Cayman Islands
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|
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Ocean Financial Centre
Level 40, 10 Collyer Quay, Singapore
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049315
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Singapore |
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbols
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Name of each exchange on which registered
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Units, each consisting of one Class A ordinary share, $0.0001 par value, and one- half of one redeemable warrant
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TINV U
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New York Stock Exchange |
Class A ordinary shares, par value $0.0001 per share
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TINV
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New York Stock Exchange
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Redeemable warrants, each 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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New York Stock Exchange
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☒
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4 | |||
ITEM 1.
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4 | ||
ITEM 1A.
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10 | ||
ITEM IB.
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47 | ||
ITEM 2.
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47 | ||
ITEM 3.
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47 | ||
ITEM 4.
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47 | ||
48 | |||
ITEM 5.
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48 | ||
ITEM 6.
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48 | ||
ITEM 7.
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49 | ||
ITEM 7A.
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53 | ||
ITEM 8.
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54 | ||
ITEM 9.
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54 | ||
ITEM 9A.
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54 | ||
ITEM 9B.
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55 | ||
56 | |||
ITEM 10.
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56 | ||
ITEM 11.
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64 | ||
ITEM 12.
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65
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ITEM 13.
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65 | ||
ITEM 14.
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68 | ||
69 | |||
ITEM 15.
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69 |
• |
our ability to select an appropriate target business or businesses;
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• |
our ability to complete our initial business combination;
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• |
our expectations around the performance of a prospective target business or businesses;
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• |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
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• |
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
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• |
the proceeds of the forward purchase securities being available to us;
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• |
our potential ability to obtain additional financing to complete our initial business combination;
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• |
our pool of prospective target businesses;
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• |
our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or a significant
outbreak of other infectious diseases);
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• |
the ability of our officers and directors to generate a number of potential investment opportunities;
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• |
our public securities’ potential liquidity and trading;
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• |
the lack of a market for our securities;
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• |
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
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• |
the trust account not being subject to claims of third parties; or
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• |
our financial performance.
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• |
We are a recently established company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve
our business objective.
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• |
Our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern in its report.
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• |
Past performance by our management team and their affiliates may not be indicative of our future performance of an investment in us.
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• |
Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote,
holders of our Founder Shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
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• |
Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right
to redeem your shares from us for cash.
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• |
If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of
such initial business combination, regardless of how our public shareholders vote.
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• |
In evaluating a prospective target business for our initial business combination, our management will rely on the availability of all of the funds
from the sale of the forward purchase securities to be used as part of the consideration to the sellers in the initial business combination. If the sale of the forward purchase securities fails to close, we may lack sufficient funds to
complete our initial business combination.
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• |
The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business
combination targets, which may make it difficult for us to enter into a business combination with a target.
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• |
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the
most desirable business combination or optimize our capital structure.
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• |
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability
that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
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• |
The requirement that we complete our initial business combination by May 27, 2022, or prior to the Contractual Redemption Date if extended at our
Sponsor’s option or during the Extension Period may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business
combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
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• |
Our Sponsor has the right to extend the term we have to consummate our initial business combination up to the Contractual Redemption Date, without
providing our stockholders with redemption rights.
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• |
Our Sponsor may decide not to extend the term we have to consummate our initial business combination, in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate, and the rights and warrants will be worthless.
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• |
The recent coronavirus (COVID-19) pandemic and the impact on business and debt and equity markets could have a material adverse effect on our
search for a business combination, and any target business with which we ultimately complete a business combination.
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• |
We may not be able to complete our initial business combination by May 27, 2022, prior to the Contractual Redemption Date if extended at our
Sponsor’s option or during the Extension Period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive
only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, which may be less than $10.30 per share in certain circumstances and our warrants will expire worthless.
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• |
If we seek shareholder approval of our initial business combination, our initial shareholders, directors, executive officers, advisors, the
forward purchaser and their respective affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A
ordinary shares.
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• |
If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to
comply with the procedures for tendering its shares, such shares may not be redeemed.
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• |
The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and
subject us to additional trading restrictions.
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• |
You will not be entitled to protections normally afforded to investors of many other blank check companies.
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• |
If the net proceeds of the Public Offering and the Private Placements not being held in the Trust Account are insufficient to allow us to operate
at least until May 27, 2022, prior to the Contractual Redemption Date if extended at our Sponsor’s option or during the Extension Period, it could limit the amount available to fund our search for a target business or businesses and
complete our initial business combination, and we will depend on loans from our Sponsor or management team to fund our search and to complete our initial business combination.
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• |
If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by
shareholders may be less than $10.30 per share.
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• |
The grant of registration rights to our initial shareholders and holders of our private placement warrants may make it more difficult to complete
our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
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• |
We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.
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• |
Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to
other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
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• |
Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our
interests.
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• |
Since our Sponsor, officers and directors will lose their entire investment in us if our business combination is not completed, a conflict of
interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
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• |
Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to
protect your rights through the U.S. Federal courts may be limited.
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• |
We have identified a material weakness in our internal control over financial reporting. If we fail to effectively remediate this material
weakness, it could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.
