Grindr (US:GRND)2022-03-22 21:23Part I Business Tiga Acquisition Corp. is a Cayman Islands SPAC formed to effect a business combination, holding $284.4 million in its trust account - The company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, or similar business combination22 - The company has until May 27, 2022, to consummate a business combination, with an option to extend the deadline by an additional 6 months to November 27, 2022, subject to the Sponsor purchasing additional private placement warrants2829 - The initial business combination must be with a target business having a fair market value equal to at least 80% of the net assets held in the trust account38 Initial Public Offering (IPO) and Trust Account Details | Metric | Value | | :--- | :--- | | IPO Date | November 27, 2020 | | Units Sold | 27,600,000 | | Price per Unit | $10.00 | | Gross Proceeds from IPO | $276,000,000 | | Trust Account Balance (Dec 31, 2021) | $284.4 million | | Cash Outside Trust (Dec 31, 2021) | $17,499 | Risk Factors The company faces significant risks as a blank check company, including a going concern warning and internal control weaknesses - The company's independent registered public accounting firm has expressed substantial doubt about its ability to continue as a going concern due to the requirement to complete a business combination by May 27, 202258 - A material weakness in internal control over financial reporting was identified. This relates to the accounting classification of public shares and the presentation of earnings per share, which could adversely affect the ability to report financial results accurately204206 - The company's warrants are accounted for as liabilities, and changes in their fair value could cause material fluctuations in financial results205 - The requirement to complete a business combination by May 27, 2022, gives potential target businesses leverage in negotiations and may limit the time for due diligence70 - Conflicts of interest may arise as the Sponsor, officers, and directors will lose their entire investment if a business combination is not completed. They are also involved in other similar special purpose acquisition companies, such as Tiga Acquisition Corp. II and III150154 Unresolved Staff Comments The company has no unresolved comments from the SEC staff - None227 Properties The company utilizes office space in Singapore provided by its Sponsor under an administrative services agreement - The company maintains its executive offices at Ocean Financial Centre in Singapore and pays its Sponsor a monthly fee of $10,000 for office space and administrative services228 Legal Proceedings As of December 31, 2021, the company is not involved in any material legal proceedings - To the knowledge of management, there was no material litigation, arbitration, or governmental proceeding pending against the company as of December 31, 2021229 Mine Safety Disclosures This item is not applicable to the company - Not applicable230 Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's units, Class A ordinary shares, and warrants are listed on the NYSE, with most IPO proceeds held in a trust account Securities Trading Information | Security | Trading Symbol | Exchange | | :--- | :--- | :--- | | Units | TINV.U | NYSE | | Class A Ordinary Shares | TINV | NYSE | | Warrants | TINV WS | NYSE | - Net proceeds of $278,760,000 from the IPO and initial private placement warrants were placed in the Trust Account. Subsequent sales of extension warrants added a further $5,520,000 to the trust237238 Reserved This item is reserved and contains no information Management's Discussion and Analysis of Financial Condition and Results of Operations The company reported a $23.2 million net income in 2021, but faces going concern doubts due to limited liquidity Results of Operations | Metric | For the year ended Dec 31, 2021 | For the period from Jul 27, 2020 to Dec 31, 2020 | | :--- | :--- | :--- | | Net Income (Loss) | $23,194,905 | $(20,851,423) | | Gain (Loss) from change in fair value of warrant liabilities | $23,121,405 | $(11,408,319) | | Operating Costs | $1,761,362 | $124,923 | - Management has determined that the mandatory liquidation requirement if a Business Combination is not consummated by the deadline raises substantial doubt about the Company's ability to continue as a going concern248 - As of December 31, 2021, the company had only $17,499 in cash available for working capital purposes outside of the Trust Account249 - The Sponsor may provide up to $2,000,000 in Working Capital Loans, which can be converted into private placement warrants at $1.00 per warrant at the lender's discretion256 Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Tiga Acquisition Corp. is not required to provide this information - The company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item274 Financial Statements and Supplementary Data Audited financial statements show a going concern uncertainty, with $284.5 million in assets and $36.4 million in liabilities - The independent auditor's report expresses substantial doubt about the Company's ability to continue as a going concern due to the May 27, 2022, deadline for completing