,603,769.
Sponsor, there will be a mandatory liquidation and subsequent
dissolution of the Company. Management has determined that the
mandatory liquidation, should a Business Combination not occur and
an extension is not requested by the Sponsor, and potential
subsequent dissolution raises substantial doubt about the Company’s
ability to continue as a going concern. No adjustments have been
made to the carrying amounts of assets or liabilities should the
Company be required to liquidate after May 27, 2022.
Liquidity and
Going Concern
As of March
31, 2022, we had cash of $199,358. Until the consummation of the
Public Offering, our only source of liquidity was an initial
purchase of ordinary shares by the Sponsor and loans from our
Sponsor.
On November
27, 2020, we consummated the Initial Public Offering of 27,600,000
Units, which included the full exercise by the underwriters of
their over-allotment option in the amount of 3,600,000 Units, at a
price of $10.00 per Unit, generating gross proceeds of
$276,000,000. Simultaneously with the closing of the Initial Public
Offering, we consummated the sale of 10,280,000 Initial Private
Placement Warrants to the Sponsor at a price of $1.00 per private
placement warrant generating gross proceeds of $10,280,000.
Following
the Initial Public Offering, the full exercise of the
over-allotment option, and the Initial Private Placement, a total
of $278,760,000 was placed in the Trust Account. We incurred
$15,736,649 in transaction costs, including $5,520,000 of
underwriting fees, $9,660,000 of deferred underwriting fees and
$556,649 of other offering costs. On May 18, 2021 and November 17,
2021, respectively, the Company announced the approval and
extension of the time period to consummate a Business Combination
and the approval of the issuance and sale of certain private
placement warrants in connection therewith. On May 20, 2021 and
November 22, 2021, respectively, the required deposit of $2,760,000
was placed into the Trust Account and on May 25, 2021 and November
23, 2021, respectively, the Company issued and sold to the Sponsor
2,760,000 Extension Private Placement Warrants. The total amount of
outstanding Private Placement Warrants is 15,800,000 and the total
deposits into the Trust Account have been $284,280,000 ($10.30 per
public share).
On March 16,
2022, the Board of Directors of the Company authorized the
execution and delivery of a Convertible Promissory Note in the
principal amount of $2,000,000 (the “Note”) to the Sponsor, as part
of the Working Capital Loans. On January 25, 2022, the Sponsor had
advanced the sum of $750,000 to the Company on account of the Note.
On May 12, 2022, the Sponsor advanced an additional sum of $430,000
to the Company on account of the Note. All unpaid principal under
the Note shall be due and payable in full on the effective date of
our initial business combination, unless accelerated upon the
occurrence of an event of default.
We intend to
use substantially all of the funds held in the Trust Account,
including any amounts representing interest earned on the Trust
Account, which interest shall be net of taxes payable and excluding
deferred underwriting commissions, to complete our Business
Combination. We may withdraw interest from the Trust Account to pay
taxes, if any. To the extent that our share capital or debt is
used, in whole or in part, as consideration to complete a Business
Combination, the remaining proceeds held in the Trust Account will
be used as working capital to finance the operations of the target
business or businesses, make other acquisitions and pursue our
growth strategies.
As of March 31, 2022, we had cash of $199,358. We intend to
use the funds held outside the Trust Account primarily to identify
and evaluate target businesses, perform business due diligence on
prospective target businesses, travel to and from the offices,
plants or similar locations of prospective target businesses or
their representatives or owners, review corporate documents and
material agreements of prospective target businesses, and
structure, negotiate and complete a Business Combination.
We will need to raise additional capital through loans or
additional investments from our initial shareholders, officers or
directors. If we are unable to raise additional capital, we may be
required to take additional measures to conserve liquidity, which
could include, but not necessarily be limited to, curtailing
operations, suspending the pursuit of a potential transaction, and
reducing overhead expenses. We cannot provide any assurance that
new financing will be available to us on commercially acceptable
terms, if at all. These conditions raise substantial doubt about
our ability to continue as a going concern through one year and one
day from the issuance of this report.
In connection with the Company’s assessment of going concern
considerations in accordance with Financial ASU 2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue
as a Going Concern,” the Company has until May 27, 2022 to
consummate a Business Combination. It is uncertain that the Company
will be able to consummate a Business Combination by this time.