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ITEM 1. |
BUSINESS.
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ITEM 1A. |
RISK FACTORS.
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• |
a limited availability of market quotations for our securities;
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• |
reduced liquidity for our securities;
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• |
a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced
level of trading activity in the secondary trading market for our securities;
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• |
a limited amount of news and analyst coverage; and
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• |
a decreased ability to issue additional securities or obtain additional financing in the future.
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• |
restrictions on the nature of our investments; and
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• |
restrictions on the issuance of securities,
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• |
registration as an investment company;
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• |
adoption of a specific form of corporate structure; and
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• |
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
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• |
may significantly dilute the equity interest of investors in the Public Offering;
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• |
may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares;
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• |
could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and
could result in the resignation or removal of our present officers and directors; and
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• |
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us
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• |
may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and
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• |
will not result in adjustment of the exercise price of our warrants
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• |
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
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• |
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios
or reserves without a waiver or renegotiation of that covenant;
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• |
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
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• |
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
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• |
our inability to pay dividends on our Class A ordinary shares;
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• |
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital
expenditures, acquisitions and other general corporate purposes;
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• |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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• |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
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• |
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt.
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• |
solely dependent upon the performance of a single business, property or asset, or
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• |
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
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• |
we have a board that includes a majority of ‘independent directors,’ as defined under the rules of the NYSE;
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• |
we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
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• |
we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
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• |
costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;
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• |
rules and regulations regarding currency redemption;
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• |
complex corporate withholding taxes on individuals or with respect to payments we make to shareholders, lenders or other stakeholders;
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• |
laws governing the manner in which future business combinations may be effected;
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• |
exchange listing and/or delisting requirements;
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• |
tariffs and trade barriers;
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• |
regulations related to customs and import/export matters;
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• |
local or regional economic policies and market conditions;
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• |
unexpected changes in regulatory requirements;
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• |
longer payment cycles;
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• |
tax issues, such as tax law changes and variations in tax laws as compared to the United States;
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• |
currency fluctuations and exchange controls;
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• |
rates of inflation, price instability and interest rate fluctuations;
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• |
challenges in collecting accounts receivable;
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• |
cultural and language differences;
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• |
employment regulations;
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• |
underdeveloped or unpredictable legal or regulatory systems;
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• |
different corporate governance and accounting standards;
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• |
corruption;
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• |
protection of intellectual property;
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• |
privacy laws;
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• |
natural disasters;
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• |
social unrest, crime, strikes, riots and civil disturbances;
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• |
regime changes and political upheaval;
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• |
terrorist attacks and wars;
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• |
government appropriation of assets; and
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• |
deterioration of political relations with the United States.
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ITEM IB. |
UNRESOLVED STAFF COMMENTS.
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ITEM 2. |
PROPERTIES.
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ITEM 3. |
LEGAL PROCEEDINGS.
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ITEM 4. |
MINE SAFETY DISCLOSURES.
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ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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ITEM 6. |
RESERVED
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ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
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ITEM 9A. |
CONTROLS AND PROCEDURES.
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(1)
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pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our
company,
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(2)
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provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with
GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and
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(3)
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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a
material effect on the consolidated financial statements.
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ITEM 9B. |
OTHER INFORMATION.
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ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
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Name
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Age
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Position
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||
G. Raymond Zage, III
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52
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Chairman and CEO
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Ashish Gupta
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45
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Director and President
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David Ryan
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52
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Independent Director
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||
Carman Wong
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49
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Independent Director
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||
Ben Falloon
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51
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Independent Director
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||
Diana Luo
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43
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Chief Financial Officer
|
||
Peter Chambers
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66
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Chief Operating Officer
|
• |
meeting with our independent accountants regarding, among other issues, audits, and adequacy of our accounting and control systems;
|
• |
monitoring the independence of the independent registered public accounting firm;
|
• |
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
|
• |
inquiring and discussing with management our compliance with applicable laws and regulations;
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• |
pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;
|
• |
appointing or replacing the independent registered public accounting firm;
|
• |
determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public
accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
|
• |
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our
financial statements or accounting policies;
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• |
monitoring compliance on a quarterly basis with the terms of the Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise
causing compliance with the terms of the Public Offering; and
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• |
reviewing and approving all payments made to our existing holders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and
approved by our board of directors, with the interested director or directors abstaining from such review and approval.
|
• |
identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors’ candidates for nomination for election at the annual general meeting or to fill
vacancies on the board of directors;
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• |
developing, recommending to the board of directors and overseeing implementation of our corporate governance guidelines;
|
• |
coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the Company; and
|
• |
reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.
|
• |
reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such
goals and objectives and determining and approving the remuneration (if any) of our chief executive officers based on such evaluation;
|
• |
reviewing and approving the compensation of all of our other Section 16 executive officers;
|
• |
reviewing our executive compensation policies and plans;
|
• |
implementing and administering our incentive compensation equity-based remuneration plans;
|
• |
assisting management in complying with our proxy statement and annual report disclosure requirements;
|
• |
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
|
• |
producing a report on executive compensation to be included in our annual proxy statement; and
|
• |
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
|
• |
duty to act in good faith in what the director or officer believes to be in the best interests of the Company as a whole;
|
• |
duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
|
• |
directors should not improperly fetter the exercise of future discretion;
|
• |
duty to exercise powers fairly as between different sections of shareholders;
|
• |
duty not to put themselves in a position in which there is a conflict between their duty to the Company and their personal interests; and
|
• |
duty to exercise independent judgment.
