Cayman Islands
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6770
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N/A
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(State or other jurisdiction of incorporation
or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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Neil Whoriskey
Rod Miller
Milbank LLP
55 Hudson Yards
New York, NY 10001
Tel: (212) 530-5000
and
David H. Zemans
Milbank LLP
12 Marina Boulevard, #36-03
Marina Bay Financial Centre Tower 3
Singapore 018982
Tel: +65 6428-2400
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David Peinsipp
Jamie Leigh
Kristin VanderPas
Garth Osterman
Cooley LLP
3 Embarcadero Center, 20th Floor
San Francisco, CA 94111
Tel: (415) 693-2000
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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G. Raymond Zage, III
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Ashish Gupta
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Chairman and CEO
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Director and President
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(i)
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(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying
public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
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(ii)
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submit a written request to Continental Stock Transfer & Trust Company (“Continental”), Tiga’s transfer agent, that New
Grindr redeem all or a portion of your public shares for cash; and
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(iii)
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deliver your public shares to Continental, Tiga’s transfer agent, physically or electronically through The Depository Trust
Company.
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G. Raymond Zage, III
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Ashish Gupta
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Chairman and CEO
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Director and President
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Global Social Networking Applications Industry, Independent Market Research by Frost & Sullivan, March 2022, which was
commissioned by Grindr in 2021 and 2022 (the “Frost & Sullivan Study”).
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ILGA World, State-Sponsored Homophobia Global Legislation Overview Update Report, 2022 (the “ILGA
World Report”).
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Morning Consult April–May 2022 Q1 Survey of 1000 GBTQ US Adults, commissioned by Grindr (the “Morning
Consult Survey”).
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Tiga Acquisition Corp., a Cayman Islands exempted company, which we refer to as “Tiga,”
“we,” “us,” or “our,” is a special purpose acquisition company incorporated for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
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On November 27, 2020, we consummated the initial public offering of 27,600,000 units, including the issuance of 3,600,000 units
as a result of the underwriters’ exercise of their over-allotment option in full. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each warrant entitles the holder thereof to purchase one Class A
ordinary share at a price of $11.50 per share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds, before expenses, of $276,000,000.
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Prior to the consummation of the initial public offering, on July 27, 2020, the Sponsor received 5,750,000 founder shares in
exchange for a capital contribution of $25,000, or $0.004 per share. On November 23, 2020, we effected a 1,150,000 share dividend, resulting in Tiga’s initial shareholders holding an aggregate of 6,900,000 founder shares. All share and
per-share amounts have been retroactively restated to reflect the share dividend. On November 23, 2020, the Sponsor transferred 20,000 founder shares to each of David Ryan, Carman Wong and Ben Falloon for the same per-share price
initially paid by the Sponsor, resulting in the Sponsor holding 6,840,000 founder shares. In connection with the underwriters’ exercise of their over-allotment option in full prior to the closing of the initial public offering, on
November 27, 2020, no founder shares were surrendered.
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Simultaneously with the consummation of the initial public offering, we consummated the private sale of an aggregate of
10,280,000 warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, to the Sponsor at the time of the initial public offering at a price of $1.00 per warrant, generating gross proceeds, before expenses, of
approximately $10,280,000 (the “initial private placement”). The warrants sold in the initial private placement, or the initial private placement warrants, are identical to the warrants included in
the units sold in the initial public offering, except that, so long as they are held by their initial purchasers or their permitted transferees, (i) they will not be redeemable by Tiga, (ii) they (including the Class A ordinary shares
issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after Tiga completes its initial business combination, (iii) they may be exercised by the holders on
a cashless basis and (iv) they will be entitled to registration rights. Upon the closing of the initial public offering and the initial private placement, $278,760,000 was placed in a trust account with Continental Stock Transfer &
Trust Company acting as trustee, and were subsequently invested only in U.S. government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”) with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act, until the earlier of: (i)
the completion of an initial business combination and (ii) Tiga’s redemption of 100% of the outstanding public shares upon its failure to consummate a business combination within the completion window.
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After the payment of underwriting discounts and commissions (excluding the deferred portion of $9,660,000 in underwriting
discounts and commissions, which amount will be payable upon consummation of Tiga’s initial business combination if consummated) and approximately $556,649 in expenses relating to the initial public offering, $1,843,237 of the net
proceeds of the initial public offering and initial private placement was not deposited into the trust account and was retained by us for working capital purposes. The net proceeds deposited into the trust account remain on deposit in the
trust account earning interest. Our management has broad discretion with respect to the specific application of such net proceeds, although substantially all of the net proceeds are intended to be applied generally toward consummating a
business combination.