However, if the Company anticipates that it may not be able to
consummate a Business Combination by May 27, 2022, it may, by
resolution of the board if requested by the Sponsor, extend the
period of time to consummate a Business Combination by an
additional 6 months (until November 27, 2022 to complete a Business
Combination), subject to the Sponsor purchasing additional private
placement warrants, such extended deadline, the “Contractual
Redemption Date.” In connection with each extension, the Sponsor
must purchase an additional 2,760,000 Private Placement Warrants at
$1.00 per warrant and deposit the $2,760,000 in proceeds therefrom
must be deposited into the trust account. If a Business Combination
is not consummated by this date and an extension not requested by
the Sponsor, there will be a mandatory liquidation and subsequent
dissolution of the Company. Management has determined that the
liquidity conditions and mandatory liquidation, should a Business
Combination not occur and an extension is not requested by the
Sponsor, and potential subsequent dissolution raises substantial
doubt about the Company’s ability to continue as a going concern.
No adjustments have been made to the carrying amounts of assets or
liabilities should the Company be required to liquidate after May
27, 2022.
Off-Balance Sheet Financing
Arrangements
We have no
obligations, assets or liabilities, which would be considered
off-balance sheet arrangements as of March 31, 2022. We do not
participate in transactions that create relationships with
unconsolidated entities or financial partnerships, often referred
to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We
have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or
commitments of other entities, or purchased any non-financial
assets.
Contractual Obligations
We do not
have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than an agreement to
pay an affiliate of the Sponsor a monthly fee of $10,000 for
overhead expenses and related services provided to the Company. We
began incurring these fees on November 23, 2020 and will continue
to incur these fees monthly until the earlier of the completion of
a Business Combination and the Company’s liquidation.
The
underwriters are entitled to a deferred fee of $0.35 per Unit, or
$9,660,000 in the aggregate. The deferred fee will become
payable to the underwriters from the amounts held in the Trust
Account solely in the event that we complete a Business
Combination, subject to the terms of the underwriting
agreement.
We entered
into a private placement warrants purchase agreement, dated as of
November 23, 2020, with the Sponsor which provides that at the
option of the Sponsor, on the dates that are six, 12 and 18 months,
respectively from the closing date of the Initial Public Offering,
the Company shall issue and sell to the Sponsor, its affiliates or
permitted designees and the Sponsor shall purchase from the
Company, an additional 2,760,000, private placement warrants at a
price of $1.00 per private placement warrant for an aggregate
purchase price of $2,760,000.
We entered
into a forward purchase agreement with the Sponsor or an affiliate
of the Sponsor which provides for the purchase by the Sponsor of an
aggregate of 5,000,000 Class A ordinary shares, plus an aggregate
of 2,500,000 forward purchase warrants to purchase one Class A
ordinary share at $11.50 per share, for an aggregate purchase price
of $50,000,000, or $10.00 per Class A ordinary share, in a private
placement to close prior to or concurrently with the closing of a
Business Combination. Pursuant to the forward purchase agreement,
the forward purchaser was also granted an option to subscribe, in
the forward purchaser’s sole discretion, for an additional
5,000,000 Class A ordinary shares plus an additional 2,500,000
redeemable warrants to purchase one Class A ordinary share at
$11.50 per share, for an additional purchase price of $50,000,000,
or $10.00 per Class A ordinary share, in one or multiple private
placements to close prior to or concurrently with the closing of
our initial business combination. The obligations under the forward
purchase agreement do not depend on whether any Class A ordinary
shares are redeemed by the Public Shareholders. The forward
purchase warrants will have the same terms as the public warrants
issued as part of the Units.
Critical Accounting Policies
The
preparation of condensed financial statements and related
disclosures in conformity with accounting principles generally
accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and
liabilities at the date of the condensed financial statements, and
income and expenses during the periods reported. Actual results
could materially differ from those estimates. We identified the
following critical accounting policies:
Warrant and
Forward Purchase Agreement (FPA) Liability
The Company
accounts for the Warrants and FPA in accordance with the guidance
contained in ASC 815-40, under which the Warrants and FPA do not
meet the criteria for equity treatment and must be recorded as
liabilities. Accordingly, the Company classifies the Warrants and
FPA as liabilities at their fair value and adjusts the Warrants and
FPA to fair value at each reporting period. These liabilities are
subject to re-measurement at each balance sheet date until
exercised, and any change in fair value is recognized in the
statements of operations. Changes in the estimated fair value of
the warrants are recognized as a non-cash gain or loss on the
statements of operations.