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Individual
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Entity
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Entity’s Business
|
Affiliation
|
|||
G. Raymond Zage, III
|
Tiga Investments Pte. Ltd(1)
|
Holding Company
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CEO
|
|||
Tiga Acquisition Corp. II
|
Blank Check Company
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CEO
|
||||
Tiga Acquisition Corp. III
|
Blank Check Company
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CEO
|
||||
Tiga Sponsor II LLC
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Holding Company
|
Manager
|
||||
Tiga Sponsor III LLC
|
Holding Company
|
Manager
|
||||
Tiga Sponsor IV LLC
|
Holding Company
|
Manager
|
||||
Tiga Sponsor V LLC
|
Holding Company
|
Manager
|
||||
PT Lippo Karawaci Tbk
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Real Property
|
Commissioner
|
||||
Whitehaven Coal Limited
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Resources
|
Director
|
||||
Toshiba Corporation
|
Electronics
|
Director
|
||||
Deposco, Inc.
|
Software
|
Director
|
||||
Cosmose Limited
|
Technology
|
Director
|
||||
DBag Shopping Limited
|
Services
|
Director
|
||||
Farallon Capital Asia Pte Ltd
|
Investment
|
Senior Advisor
|
||||
EDBI Pte. Ltd.
|
Fund Management
|
Director
|
||||
Willow Holdco Pte. Ltd
|
Real Estate
|
Director
|
||||
Hart Davis Hart
|
Auction House
|
Director
|
||||
Ashish Gupta
|
Lawl Pte. Ltd.
|
Investment
|
Director
|
|||
Tiga Acquisition Corp. II
|
Blank Check Company
|
President
|
||||
Tiga Acquisition Corp. III
|
Blank Check Company
|
President
|
||||
Tiga Sponsor II LLC
|
Holding Company
|
Manager
|
||||
Tiga Sponsor III LLC
|
Holding Company
|
Manager
|
||||
Tiga Sponsor IV LLC
|
Holding Company
|
Manager
|
||||
Tiga Sponsor V LLC
|
Holding Company
|
Manager
|
||||
Agincourt Resources (S) Ltd.
|
Resources
|
Director
|
||||
Farallon Capital Asia Pte Ltd
|
Investment
|
Advisor
|
||||
PT Bukit Makmur Mandiri Utama
|
Mining Services
|
Commissioner
|
||||
Willow Holdco Pte. Ltd
|
Real Estate
|
Director
|
Carman Wong
|
Tiga Acquisition Corp. II
|
Blank Check Company
|
Director
|
|||
Tiga Acquisition Corp. III
|
Blank Check Company
|
Director
|
||||
Diana Luo
|
Tiga Acquisition Corp. II
|
Blank Check Company
|
CFO
|
|||
Tiga Acquisition Corp. III
|
Blank Check Company
|
CFO
|
||||
Willow Holdco Pte. Ltd
|
Real Estate
|
Director
|
||||
Peter Chambers
|
PT Kredit Pintar
|
FinTech
|
Director
|
|||
PT Siloam Hospitals Tbk
|
Healthcare
|
Commissioners
|
||||
PT Lippo Karawaci Tbk
|
Real Estate
|
Advisor / Member of the
Audit Committee
|
||||
Farallon Capital Asia Pte Ltd
|
Investment
|
Advisor
|
||||
PT BBIP
|
Mining Services
|
Director
|
||||
Indo Mining Limited
|
Mining
|
Director
|
||||
PT Bukit Makmur Mandiri Utama
|
Mining Services
|
Commissioner
|
||||
PT SRLabs
|
Technology
|
Director
|
||||
Tiga Acquisition Corp. II
|
Blank Check Company
|
COO
|
||||
Tiga Acquisition Corp. III
|
Blank Check Company
|
COO
|
(1) |
Includes all portfolio companies of Tiga Investments Pte. Ltd. Mr. Zage and Mr. Gupta also serve as directors of holding companies under Tiga Investments Pte. Ltd.
|
• |
TAC2, a special purpose acquisition company focusing on the technology, internet, consumer, infrastructure, materials and financial services industries that intends to complete its initial public offering
in the second or third quarter of 2022 and may pursue initial business combination targets in such industries until two years from the closing of its initial public offering (absent an extension in accordance with its memorandum and
articles of association).
|
• |
In the course of their other business activities, our directors and officers may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other
entities with which they are affiliated, including TAC2 and TAC3. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
|
• |
Our executive officers and directors are not required to commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for
a business combination and their other businesses. Certain of our executive officers are engaged in several other business endeavors for which such officers may be entitled to substantial compensation, and our executive officers are not
obligated to contribute any specific number of hours per week to our affairs.