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On January 14, 2021, we announced that, commencing January 14, 2021, holders of the 27,600,000 units sold in the initial public
offering may elect to separately trade the shares of Class A common stock and the warrants included in the units. Those units not separated continued to trade on NYSE under the symbol “TINV.U” and the shares of Class A common stock and
warrants that were separated trade under the symbols “TINV” and “TINV WS,” respectively.
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On May 18, 2021, we announced the approval and extension of the time period to consummate a business combination and the
approval of the issuance and sale of certain private placement warrants in connection therewith. On May 20, 2021, the required deposit of $2,760,000 was placed into the trust account and on May 25, 2021, Tiga issued and sold to the
Sponsor 2,760,000 private placement warrants.
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On November 17, 2021, we announced the approval and extension of the time period to consummate a business combination and the
approval of the issuance and sale of certain private placement warrants in connection therewith. On November 22, 2021, the required deposit of $2,760,000 was placed into the trust account and on November 23, 2021, Tiga issued and sold to
the Sponsor 2,760,000 private placement warrants.
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On May 23, 2022, we announced the approval and extension of the time period to consummate a business combination and the
approval of the issuance and sale of certain private placement warrants in connection therewith. On May 24, 2022, the required deposit of $2,760,000 was placed into the trust account and on May 25, 2022, Tiga issued and sold to the
Sponsor 2,760,000 private placement warrants. With these extensions, Tiga will have until November 27, 2022 to consummate a business combination. The total amount of outstanding private placement warrants is 18,560,000 and the total
deposits into the trust account have been $287,040,000 ($10.40 per public share).
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Grindr Group LLC, a Delaware corporation, which we refer to as “Grindr,” owns and operates a social networking application
focused on the LGBTQ+ community.
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On May 9, 2022, Tiga entered into an Agreement and Plan of Merger with Grindr and Merger Sub I, as amended by the First
Amendment to Agreement and Plan of Merger, dated as of October 5, 2022, by and among Tiga, Merger Sub I, Merger Sub II and Grindr, which among other things, provides for, following the Domestication of Tiga to Delaware as described
herein, the merger of Merger Sub I with and into Grindr, with Grindr surviving the First Merger as a wholly owned subsidiary of New Grindr, and as promptly as practicable and as part of the same overall transaction as the First Merger,
the merger of such Surviving Company with and into Merger Sub II, with Merger Sub II being the surviving entity of the Second Merger, in accordance with the terms and subject to the conditions of the Merger Agreement.
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The total number of shares of New Grindr Common Stock to be received by Grindr’s members or reserved for issuance pursuant
to the New Grindr equity awards into which Grindr Awards are converted will be equal to an aggregate number of shares of New Grindr Common Stock equal to the Aggregate Merger Stock Consideration.
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The total number of shares of New Grindr Common Stock to be received by Grindr’s members or reserved for issuance pursuant
to the Grindr Warrants assumed by New Grindr will be equal to an aggregate number of shares of New Grindr Common Stock equal to the Aggregate Merger Warrant Consideration.
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Subject to the terms of the Merger Agreement, the aggregate merger stock consideration payable to holders of Grindr Series X
Ordinary Units and options will be equal to the Aggregate Merger Stock Consideration. Subject to the terms of the Merger Agreement, the aggregate merger warrant consideration payable to holders of Grindr Warrants will be equal to the
Aggregate Merger Warrant Consideration.
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In addition, all options to purchase Grindr Series X Ordinary Units that are outstanding as of immediately prior to the First
Merger, will be converted into options to purchase shares of New Grindr Common Stock. All warrants to purchase Grindr Series X Ordinary Units that remain outstanding and unexercised as of immediately prior to the First Merger will
automatically be assumed by Tiga in accordance with their respective terms (including as to vesting and exercisability).
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At and following the Closing, the New Grindr Board shall be comprised of nine (9) directors and the majority of the directors
shall be independent directors. At the Closing, the initial composition of the New Grindr Board is expected to include James Fu Bin Lu, G. Raymond Zage, III, J. Michael Gearon, Jr.,
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Immediately following the Closing, assuming no redemptions, our public shareholders are expected to own approximately of
the voting power of New Grindr; our Sponsor is expected to own approximately of the voting power of New Grindr; our independent directors are expected to own approximately of the voting power of New Grindr on a combined basis; and our
executive directors are expected to own approximately of the voting power of New Grindr on a combined basis. Immediately following the Closing, assuming maximum redemptions, our public shareholders are expected to own approximately of the
voting power of New Grindr; our Sponsor is expected to own approximately of the voting power of New Grindr; our independent directors are expected to own approximately of the voting power of New Grindr on a combined basis; and our
executive directors are expected to own approximately of the voting power of New Grindr on a combined basis. Immediately after the Business Combination, SV Investments is expected to beneficially own more than 50% of the voting power of
New Grindr. As a result, New Grindr will be a “controlled company” within the meaning of the NYSE listing rules. However, New Grindr will not rely on any corporate governance exemptions available to controlled companies under the NYSE
listing rules. For further details, see “Beneficial Ownership of Securities.”