The Public
Warrants for periods where no observable trade price was available
are valued using a Monte Carlo simulation. For periods subsequent
to the detachment of the Public Warrants from the Units, the Public
Warrant quoted market price was used as the fair value as of each
relevant date. The fair value of the Private Placement Warrants was
determined using a Black-Scholes-Merton model. The committed units
of the FPA are valued using a discounted valuation of a
reconstructed unit price and the optional units of the FPA are
valued using the same reconstructed unit price within a
Black-Scholes-Merton model framework.
Class A
Ordinary Shares Subject to Possible Redemption
We account
for our ordinary shares subject to possible redemption in
accordance with the guidance in Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A
Ordinary shares subject to mandatory redemption (if any) are
classified as a liability instrument and are measured at fair
value. Conditionally redeemable ordinary shares (including ordinary
shares that feature redemption rights that are either within the
control of the holder or subject to redemption upon the occurrence
of uncertain events not solely within our control) are classified
as temporary equity. At all other times, ordinary shares are
classified as shareholders’ equity. Our Class A ordinary shares
feature certain redemption rights that are considered to be outside
of our control and subject to occurrence of uncertain future
events. Accordingly, Class A ordinary shares subject to possible
redemption are presented as temporary equity, outside of the
shareholders’ deficit section of our balance sheets.
Net Income
per Ordinary Share
Net loss per
ordinary share is computed by dividing net loss by the weighted
average number of ordinary shares outstanding during the period.
The net income or loss is allocated to each class of shares using
an allocation of total shares, which is then divided by the total
shares for the respective class.
We did not
consider the effect of the warrants issued in connection with the
initial public offering and the private placement in the
calculation of diluted income per share because their exercise is
contingent upon future events. As a result, diluted net income per
ordinary share is the same as basic net income per ordinary share.
Accretion associated with the redeemable Class A ordinary shares is
excluded from income per ordinary share as the redemption value
approximates fair value.
Recent
Accounting Standards
In August
2020, the FASB issued Accounting Standards Update (“ASU”) No.
2020-06, Debt – Debt with Conversion and Other Options (Subtopic
470-20) and Derivatives and Hedging – Contracts in Entity’s Own
Equity (Subtopic 815-40): Accounting for Convertible Instruments
and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which
simplifies accounting for convertible instruments by removing major
separation models required under current GAAP. The ASU also removes
certain settlement conditions that are required for equity-linked
contracts to qualify for the derivative scope exception, and it
simplifies the diluted earnings per share calculation in certain
areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption
of the ASU did not impact the Company’s financial position, results
of operations or cash flows.
Management
does not believe that any recently issued, but not yet effective,
accounting standards, if currently adopted, would have a material
effect on our condensed financial statements.
JOBS Act
The
Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”)
contains provisions that, among other things, relax certain
reporting requirements for qualifying public companies. We
qualify as an “emerging growth company” and under the JOBS Act are
allowed to comply with new or revised accounting pronouncements
based on the effective date for private (not publicly traded)
companies. We are electing to delay the adoption of new or
revised accounting standards, and as a result, we may not comply
with new or revised accounting standards on the relevant dates on
which adoption of such standards is required for non-emerging
growth companies. As a result, our financial statements may
not be comparable to companies that comply with new or revised
accounting pronouncements as of public company effective
dates.
Additionally, we are in the process of evaluating the benefits of
relying on the other reduced reporting requirements provided by the
JOBS Act. Subject to certain conditions set forth in the JOBS
Act, if, as an “emerging growth company,” we choose to rely on such
exemptions we may not be required to, among other things, (i)
provide an auditor’s attestation report on our system of internal
controls over financial reporting pursuant to Section 404, (ii)
provide all of the compensation disclosure that may be required of
non-emerging growth public companies under the Dodd-Frank Wall
Street Reform and Consumer Protection Act, (iii) comply with any
requirement that may be adopted by the PCAOB regarding mandatory
audit firm rotation or a supplement to the auditor’s report
providing additional information about the audit and the financial
statements (auditor discussion and analysis) and (iv) disclose
certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the CEO’s compensation to median employee
compensation. These exemptions will apply for a period of
five years following the completion of our Initial Public Offering
or until we are no longer an “emerging growth company,” whichever
is earlier.