|
• |
As of the date of this report, our initial shareholders held an aggregate of 6,900,000 founder shares and 15,800,000 private placement warrants.
|
• |
Our initial shareholders and officers have entered into a letter agreement, and the forward purchaser has entered into the forward purchase agreement, with us, pursuant to which they have agreed to waive
their redemption rights with respect to their founder shares, forward purchase shares and public shares in connection with the completion of our initial business combination. Additionally, our initial shareholders, officers and the
forward purchaser have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and forward purchase shares if we fail to complete our initial business combination within the
prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless.
|
• |
Certain of our directors and officers will directly or indirectly own founder shares and/ or private placement warrants following this offering and, accordingly, may have a conflict of interest in
determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
|
• |
Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a
target business as a condition to any agreement with respect to our initial business combination.
|
ITEM 11. |
EXECUTIVE COMPENSATION.
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
• |
each person known by us to be a beneficial owner of more than 5% of our outstanding ordinary shares of, on an as-converted basis;
|
• |
each of our officers and directors; and
|
• |
all of our officers and directors as a group.
|
Name and Address of Beneficial Owner(1)
|
Number of Shares
Beneficially Owned
|
Percentage of
Outstanding
Ordinary Shares
|
Tiga Sponsor LLC(2)(3)
|
6,840,000
|
19.8%
|
G. Raymond Zage, III(2)(3)
|
6,840,000
|
19.8%
|
Ashish Gupta (2)(3)
|
6,840,000
|
19.8%
|
David Ryan
|
20,000
|
*
|
Carman Wong
|
20,000
|
*
|
Ben Falloon
|
20,000
|
*
|
Diana Luo
|
-
|
-
|
Peter Chambers
|
-
|
-
|
Public Sector Pension Investment Board (4)
|
1,500,000
|
4.3%
|
Beryl Capital Management LLC(5)
|
1,843,521
|
5.3%
|
* |
Less than one percent
|
(1) |
Unless otherwise noted, the business address of each of our shareholders listed is c/o Tiga Acquisition Corp., Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315.
|
(2) |
Interests shown consist solely of shares of Class B common stock which are referred to herein as founder shares. Such shares will automatically convert into shares of Class A common stock on the first
business day following the completion of our initial business combination on a one-for-one basis, subject to adjustment.
|
(3) |
Tiga Sponsor LLC, our Sponsor, is the record holder of the Class B ordinary shares reported herein. The managers of our sponsor, Messrs. Zage and Gupta, by virtue of their shared control over our Sponsor,
may be deemed to beneficially own shares held by our Sponsor.
|
(4) |
According to a Schedule 13G filed on February 12, 2021, on behalf of Public Sector Pension Investment Board. The business address for this shareholder is 1250 Rene-Levesque West, Suite 1400, Montreal,
Quebec, H3B 5E9, Canada.
|
(5) |
According to a Schedule 13G filed on February 11, 2022, on behalf of Beryl Capital Management LLC. The business address for this shareholder is 1611 S. Catalina Ave., Suite 309, Redondo Beach, CA 90277.
|
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
• |
only holders of Founder Shares will have the right to elect directors in any election held prior to or in connection with the completion of our initial business combination;
|
• |
the Founder Shares are subject to certain transfer restrictions;
|
• |
the Founder Shares are entitled to registration rights;
|
• |
our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares, forward
purchase shares and public shares, held by them, as applicable, in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their Founder Shares, forward purchase shares and
public shares, held by them, as applicable in connection with a shareholder vote to approve an amendment to our memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in
connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination by May 27, 2022, prior to the Contractual Redemption Date if extended at our Sponsor’s option
or during the Extension Period or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity; and (iii) waive their rights to liquidating distributions from the trust account
with respect to their Founder Shares, and forward purchase shares, as applicable, if we do not complete our initial business combination by May 27, 2022, or prior to the Contractual Redemption Date if extended at our Sponsor’s option
(although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we do not complete our initial business combination within the prescribed time frame) or during the
Extension Period; and
|
• |
the Founder Shares are automatically convertible into our Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis,
subject to adjustment pursuant to certain anti-dilution rights.
|
ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
ITEM 15. |
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|
(a) |
The following documents are filed as part of this report:
|
(1) |
Financial Statements
|
Page No.