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Tiga management and the Tiga Board considered various factors in determining whether to approve the Merger Agreement and the
Business Combination. For more information about the reasons that the Tiga Board considered in making its recommendation, please see the section entitled “Proposal No. 1—The Business Combination Proposal—
Tiga’s Board of Directors’ Reasons for Approval of the Business Combination.” When you consider the Tiga Board’s recommendation of these proposals, you should keep in mind that our directors and
officers have interests in the Business Combination that are different from, or in addition to, the interests of Tiga shareholders generally. Please see the section entitled “Proposal No. 1—The Business
Combination Proposal—Interests of Certain Persons in the Business Combination” for additional information. The Tiga Board was aware of these interests, among other matters, in evaluating and negotiating the Business Combination
and in recommending to the Tiga shareholders that they vote “FOR” the proposals presented at the extraordinary general meeting.
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At the extraordinary general meeting, Tiga’s shareholders will be asked to consider and vote on the following proposals:
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Proposal No. 1 – The Business Combination Proposal – to consider and vote upon a
proposal to approve by ordinary resolution and adopt the Merger Agreement. The Merger Agreement provides for, among other things, the merger of Merger Sub I with and into Grindr, with Grindr surviving the First Merger as a wholly owned
subsidiary of Tiga, and as promptly as practicable and as part of the same overall transaction as the First Merger, the merger of such Surviving Company with and into Merger Sub II, with Merger Sub II being the surviving entity of the
Second Merger, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus (the “Business Combination Proposal”).
Please see the section entitled “Proposal No. 1—The Business Combination Proposal”;
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Proposal No. 2 – The Domestication Proposal – to and vote upon a proposal to approve by
special resolution, the change of Tiga’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware
(the “Domestication Proposal”). Please see the section entitled “Proposal No. 2—The Domestication Proposal”;
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Proposal No. 3 – The Organizational Documents Proposal – to consider and vote upon a
proposal to approve by special resolution and adopt the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”) of Tiga Acquisition Corp., a corporation incorporated in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance
with Section 388 of the DGCL, and the change of name of the Company from Tiga Acquisition Corp. to Grindr Inc. in connection with the Business Combination (the “Organizational Documents Proposal”).
Please see the section entitled “Proposal No. 3—The Organizational Documents Proposal”;
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Proposal No. 4 – The Governance Proposal – to consider and vote upon by ordinary
resolution, on
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Proposal No. 5 – The Director Election Proposal – to consider and vote upon a
proposal to approve by ordinary resolution of the holders of Tiga Class B ordinary shares the election of nine (9) directors who, upon consummation of the Business Combination, will be the directors of the New Grindr Board. Each
director shall be nominated for a one (1) year term to be elected at the subsequent annual meeting of the shareholders following the effectiveness of the Proposed Certificate of Incorporation. At each succeeding annual meeting of the
shareholders of New Grindr, beginning with the first annual meeting of the shareholders of New Grindr following the effectiveness of the Proposed Certificate of Incorporation, each of the successors elected to replace the directors
whose term expires at that annual meeting shall be elected for a one-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal (the “Director Election Proposal”). Please see the section entitled “Proposal No. 5—The Governance Proposal”;
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Proposal No. 6 – The Stock Issuance Proposal – to consider and vote upon a
proposal to approve by ordinary resolution, for the purposes of complying with the application provisions of Section 312.03 of the NYSE Listed Company Manual, the issuance of New Grindr Common Stock to (a) Grindr’s members pursuant to
the Merger Agreement and (b) the Forward Purchase Investors pursuant to the Forward Purchase Commitment and the Backstop Commitment, if any (the “Stock Issuance Proposal”).
Please see the section entitled “Proposal No. 6—The Stock Issuance Proposal; and
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Proposal No. 7 – The Adjournment Proposal – a proposal by ordinary
resolution to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the
approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”). Please see the section entitled “Proposal
No. 7—The Adjournment Proposal.”
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Q.
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Why am I receiving this proxy statement/prospectus?
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A.
