Filed by Tiga
Acquisition Corp.
pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Tiga Acquisition Corp.
Commission File No. 001-39714
Date: September 13, 2022
Financial Times: Grindr names new top team as it prepares to go
public in Spac deal
By Cristina Criddle
and Ortenca Aliaj
September 13,
2022
Grindr has named a
new management team as the gay dating app prepares to go public
through a special purpose acquisition company merger slated for
later this year.
George Arison,
founder of online car sales group Shift, will become chief
executive on October 19, while Vanna Krantz has been appointed
chief financial officer, previously heading up the same position at
fintech company Passport and Disney Streaming Services.
The California-based
company announced in May a deal to go public through a merger with
Tiga Acquisition Corp, a set up by Ashish Gupta in 2020, which it
said at the time gave the business an implied valuation of
$2.1bn.
Arison, who is openly
gay and has been on Grindr’s board since May, is confident
that going public through a Spac is the right move for the dating
app.
“The IPO market is
more or less shut down right now, so the Spac was a way to get that
done,” he said, admitting it was hard to predict what the
redemptions rate will be in the current climate.
“We have an amazing
business that can scale so much, so my goal will be to drive
that . . . [and] build a team that is ready to run a public
company.”
Spacs have
experienced a frenzy over the past couple of years with investors
contributing more than $250bn to blank-cheque companies since the
start of 2020. But recently, they have lost their shine after a
series of high-profile flops and a crackdown by
regulators.
That, combined with
the current downturn in the market, has led to a high redemption
rate on mergers, where shareholders opt to redeem shares and cash
in on the IPO proceeds rather than receiving stock in the newly
merged public company.
If the deal goes
ahead, existing shareholders will own 78 percent of Grindr. The
dating app will receive $384mn in proceeds as part of the
transaction with Tiga, $137mn of which will be used to pay down
Grindr’s debt.
The estimated merger
valuation is more than triple what San Vicente Acquisition paid for
Grindr two years ago, when US regulators forced its then-Chinese
owner, gaming group Beijing Kunlun Tech, to divest the company over
national security concerns.
Arison founded
ride-hailing app Taxi Magic, now known as Curb, which was acquired
by Verifone in 2015. He also has a history of investing in tech
start-ups.
Dating apps have been
struggling to acquire new users as people favour in-person
interactions after the global lockdowns. Last month, Tinder said it
was focusing efforts on attracting new Gen Z users after sign-ups
failed to return to pre-pandemic levels.
Although figures from
mobile app analysts Data.ai suggested app downloads of 13-year-old
Grindr were declining, the platform has a younger user base, with
80 per cent under the age of 35.
Grindr, which serves
the LGBT community, has more than 11mn monthly active users,
723,000 of whom are paying customers. Subscriptions are the main
driver of the app’s revenues, which grew 30 per cent year on year
in 2021 to $147mn.
The company is also
under pressure to introduce stricter age verification technologies
to keep underage users off the app, without compromising the safety
of its users who are not openly gay or live in countries where they
face discrimination. Grindr said it was currently working with
Google and Apple to create age and identity verification
technology.
“Protecting people is
really important and not everybody on Grindr is out and publicly
open about being gay,” said Arison. “Being very protective of
people’s identity is really, really crucial. And it’s something I
am going to pay a lot of attention to.”
About Grindr
With roughly 11 million monthly active users in virtually every
country in the world in 2021, Grindr has grown to become a
fundamental part of the queer community since its launch in 2009.
The company continues to expand its ecosystem to enable gay, bi,
trans, and queer people to connect, express themselves, and
discover the world around them. Grindr is headquartered in West
Hollywood, California. The Grindr app is available on the App Store
and Google Play.
Forward Looking Statements
This document may contain a number of “forward-looking statements.”
Forward-looking statements include information concerning Grindr’s
possible or assumed future results of operations, business
strategies, competitive position, industry environment, and
potential growth opportunities, including any potential benefits
that may be realized as a result of new members of management.
These forward-looking statements are based on Grindr’s management’s
current expectations, estimates, projections and beliefs, as well
as a number of assumptions concerning future events. When
used in this press release, the words “estimates,” “projected,”
“expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “should,” “future,”
“propose” and variations of these words or similar
expressions (or the negative versions of such words
or expressions) are intended to identify forward-looking
statements. These forward-looking statements are not guarantees of
future performance, conditions or results, and involve a number of
known and unknown risks, uncertainties, assumptions and other
important factors, many of which are outside Grindr’s
management’s control, that could cause actual results to differ
materially from the results discussed in the forward-looking
statements. These risks, uncertainties, assumptions and other
important factors include, but are not limited to: (a) the
inability to complete the proposed business combination due to the
failure to obtain shareholder approval or other conditions to
closing; (b) the risk that the proposed business combination
disrupts current plans and operations of Grindr; (c) the
ability to recognize the anticipated benefits of the proposed
business combination, which may be affected by, among other
things, competition, the ability of the combined company to
grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its management and key
employees; (d) costs related to the proposed business combination;
(d) changes in applicable laws or regulations; (e) the possibility
that Grindr may be adversely affected by other economic,
business and/or competitive factors; and (f) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed transaction, and identify
and realize additional opportunities.
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 the
registration statement on Form S-4 and other documents filed by
Tiga Acquisition Corp. (NYSE: TINV) 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. You are cautioned not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. Except as required by law, Grindr
undertakes no obligation to update or revise its
forward-looking statements to reflect events or circumstances after
the date of this release.
No Offer
or Solicitation
This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
For more
information please contact:
For Grindr Communications and Investor Relations:
Patrick Lenihan
Patrick.Lenihan@grindr.com
Investors:
Ellipsis
Jeff Majtyka
IR@grindr.com
Media:
TrailRunner
International
Lexi Schuchert
Press@grindr.com