|
|
Report of Independent Registered Public Accounting Firm
|
F-1
|
Financial Statements:
|
|
Balance Sheets
|
F-2
|
Statements of Operations
|
F-3
|
Statements of Changes in Shareholders’ Deficit
|
F-4
|
Statements of Cash Flows
|
F-5
|
Notes to Financial Statements
|
F-6
|
(2) |
Financial Statement Schedule
|
(3) |
Exhibits
|
/s/ WithumSmith+Brown, PC
|
|
December 31, |
||||||||
2021 | 2020 | |||||||
ASSETS | ||||||||
Current Assets
|
||||||||
Cash
|
$
|
17,499
|
$ | 1,144,776 | ||||
Prepaid expenses
|
123,750
|
262,499 | ||||||
Total Current Assets
|
141,249
|
1,407,275 | ||||||
Cash and Investments held in Trust Account
|
284,379,776
|
278,774,646 | ||||||
Total Assets
|
$
|
284,521,025
|
$ | 280,181,921 | ||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
||||||||
Current Liabilities:
|
||||||||
Accrued expenses
|
$
|
559,183
|
$ | 37,067 | ||||
Accrued offering costs
|
—
|
26,780 | ||||||
Total Current Liabilities
|
559,183
|
63,847 | ||||||
Forward Purchase Agreement Liabilities
|
5,008,045
|
6,757,777 | ||||||
Warrant liability
|
21,220,018
|
39,232,167 | ||||||
Deferred underwriting fee payable
|
9,660,000
|
9,660,000 | ||||||
Total Liabilities
|
36,447,246
|
55,713,791 | ||||||
Commitments and Contingencies
|
||||||||
Class A ordinary shares subject to possible redemption, $0.0001 par
value; 27,600,000 shares at approximately $10.30 and $10.10 per share as of December 31, 2021
and 2020, respectively
|
284,280,000
|
278,760,000 | ||||||
Shareholders’ Deficit
|
||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
|
—
|
— | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; excluding 27,600,000 shares subject to possible redemption at December 31, 2021 and 2020, respectively
|
—
|
— | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000
shares issued and outstanding as of December 31, 2021 and 2020, respectively
|
690
|
690 | ||||||
Additional paid-in capital |
— | — | ||||||
Accumulated deficit
|
(36,206,911
|
)
|
(54,292,560 | ) | ||||
Total Shareholders’ Deficit
|
(36,206,221
|
)
|
(54,291,870 | ) | ||||
Total Liabilities and Shareholders’ Deficit
|
$
|
284,521,025
|
$ | 280,181,921 |
For the
Year Ended December 31,
|
For the
Period from July
27, 2020
(inception) to
December 31,
|
|||||||
2021 |
2020 |
|||||||
Operating costs
|
$
|
1,761,362
|
$ |
124,923 | ||||
Loss from operations
|
(1,761,362
|
)
|
(124,923 | ) | ||||
Other income (expenses):
|
||||||||
Interest earned on investments held in Trust Account
|
85,130
|
14,646 | ||||||
Change in fair value of warrant liabilities
|
23,121,405
|
(11,408,319 | ) | |||||
Fair value of private placement warrant in excess of purchase price
|
— | (1,646,600 | ) | |||||
Change in fair value of forward purchase agreement liabilities
|
1,749,732 | (3,358,302 | ) | |||||
Initial loss on forward purchase agreement liabilities
|
—
|
(3,399,475 | ) | |||||
Transaction costs allocable to derivatives
|
—
|
(928,450 | ) | |||||
Total other income (expenses), net
|
24,956,267
|
(20,726,500 | ) | |||||
Net income (loss)
|
$
|
23,194,905
|
$ |
(20,851,423 | ) | |||
Weighted average shares outstanding of Class A ordinary shares
|
27,600,000
|
21,660,759 | ||||||
Basic and diluted net income (loss) per share, Class A ordinary shares
|
$
|
0.67
|
$ |
(0.79 | ) | |||
Weighted average shares outstanding of Class B ordinary shares
|
6,900,000
|
4,870,253 | ||||||
Basic and diluted net income (loss) per share, Class B ordinary shares
|
$
|
0.67
|
$ |
(0.79 | ) |
Class B Ordinary Shares
|
Additional
Paid-in
|
Accumulated
|
Total
Shareholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||
Balance – July 27, 2020 (inception)
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||||||||
Issuance of Class B ordinary shares to Sponsors
|
6,900,000
|
690
|
24,310
|
—
|
25,000
|
|||||||||||||||
Accretion for Class A ordinary shares to redemption amount
|
—
|
—
|
(24,310
|
)
|
(33,441,137
|
)
|
(33,465,447
|
)
|
||||||||||||
Net loss
|
—
|
—
|
—
|
(20,851,423
|
)
|
(20,851,423
|
)
|
|||||||||||||
Balance – December 31, 2020
|
6,900,000
|
$
|
690
|
$
|
—
|
$
|
(54,292,560
|
)
|
$
|
(54,291,870
|
)
|
|||||||||
Cash received in excess of fair value of Private Placement Warrants |
— | — |
410,744 | — | 410,744 | |||||||||||||||
Accretion for Class A ordinary shares to redemption amount | — | — | (410,744 | ) | (5,109,256 | ) | (5,520,000 | ) | ||||||||||||
Net income
|
— | — | — | 23,194,905 | 23,194,905 | |||||||||||||||
Balance – December 31, 2021
|
6,900,000 | $ |
690 | $ |
— | $ |
(36,206,911 | ) | $ |
(36,206,221 | ) |
For the
Year Ended
December 31,
|
For the
Period from
July 27, 2020
(inception) to
December 31,
|
|||||||
2021 | 2020 | |||||||
Cash Flows from Operating Activities:
|
||||||||
Net income (loss)
|
$
|
23,194,905
|
$ | (20,851,423 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Change in fair value of warrant liabilities
|
(23,121,405
|
)
|
11,408,319 | |||||