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Tiga and Grindr have agreed to the Business Combination under the
terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and a copy of the Merger
Agreement Amendment No. 1 is attached to this proxy statement/prospectus as Annex A-1, and Tiga encourages its shareholders to read them in their entirety. Tiga’s
shareholders are being asked to consider and vote upon a proposal to adopt the Merger Agreement and approve the Business Combination, which, among other things, include provisions for the merger of Merger Sub I
with and into Grindr, with Grindr surviving the First Merger as a wholly owned subsidiary of Tiga, and as promptly as practicable and as part of the same overall transaction as the First Merger,
the merger of such Surviving Company with and into Merger Sub II, with Merger Sub II being the surviving entity of the Second Merger, in accordance with the terms and subject to the conditions of the Merger
Agreement as more fully described elsewhere in this proxy statement/prospectus. Please see the section entitled “Proposal No. 1—The Business
Combination Proposal.”
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Q.
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When and where is the extraordinary general meeting?
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A.
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The extraordinary general meeting will be held at
and via live webcast on at Eastern Time at . The extraordinary general meeting can be accessed by visiting https://www.virtualshareholdermeeting.com/TINV2022SM,
where you will be able to listen to the meeting live and vote during the meeting. For the purposes of the articles of association of the company, the physical place of the meeting will be Milbank LLP, 55 Hudson Yards,
New York, NY 10001.
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Q.
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What are the proposals on which I am being asked to vote at the extraordinary general meeting?
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A.
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The shareholders of Tiga will be asked to consider and vote on the
following proposals at the extraordinary meeting:
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1.
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a proposal to approve by ordinary resolution the Business Combination described in this proxy statement/prospectus, including
(a) adopting the Merger Agreement and (b) approving the related agreements described in this proxy statement/prospectus. Please see the section entitled “Proposal No. 1—The Business Combination Proposal”;
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2.
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a proposal to approve by special resolution the Domestication. Please see the section entitled “Proposal No. 2—The Domestication Proposal”;
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a proposal to approve by special resolution and adopt the proposed new certificate of incorporation and the proposed new bylaws
of TRAC and the change of name from TRAC to Grindr Inc. Please see the section entitled “Proposal No. 3—The Organizational Documents Proposal”;
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a proposal to approve by ordinary resolution, on a non-binding advisory basis, certain material differences between Tiga’s
Amended and Restated Memorandum and Articles of Association and the Proposed Certificate of Incorporation and Proposed Bylaws. Please see the section entitled “Proposal No. 4—The Governance Proposal”;
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a proposal to approve by ordinary resolution of the holders of Tiga Class B ordinary shares the election of nine (9) directors
who, upon consummation of the Business Combination, will be the directors of the New Grindr Board. Please see the section entitled “Proposal No. 5—The Director Election Proposal”;
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a proposal to approve by ordinary resolution, for the purposes of complying with the applicable listing rules of The New York
Stock Exchange, the issuance of shares of New Grindr Common Stock to Grindr’s members pursuant to the Merger Agreement. Please see the section entitled “Proposal No. 6—The Stock Issuance Proposal”;
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a proposal by ordinary resolution to adjourn the extraordinary general meeting to a later date or dates, if necessary, to
permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the extraordinary general meeting. Please see the section
entitled “Proposal No. 7—The Adjournment Proposal.”
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Q.
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Are the proposals conditioned on one another?
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A.
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Yes. Each of the Condition Precedent Proposals is cross-conditioned on
the approval of the others. The Director Election Proposal is conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy
statement/prospectus. The Governance Proposal is constituted of non-binding advisory proposals.
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Q.
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Why is Tiga proposing the Business Combination?
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A.
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Tiga was organized to effect a merger, share exchange, asset acquisition,
share purchase, reorganization or other similar business combination with one or more businesses or entities.
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Q.
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What will happen in the Business Combination?
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A.
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Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions set forth therein, Tiga will acquire Grindr in a series of transactions we collectively refer to as the “Business Combination.” The Merger Agreement provides for the merger of Merger Sub I with and into Grindr, with Grindr surviving the First Merger as a wholly owned subsidiary of Tiga, and as promptly as practicable and as part of the same overall
transaction as the First Merger, the merger of such Surviving Company with and into Merger Sub II, with Merger Sub II being the surviving entity of the Second Merger, in accordance with the terms and subject to the conditions of the
Merger Agreement as more fully described elsewhere in this proxy statement/prospectus.
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Q.
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What will Grindr members receive in return for Tiga’s acquisition of all of the issued and outstanding equity
interests of Grindr?
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A.
