Grindr (GRND) - 2021 Q3 - Quarterly Report

PART 1 – FINANCIAL INFORMATION This section provides an overview of Tiga Acquisition Corp.'s financial performance, position, and management's analysis for the nine months ended September 30, 2021 Financial Statements Tiga Acquisition Corp. reported a net income of $22.8 million for the nine months ended September 30, 2021, primarily from fair value changes in warrant liabilities, with total assets of $282.1 million predominantly in the Trust Account Condensed Balance Sheet Summary (Unaudited) | Balance Sheet Items | Sep 30, 2021 | Dec 31, 2020 (Revised) | | :--- | :--- | :--- | | Assets | | | | Cash | $337,775 | $1,144,776 | | Investments held in Trust Account | $281,592,750 | $278,774,646 | | Total Assets | $282,104,150 | $280,181,921 | | Liabilities & Shareholders' Deficit | | | | Warrant liability | $19,009,781 | $39,232,167 | | Deferred underwriting fee payable | $9,660,000 | $9,660,000 | | Class A ordinary shares subject to possible redemption | $281,520,000 | $278,760,000 | | Total Liabilities | $34,807,254 | $55,713,791 | | Total Shareholders' Deficit | ($34,223,104) | ($54,291,870) | Condensed Statement of Operations Summary (Unaudited) | Income Statement Items | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Operating costs | ($666,952) | ($1,501,739) | | Change in fair value of warrant liabilities | $11,368,775 | $22,902,838 | | Change in fair value of forward purchase agreement liabilities | $1,105,906 | $1,290,015 | | Interest earned on investments held in Trust Account | $23,028 | $58,104 | | Net Income | $11,830,757 | $22,828,766 | Condensed Statement of Cash Flows Summary (Unaudited) | Cash Flow Items | Nine Months Ended Sep 30, 2021 | | :--- | :--- | | Net cash used in operating activities | ($780,221) | | Net cash used in investing activities | ($2,760,000) | | Net cash provided by financing activities | $2,733,220 | | Net Change in Cash | ($807,001) | | Cash – End of period | $337,775 | - The company revised its previously issued financial statements to reclassify all Class A ordinary shares subject to possible redemption from permanent equity to temporary equity, resulting in a significant increase in the reported shareholders' deficit for December 31, 2020[43][46] Notes to Unaudited Condensed Financial Statements The notes detail the company's nature as a Cayman Islands blank check company formed to effect a business combination, including going concern risks, IPO proceeds, related party transactions, and accounting for warrants and redeemable shares - The Company is a blank check company formed to effect a business combination and has not commenced any operations, with activities limited to formation, the IPO, and searching for a business combination target[22][24] - Management has determined that the mandatory liquidation if a Business Combination is not consummated by the deadline (extendable to November 27, 2022) raises substantial doubt about the Company's ability to continue as a going concern[42] - The Sponsor has agreed to pay an affiliate $10,000 per month for overhead and related services, incurring $90,000 in such fees for the nine months ended September 30, 2021[82] - The Company has a Forward Purchase Agreement (FPA) with its Sponsor for the purchase of 5 million Class A shares and 2.5 million warrants for $50 million, plus an option for an additional identical purchase, to be closed with a Business Combination[88] Fair Value of Warrant and FPA Liabilities (Level 3) | Liability | Fair Value as of Sep 30, 2021 | Fair Value as of Dec 31, 2020 | | :--- | :--- | :--- | | Warrant liability – private placement | $9,349,781 | $16,867,946 | | FPA liability – committed | $2,416,311 | $2,947,167 | | FPA liability – optional | $3,051,451 | $3,810,610 | Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's status as a pre-business combination blank check company, highlighting non-cash gains as the sole source of net income, liquidity from the trust account, and ongoing going concern risks - The company is a blank check company with activities limited to organizational tasks and identifying a target for a Business Combination, having generated no operating revenues to date[121][123] - A going concern uncertainty exists as the company must consummate a Business Combination by November 27, 2021 (extendable to November 27, 2022), or face mandatory liquidation[127][128] - The company's liquidity consists of $337,775 in cash and $281.5 million in the Trust Account as of September 30, 2021, with funds in trust intended for a Business Combination[130][132][133] - The company has contractual obligations for a $10,000 monthly administrative fee to a Sponsor affiliate and a deferred underwriting fee of $9.66 million payable upon completion