a Business Combination363 Balance Sheet Summary (as of December 31, 2021) | Category | Amount | | :--- | :--- | | Cash and Investments held in Trust Account | $284,379,776 | | Total Assets | $284,521,025 | | Warrant liability | $21,220,018 | | Forward Purchase Agreement Liabilities | $5,008,045 | | Total Liabilities | $36,447,246 | | Class A ordinary shares subject to possible redemption | $284,280,000 | Statement of Operations Summary (for the year ended December 31, 2021) | Category | Amount | | :--- | :--- | | Change in fair value of warrant liabilities | $23,121,405 | | Change in fair value of forward purchase agreement liabilities | $1,749,732 | | Net income | $23,194,905 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no disagreements with its accountants on accounting and financial disclosure - None277 Controls and Procedures Management concluded disclosure controls were ineffective as of December 31, 2021, due to a material weakness in accounting - Management concluded that disclosure controls and procedures were not effective as of December 31, 2021, due to a material weakness in internal control over financial reporting279 - The material weakness relates to the company's accounting for complex financial instruments. As a result, additional analysis was performed to ensure the financial statements were prepared in accordance with U.S. GAAP279 - Remediation steps include expanding the review process for complex securities, enhancing access to accounting literature, and consulting with third-party professionals282287 Other Information There is no information to report under this item - None289 Part III Directors, Executive Officers and Corporate Governance This section details the company's directors, executive officers, board committees, and potential conflicts of interest - The board consists of five members: G. Raymond Zage, III (Chairman & CEO), Ashish Gupta (Director & President), and independent directors David Ryan, Carman Wong, and Ben Falloon291300 - The board has established an Audit Committee, a Nominating and Corporate Governance Committee, and a Compensation Committee, each composed entirely of independent directors301304307 - Significant conflicts of interest exist as certain officers and directors have fiduciary duties to other entities, including Tiga Acquisition Corp. II and Tiga Acquisition Corp. III, which may compete for acquisition opportunities317319 Executive Compensation Executive officers and directors have not received cash compensation, but an affiliate of the Sponsor receives $10,000 monthly - No cash compensation for services rendered has been received by executive officers or directors331 - An affiliate of the Sponsor is paid $10,000 per month for overhead expenses and related services, commencing from the date of NYSE listing until the earlier of a business combination or liquidation331 - Independent directors each received 20,000 founder shares at their original purchase price for their board service prior to the initial business combination331 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This section details beneficial ownership, with Tiga Sponsor LLC holding 19.8% of outstanding ordinary shares Beneficial Ownership as of February 28, 2022 | Beneficial Owner | Number of Shares | Percentage of Outstanding | | :--- | :--- | :--- | | Tiga Sponsor LLC | 6,840,000 | 19.8% | | G. Raymond Zage, III | 6,840,000 | 19.8% | | Ashish Gupta | 6,840,000 | 19.8% | | Beryl Capital Management LLC | 1,843,521 | 5.3% | | Public Sector Pension Investment Board | 1,500,000 | 4.3% | Certain Relationships and Related Transactions, and Director Independence This section outlines related party transactions, including Founder Shares and Private Placement Warrants sales to the Sponsor - The Sponsor acquired 6,900,000 Founder Shares for a total capital contribution of $25,000338 - The Sponsor purchased an aggregate of 15,800,000 Private Placement Warrants at $1.00 per warrant in connection with the IPO and subsequent extensions of the combination period341342343 - The Sponsor may provide Working Capital Loans up to $2,000,000, which are convertible into warrants at $1.00 per warrant. A $2,000,000 convertible promissory note was authorized on March 16, 2022348349 - The Company pays the Sponsor $10,000 per month for office space and administrative support350 Principal Accounting Fees and Services This section details fees paid to WithumSmith+Brown, PC, totaling $83,520 for audit and $6,605 for tax services Fees Paid to WithumSmith+Brown, PC | Fee Type | 2021 | 2020 | | :--- | :--- | :--- | | Audit Fees | $83,520 | $80,340 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $6,605 | $0 | | All Other Fees | $0 | $0 | - Since its formation, the audit committee pre-approves all auditing and permitted non-audit services356 Part IV Exhibits, Financial Statement Schedules This section lists documents filed as part of the Form 10-K, including financial statements and various exhibits - This section contains the list of financial statements and exhibits filed with the report, including the Amended and Restated Memorandum and Articles of Association, Warrant Agreement, and various related-party agreements358359