Change in fair value of forward purchase agreement liabilities
|
(1,749,732
|
)
|
3,358,302 | |||||
Fair value of private placement warrant in excess of purchase price
|
—
|
1,646,600 | ||||||
Interest earned on investments held in Trust Account
|
(85,130
|
)
|
(14,646 | ) | ||||
Formation cost paid by Sponsor in exchange for issuance of founder shares
|
—
|
5,000 | ||||||
Initial loss on forward purchase agreement liabilities
|
—
|
3,399,475 | ||||||
Transaction costs allocable to derivatives
|
—
|
928,450 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
138,749
|
(262,499 | ) | |||||
Accrued expenses
|
522,116
|
37,067 | ||||||
Net cash used in operating activities
|
$ |
(1,100,497
|
)
|
$ | (345,355 | ) | ||
Cash Flows from Investing Activities:
|
||||||||
Investment of cash into Trust Account
|
$ |
(5,520,000
|
)
|
$ | (278,760,000 | ) | ||
Net cash used in investing activities
|
$ |
(5,520,000
|
)
|
$ | (278,760,000 | ) | ||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from sale of Units, net of underwriting discounts paid
|
—
|
270,480,000 | ||||||
Proceeds from promissory note – related party
|
—
|
300,000 | ||||||
Repayment of promissory note – related party
|
—
|
(300,000 | ) | |||||
Payment of offering costs
|
(26,780
|
)
|
(509,869 | ) | ||||
Proceeds from sale of Private Placements Warrants
|
5,520,000 | 10,280,000 | ||||||
Net cash provided by financing activities
|
$ |
5,493,220
|
$ | 280,250,131 | ||||
Net Change in Cash
|
$ |
(1,127,277
|
)
|
$ | 1,144,776 | |||
Cash – Beginning of period
|
1,144,776
|
— | ||||||
Cash – End of period
|
$
|
17,499
|
$ |
1,144,776 | ||||
Non-Cash investing and financing activities:
|
||||||||
Offering costs included in accrued offering costs
|
$ |
— |
|
$ |
26,780 | |||
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares
|
$
|
—
|
$ |
20,000 | ||||
Deferred underwriting fee payable
|
$
|
—
|
$ |
9,660,000 |
Gross proceeds
|
$
|
278,760,000
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
$
|
(15,897,248
|
)
|
|
Class A ordinary shares issuance costs
|
$
|
(17,568,199
|
)
|
|
Plus:
|
||||
Accretion of carrying value to redemption value
|
$
|
33,465,447
|
||
Class A ordinary shares subject to possible redemption at December 31, 2020
|
$
|
278,760,000
|
||
Plus: | ||||
Accretion of carrying value to redemption value | $ | 5,520,000 | ||
Class A ordinary shares subject to possible redemption at December 31, 2021 | $ | 284,280,000 |
Year Ended December 31, |
Period from July 27, 2020 (inception) to December 31,
|
|||||||||||||||
2021 | 2020 |
|||||||||||||||
Class A |
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic and diluted net income per ordinary share
|
|
|||||||||||||||
Numerator:
|
|
|||||||||||||||
Allocation of net income , as adjusted
|
$ |
18,555,924 | $ |
4,638,981 | $ |
(17,023,763
|
)
|
$ |
(3,827,660 | ) | ||||||
Denominator:
|
|
|||||||||||||||
Basic and diluted weighted average shares outstanding
|
27,600,000 | 6,900,000 |
21,660,759
|
4,870,253 | ||||||||||||
Basic and diluted net income per ordinary share
|
$ |
0.67 | $ |
0.67 | $ |
(0.79
|
)
|
$ |
(0.79 | ) |
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets that are directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted
prices for identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations
derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
●
|
in whole and not in part;
|
|
●
|
at a price of $0.01 per warrant;
|
|
●
|
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
|
|
●
|
if, and only if, the last reported sale price of the Class A ordinary
shares for any 20
trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the
like).
|
●
|
in whole and not in part;
|
|
●
|
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a
cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares;
|
|
●
|
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for
share sub-divisions, share dividends, reorganizations, recapitalizations and the like); and
|
|
●
|
if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions,
share dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
Level 1:
|
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability
occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
|
Level 2:
|
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and
quoted prices for identical assets or liabilities in markets that are not active.
|
|
Level 3:
|
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
|
Held-To-Maturity
|
Level
|
Amortized
Cost
|
Gross
Holding
Gain/(Loss)
|
Fair
Value (i)
|
|||||||||||||
December 31, 2021
|
U.S. Treasury Securities
(Mature on 1/25/2022)
|
1
|
$
|
284,373,197
|
$
|
959
|
$
|
284,374,156
|
|||||||||
December 31, 2020
|
U.S. Treasury Securities
(Mature on 2/25/2021)
|
1
|
$
|
278,773,543
|
$
|
(1,423
|
)
|
$
|
278,772,120
|
(i)
|
Fair value of securities does not include cash held in trust in the amount of $6,579 and $1,103, as of December 31, 2021 and 2020, respectively.