of a Business Combination[138][139] Results of Operations For the three and nine months ended September 30, 2021, the company reported net income of $11.8 million and $22.8 million respectively, driven entirely by non-cash gains from fair value changes in warrant and FPA liabilities Net Income Breakdown (Unaudited) | Item | For the three months ended Sep 30, 2021 | For the nine months ended Sep 30, 2021 | | :--- | :--- | :--- | | Gain from change in fair value of warrant liability | $11,368,775 | $22,902,838 | | Gain from change in fair value of FPA liability | $1,105,906 | $1,290,015 | | Interest earned on Trust Account | $23,028 | $58,104 | | Operating costs | ($666,952) | ($1,501,739) | | Net Income | $11,830,757 | $22,828,766 | Liquidity and Capital Resources As of September 30, 2021, the company had $337,775 in cash and $281.5 million in its Trust Account, with liquidity primarily from IPO and private placement proceeds, and potential future financing from the Sponsor - On November 27, 2020, the company consummated its IPO of 27.6 million units, generating gross proceeds of $276 million, and simultaneously sold 10.28 million private placement warrants for $10.28 million[131] - In May 2021, the company extended its combination period by six months, funded by the Sponsor purchasing an additional 2.76 million private placement warrants for $2.76 million, deposited into the Trust Account[132] - The Sponsor may provide working capital loans up to $2.0 million, convertible into warrants at $1.00 per warrant upon completion of a Business Combination[135] Critical Accounting Policies The company's critical accounting policies include treating warrants and the FPA as fair-valued liabilities, classifying redeemable Class A ordinary shares as temporary equity, and using the two-class method for net income per share calculation - Warrants and the FPA are accounted for as liabilities at fair value, with changes in value recognized in the statement of operations[143] - Class A ordinary shares with redemption features are classified as temporary equity because the redemption is outside the company's control[145] - The company qualifies as an "emerging growth company" under the JOBS Act and has elected to use the extended transition period for new accounting standards[148] Quantitative and Qualitative Disclosures about Market Risk As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[151] Controls and Procedures Management concluded that disclosure controls and procedures were effective as of September 30, 2021, and a previously identified material weakness in internal control over financial reporting was remediated by June 30, 2021 - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of September 30, 2021[153] - A material weakness identified as of December 31, 2020, was remediated by June 30, 2021, by enhancing processes to better apply complex accounting standards[155] PART II – OTHER INFORMATION This section provides additional disclosures including legal proceedings, risk factors, equity sales, and other relevant information Legal Proceedings The company reports that there are no legal proceedings - None[157] Risk Factors There have been no material changes to the risk factors previously disclosed in the company's amended Annual Report on Form 10-K/A for the period ended December 31, 2020 - As of the date of this report, there have been no material changes to the risk factors disclosed in the company's amended Annual Report on Form 10-K/A filed on June 22, 2021[158] Unregistered Sales of Equity Securities and Use of Proceeds This section details the proceeds from the November 2020 Initial Public Offering and subsequent private placement of warrants, with $281.52 million placed in the Trust Account - The company consummated its IPO of 27,600,000 units at $10.00 per unit, generating gross proceeds of $276,000,000[159] - Simultaneously with the IPO, the Sponsor purchased 10,280,000 Private Placement Warrants at $1.00 each; in May 2021, the Sponsor purchased an additional 2,760,000 warrants for $2.76 million to extend the combination period[160] - Of the gross proceeds from the IPO and warrant sales, $281,520,000 was placed in the Trust Account[161] Defaults Upon Senior Securities The company reports no defaults upon senior securities - None[164] Mine Safety Disclosures This item is not applicable to the company - Not applicable[165] Other Information The company discloses that in September 2021, Willow Holdco Pte. Ltd., an entity with the company's CEO, CFO, and President as directors, acquired The Executive Centre group of companies - In September 2021, Willow Holdco Pte. Ltd., an entity where the Company's CEO, CFO, and President serve as directors, acquired The Executive Centre group of companies[166]