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ITEM 3. |
QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
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We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange
Act and are not required to provide the information otherwise
required under this item.
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ITEM 4. |
CONTROLS AND PROCEDURES
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Evaluation of
Disclosure Controls and Procedures
Disclosure
controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported within the time periods
specified in the SEC’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is accumulated
and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosure.
As required
by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief
Executive Officer and Chief Financial Officer carried out an
evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures as of March 31, 2022. Based upon
their evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)
were not effective, due to the material weakness in our internal
control over financial reporting related to the Company’s
accounting for complex financial instruments. As a result, we
performed additional analysis as deemed necessary to ensure that
our financial statements were prepared in accordance with U.S.
generally accepted accounting principles. Accordingly, management
believes that the financial statements included in this Form 10-Q
present fairly in all material respects our financial position,
results of operations and cash flows for the period
presented.
Management
has implemented remediation steps to improve our internal control
over financial reporting. Specifically, we expanded and improved
our review process for complex financial instruments. We plan to
further improve this process by enhancing access to accounting
literature, identification of third-party professionals with whom
to consult regarding complex accounting applications and
consideration of additional staff with the requisite experience and
training to supplement existing accounting professionals.
Changes in
Internal Control Over Financial Reporting
There was no
change in our internal control over financial reporting that
occurred during the quarter ended March 31, 2022 covered by this
Report that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting
except for the below.
The Company
has made changes in its internal control over financial reporting
to enhance our processes to identify and appropriately apply
applicable accounting requirements to better evaluate and
understand the nuances of the complex accounting standards that
apply to our condensed consolidated financial statements, including
providing enhanced access to accounting literature, research
materials and documents and increased communication among our
personnel and third-party professionals with whom we consult
regarding complex accounting applications. The Company can offer no
assurance that these changes will ultimately have the intended
effects.
PART II - OTHER INFORMATION
|
ITEM 1. |
LEGAL PROCEEDINGS.
|
None.
Factors that
could cause our actual results to differ materially from those in
this Quarterly Report are any of the risks described in our amended
Annual Report on Form 10-K for the period ended December 31, 2021
as filed with the SEC on March 22, 2022. Any of these factors could
result in a significant or material adverse effect on our results
of operations or financial condition. Additional risk factors not
presently known to us or that we currently deem immaterial may also
impair our business or results of operations. As of the date of
this Quarterly Report, other than as described below, there have
been no material changes to the risk factors disclosed in our
amended Annual Report on Form 10-K for the period ended December
31, 2021 as filed with the SEC on March 22, 2022. We may disclose
changes to such factors or disclose additional factors from time to
time in our future filings with the SEC.
If the SEC adopts the proposed
rules and regulations relating to, among other things, enhancing
disclosures in business combination transactions involving SPACs,
our ability to complete an initial business combination could be
adversely and materially affected.
On March 30, 2022, the SEC issued
certain proposed rules relating to, among other items, enhancing
disclosures in business combination transactions involving SPACs
and private operating companies; amending the financial statement
requirements applicable to transactions involving shell companies;
increasing the liability of projections in SEC filings in
connection with proposed business combination transactions;
increasing the potential liability of certain participants in
proposed business combination transactions; and modifying the
extent to which SPACs could become subject to regulation under the
Investment Company Act, including a proposed rule that would
provide SPACs a safe harbor from treatment as an investment company
if they satisfy certain conditions that limit a SPAC’s duration,
asset composition, business purpose and activities. These rules, if
adopted, whether in the form proposed or in revised form, may
increase the costs and time needed to negotiate and complete an
initial business combination or impair our ability to complete an
initial business combination, which may materially and adversely
affect us.
|
ITEM 2. |
UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS.
|
On November
27, 2020, we consummated the Initial Public Offering of 27,600,000
Units, inclusive of 3,600,000 Units sold to the underwriters upon
the underwriters’ election to fully exercise their over-allotment
option, at a price of $10.00 per Unit, generating total gross
proceeds of $276,000,000. The securities sold in the offering were
registered under the Securities Act on registration statements on
Form S-1 (No. 333-249853 and 333-250902). The registration
statements became effective on November 23, 2020.