|
Level
|
December 31,
2021
|
Level
|
December 31,
2020
|
|||||||||||||
Warrant liability – Public Warrants
|
1
|
$
|
9,798,000
|
3
|
$
|
22,364,221
|
||||||||||
Warrant liability – Private Placement Warrants
|
3
|
$
|
11,422,018
|
3
|
$
|
16,867,946
|
||||||||||
FPA liability – committed
|
3
|
$
|
2,474,941
|
3
|
$
|
2,947,167
|
||||||||||
FPA liability – optional
|
3
|
$
|
2,533,104
|
3
|
$
|
3,810,610
|
As of
December 31, 2021
|
As of
December 31, 2020
|
|||||||
Warrants- Private Placement
|
||||||||
Common share price
|
$
|
10.13
|
$
|
9.77
|
||||
Volatility
|
10.20
|
%
|
22.59
|
%
|
||||
Expected life of the options to convert
|
5.45 years
|
5.95 years
|
||||||
Risk free rate
|
1.30
|
%
|
0.50
|
%
|
||||
Dividend yield
|
0
|
%
|
0
|
%
|
||||
FPA-committed
|
||||||||
Common share price
|
$
|
10.13
|
$
|
9.77
|
||||
Time to maturity
|
0.45 year
|
0.95 year
|
||||||
Risk Free rate
|
0.17
|
%
|
0.10
|
%
|
||||
FPA-optional
|
||||||||
Common share price
|
$
|
10.13
|
$
|
9.77
|
||||
Volatility
|
5.0
|
%
|
10
|
%
|
||||
Time to maturity
|
0.45 year
|
0.95 year
|
||||||
Risk Free rate
|
0.17
|
%
|
0.10
|
%
|
Public
Warrants
|
Private
Placement
Warrants
|
Total
Warrant
Liabilities
|
Committed
FPA
|
Optional
FPA
|
Total FPA
Liabilities
|
|||||||||||||||||||
Fair value as of July 27, 2020 (inception)
|
$ |
— | $ |
— | $ |
— | $ |
— | $ |
— | $ |
— | ||||||||||||
Initial measurement on November 27, 2020 | 15,897,248 | 11,926,600 | 27,823,848 | 904,970 | 2,494,505 | 3,399,475 | ||||||||||||||||||
Change in fair value | 6,466,973 | 4,941,346 | 11,408,319 | 2,042,197 | 1,316,105 | 3,358,302 | ||||||||||||||||||
Fair value as of December 31, 2020
|
|
22,364,221
|
$
|
16,867,946
|
$
|
39,232,167
|
$
|
2,947,167
|
$
|
3,810,610
|
$
|
6,757,777
|
||||||||||||
Additional Private Placement
Warrants May 27, 2021
|
—
|
2,680,452
|
2,680,452
|
—
|
—
|
—
|
||||||||||||||||||
Additional Private Placement
Warrants November 27, 2021
|
—
|
2,428,804
|
2,428,804
|
—
|
—
|
—
|
||||||||||||||||||
Change in fair value
|
(12,566,221
|
)
|
(10,555,184
|
)
|
(23,121,405
|
)
|
(472,226
|
)
|
(1,277,506
|
)
|
(1,749,732
|
)
|
||||||||||||
Fair value as of December 31, 2021
|
$
|
9,798,000
|
$
|
11,422,018
|
$
|
21,220,018
|
$
|
2,474,941
|
$
|
2,533,104
|
$
|
5,008,045
|
Exhibit
Number
|
Description
|
Amended and Restated Memorandum and Articles of Association (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-39714),
filed with the SEC on November 30, 2020).
|
|
Specimen Unit Certificate (Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-l (File No. 333-249853), filed with the SEC on
November 4, 2020).
|
|
Specimen Ordinary Share Certificate (Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-l (File No. 333-249853), filed with the SEC
on November 4, 2020).
|
|
Specimen Warrant Certificate (Included in Exhibit 4.4).
|
|
Warrant Agreement between Tiga Acquisition Corp. and Continental Stock Transfer & Trust Company, dated as of November 23. 2020 (Incorporated by reference to exhibit 4.1 to the
Company’s Current Report on Form 8-K (File No. 001-39714), filed with the SEC on November 30, 2020).
|
|
Description of Securities, filed with the SEC herewith.
|
|
Letter Agreements among Tiga Acquisition Corp. and Tiga Sponsor LLC and Tiga Acquisition Corp. and its officers and directors, dated as of November 23, 2020 (Incorporated by reference
to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-39714), filed with the SEC on November 30, 2020).
|
|
Investment Management Trust Agreement between Tiga Acquisition Corp. and Continental Stock Transfer & Trust Company, dated as of November 23, 2020 (Incorporated by reference to the
corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-39714), filed with the SEC on November 30, 2020).
|
|
Registration Rights Agreement among Tiga Acquisition Corp., Tiga Sponsor LLC and the holders signatory thereto, dated as of November 23, 2020 (Incorporated by reference to the
corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-39714), filed with the SEC on November 30, 2020).
|
|
Private Placement Warrants Purchase Agreement between Tiga Acquisition Corp. and Tiga Sponsor LLC, dated as of November 23, 2020 (Incorporated by reference to the corresponding exhibit
to the Company’s Current Report on Form 8-K (File No. 001-39714), filed with the SEC on November 30, 2020).