Simultaneously with the consummation of the Initial Public Offering
and the full exercise of the over-allotment option, we consummated
a private placement of 10,280,000 Initial Private Placement
Warrants to our Sponsor at a price of $1.00 per Initial Private
Placement Warrant, generating total proceeds of $10,280,000. Such
securities were issued pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act. On May 18, 2021
and November 17, 2021, respectively, the Company announced the
approval and extension of the time period to consummate a Business
Combination and the approval of the issuance and sale of certain
private placement warrants in connection therewith. On May 20, 2021
and November 22, 2021, respectively, the required deposit of
$2,760,000 was placed into the Trust Account and on May 25, 2021
and November 23, 2021, respectively, the Company issued and sold to
the Sponsor 2,760,000 Extension Private Placement Warrants. The
total amount of outstanding Private Placement Warrants is
15,800,000 as of the date of this filing.
The Private
Placement Warrants are identical to the Public Warrants underlying
the Units sold in the Initial Public Offering, except that the
Private Placement Warrants are not transferable, assignable or
salable until 30 days after the completion of a Business
Combination, subject to certain limited exceptions.
Of the gross
proceeds received from the Initial Public Offering including the
over-allotment option, and the sale of the Private Placement
Warrants, $284,280,000 was placed in the Trust Account.
We paid a
total of $5,520,000 in underwriting discounts and commissions and
$556,649 for other offering costs related to the Initial Public
Offering. In addition, the underwriters agreed to defer $9,660,000
in underwriting discounts and commissions.
For a
description of the use of the proceeds generated in the Initial
Public Offering, see Part I, Item 2 of this Form 10-Q.
|
ITEM 3. |
DEFAULTS UPON SENIOR
SECURITIES.
|
None.
|
ITEM 4. |
MINE SAFETY DISCLOSURES.
|
Not
applicable.
|
ITEM 5. |
OTHER INFORMATION.
|
In September
2021, an entity, Willow Holdco Pte. Ltd., to which Diana Luo, CFO,
G. Raymond Zage III, CEO and Chairman, and Ashish Gupta, President,
are directors, consummated the purchase of The Executive Centre
group of companies.
The
following exhibits are filed as part of, or incorporated by
reference into, this Quarterly Report on Form 10-Q.
|
No.
|
|
Description of Exhibit
|
2.1
|
|
Merger Agreement, dated as of May
9, 2022, by and among Tiga Acquisition Corp., Tiga Merger Sub LLC,
and Grindr Group LLC.(1)
|
10.1
|
|
Amended and Restated Forward
Purchase Agreement, dated as of May 9, 2022, by and among Tiga
Acquisition Corp., and Tiga Sponsor LLC.(1)
|
10.2
|
|
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.
(1)
|
10.3
|
|
Form of Unitholder Support
Agreement.(1)
|
10.4
|
|
Form of Amended and Restated
Registration Rights Agreement.(1)
|
|
|
|
Certification of Principal Executive Officer Pursuant to Securities
Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
Certification of Principal Financial Officer Pursuant to Securities
Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C.
Section 1350, as adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C.
Section 1350, as adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
101.INS*
|
|
XBRL
Instance Document
|
|
101.CAL*
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
|
101.SCH*
|
|
XBRL
Taxonomy Extension Schema Document
|
|
101.DEF*
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
|
XBRL
Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
|
*
|
Filed herewith.
|
|
**
|
Furnished.
|
|
(1)
|
Previously filed as an exhibit to our Current Report on Form 8-K
filed on May 9, 2022 and incorporated by reference herein.
|
Pursuant to the requirements of
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
| |
TIGA
ACQUISITION CORP.
|
| |
|
|
|
Date: May
16, 2022
|
|
/s/ George
Raymond Zage III
|
| |
Name:
|
George
Raymond Zage III
|
| |
Title:
|
Chief Executive Office and
Chairman
|
| |
|
(Principal
Executive Officer)
|
| |
|
|
|
Date: May
16, 2022
|
|
/s/ Diana
Luo
|
| |
Name:
|
Diana
Luo
|
| |
Title:
|
Chief
Financial Officer
|
| |
|
(Principal
Financial and Accounting Officer)
|
27