|
|
Administrative Services Agreement by and among Tiga Acquisition Corp. and Tiga Sponsor LLC, dated as of November 23, 2020 (Incorporated by reference to the corresponding exhibit to the
Company’s Current Report on Form 8-K (File No. 001-39714), filed with the SEC on November 30, 2020).
|
|
Form of Indemnity Agreement (Incorporated by reference to exhibit 10.5 to the Company’s Registration Statement on Form S-l (File No. 333-249853), filed with the SEC on November 4,
2020).
|
|
Promissory Note, dated as of July 27, 2020 by Tiga Acquisition Corp. in favor of Tiga Sponsor LLC, in the amount of $300,000 (Incorporated by reference to exhibit 10.6 to the Company’s
Registration Statement on Form S-l (File No. 333-249853), filed with the SEC on November 4, 2020).
|
Securities Subscription Agreement by and among Tiga Acquisition Corp. and Tiga Sponsor LLC, dated July 27, 2020 (Incorporated by reference to exhibit 10.7 to the Company’s Registration
Statement on Form S-l (File No. 333-249853), filed with the SEC on November 4, 2020).
|
|
Convertible Promissory Note, dated as of March 16, 2022 by Tiga Acquisition Corp. in favor of Tiga Sponsor LLC, in the amount of $2,000,000, filed with the SEC herewith.
|
|
Power of Attorney (included on signature pages herein).
|
|
Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
Certification of Chief 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 Chief 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
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL
document).
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF XBRL
|
Inline Taxonomy Extension Definition Linkbase Document
|
101.LAB XBRL
|
Inline Taxonomy Extension Label Linkbase Document
|
101.PRE XBRL
|
Inline Taxonomy Extension Presentation Linkbase Document
|
104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
|
March 22, 2022
|
||||
TIGA ACQUISITION CORP.
|
||||
By:
|
/s/ George Raymond Zage III
|
|||
Name:
|
George Raymond Zage III
|
|||
Title:
|
Chairman and CEO
|
Name
|
Title
|
Date
|
/s/ George Raymond Zage III
|
Chairman, Director and CEO
|
March 22, 2022
|
George Raymond Zage III
|
||
/s/ Ashish Gupta
|
President and Director
|
March 22, 2022
|
Ashish Gupta
|
||
/s/ Diana Luo
|
Chief Financial Officer
|
March 22, 2022
|
Diana Luo
|
||
/s/ David Ryan
|
Director
|
March 22, 2022
|
David Ryan
|
||
/s/ Carman Wong
|
Director
|
March 22, 2022
|
Carman Wong
|
||
/s/ Ben Falloon
|
Director
|
March 22, 2022
|
Ben Falloon
|
• |
the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member and the voting rights of the shares
of each member;
|
• |
whether voting rights are attached to the share in issue;
|
• |
the date on which the name of any person was entered on the register as a member; and
|
• |
the date on which any person ceased to be a member.
|
(i)
|
Public Shareholders’ Warrants and Forward Purchase Warrants
|
(ii) |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
|
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
|
• |
if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the
warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like).
|
(iii) |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number
of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below);
|
• |
if, and only if, the Reference Value (as defined above under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for
share sub-divisions, share dividends, reorganizations, recapitalizations and the like); and
|
• |
if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) the private placement warrants must also be
concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
|
(iv) |
Private Placement Warrants
|
• |
we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;
|
• |
the shareholders have been fairly represented at the meeting in question;
|
• |
the arrangement is such as a businessman would reasonably approve; and
|
• |
the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”
|
Principal Amount: Not to Exceed $2,000,000
|
Dated as of March 16, 2022
|
TIGA ACQUISITION CORP.
|
||||
By:
|
/s/ George Raymond Zage III
|
|||
Name: George Raymond Zage III
|
||||
Title: Chairman, Director and CEO
|
TIGA SPONSOR LLC
|
|||
By:
|
/S/ Ashish Gupta
|
||
Name: Ashish Gupta
|
|||
Title: Manager
|
Date
|
Drawing
|
Description
|
Principal Balance
|
|||
January 25, 2022
|
$750,000
|
Working Capital
|
$750,000
|
1.
|
I have reviewed this Annual Report on Form 10-K of Tiga Acquisition Corp.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
[Omitted];
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 22, 2022
|
By:
|
/s/ George Raymond Zage III
|
George Raymond Zage III
|
||
Chairman, Director and Chief Executive Officer
(Principal Executive Officer)
|
1. |
I have reviewed this Annual Report on Form 10-K of Tiga Acquisition Corp.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
[Omitted];
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 22, 2022
|
By:
|
/s/ Diana Luo
|
Diana Luo
|
||
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: March 22, 2022
|
By:
|
/s/ George Raymond Zage III
|
George Raymond Zage III
|
||
Chairman, Director and Chief Executive Officer (Principal Executive Officer)
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: March 22, 2022
|
By:
|
/s/ Diana Luo
|
Diana Luo
|
||
Chief Financial Officer
(Principal Financial and Accounting Officer)
|