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The total number of shares of New Grindr Common Stock to be received
by Grindr’s members or reserved for issuance pursuant to the New Grindr equity awards into which Grindr Awards are converted will be equal to an aggregate number of shares of New Grindr Common Stock equal to a
number of shares of New Grindr Common Stock equal to the Aggregate Merger Stock Consideration. For further details, see “Business Combination
Proposal—The Merger Agreement—Consideration—Aggregate Merger Stock Consideration.”
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Q.
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What equity stake will current Tiga shareholders and Grindr members hold in New Grindr immediately after the
consummation of the Business Combination?
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A.
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As of the date of this proxy statement/prospectus, there are 34,500,000
ordinary shares issued and outstanding, which includes the 6,840,000 founder shares held by the Sponsor, the 20,000 founder shares held by each of David Ryan, Carman Wong and Ben Falloon and the 27,600,000 public shares. As of the date
of this proxy
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Q.
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Who will control New Grindr after the Business Combination?
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A.
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Immediately after the Business Combination, SV Investments is expected to
beneficially own more than 50% of the voting power of New Grindr. As a result, New Grindr will be a “controlled company” within the meaning of the NYSE listing rules. However, New Grindr will not rely on any corporate governance
exemptions available to controlled companies under the NYSE listing rules.
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Q.
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Will New Grindr obtain new financing in connection with the Business Combination?
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A.
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Yes. Tiga has entered into the A&R Forward Purchase Agreement with
the Sponsor which provides for the purchase by the Forward Purchase Investors of an aggregate of 5,000,000 forward purchase shares, plus an aggregate of 2,500,000 forward purchase warrants to purchase one share of New
Grindr Common Stock at $11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 per share, in a private placement to close prior to or concurrently with the Closing. To the extent that the
Non-FPS Amount (as defined in the A&R Forward Purchase Agreement) is less than $50,000,000 immediately prior to the Closing but following the Domestication, the Forward Purchase
Investors have agreed pursuant to the A&R Forward Purchase Agreement to purchase (a) a number of shares of backstop shares equal to (A) (x) $50,000,000 minus (y) the Non-FPS Amount, divided by (B) $10.00,
rounded down to the nearest whole number and (b) a number of backstop warrants equal to (I) the number of backstop shares in clause (a) multiplied by (II) 0.5, rounded down to the nearest whole number. In addition to
the foregoing, each Forward Purchase Investor may, at its discretion (regardless of the Non-FPS Amount), subscribe for up to 5,000,000 backstop shares plus up to 2,500,000 backstop
warrants at $11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 for each backstop share and one-half of one backstop warrant. The obligations under the Forward
Purchase Agreement do not depend on whether any Tiga Class A ordinary shares are redeemed by the public shareholders. The forward purchase warrants and the backstop warrants will have the same terms as the public
warrants issued as part of the units. Prior to the Closing, we expect that Tiga, the Sponsor and San Vicente Parent LLC will enter
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Q.
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Why is Tiga proposing the Domestication?
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A.
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Our board of directors believes that there are significant advantages to
us that will arise as a result of a change of Tiga’s domicile to Delaware. Further, the Tiga Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its shareholders, who are the owners of
the corporation. The Tiga Board believes that there are several reasons why a reincorporation in Delaware is in the best interests of Grindr and its shareholders, including, (i) the prominence, predictability and flexibility of the
DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in the
section entitled “Domestication Proposal—Reasons for the Domestication.”
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Q.
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What amendments will be made to the current constitutional documents of Tiga?
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A.
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The consummation of the Business Combination is conditioned, among other
things, on the Domestication. Accordingly, in addition to voting on the Business Combination, Tiga’s shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and to approve the replacement
Tiga’s amended and restated memorandum and articles of association under Cayman Islands law with the Proposed Organizational Documents under the DGCL, which will be materially modified from the amended and restated memorandum and
articles of association in the following respects:
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change the purpose of New Grindr to engage in “any lawful act or activity for which a corporation may be organized under the
DGCL”;
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provide that the affirmative vote of the holders of at least 66 2/3% of the voting power of all then-outstanding New Grindr
Common Stock entitled to vote generally in the election of directors, voting together as a single class, is required to adopt, amend or repeal the Proposed Bylaws and the provisions in the Proposed Certificate of Incorporation related to
Directors, Indemnification and Limitation on Liability of Directors, Forum Selection and Amendments;
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change the name of Tiga to “Grindr Inc.” and delete the provisions relating to Tiga’s status as a blank check company and
retain the default of perpetual existence under the DGCL;
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change the authorized shares of all classes of capital stock to shares, consisting of shares of New Grindr Common Stock
and shares of preferred stock;
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adopt Delaware as the exclusive forum for certain shareholder litigation;
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provide for transfer restrictions with respect to shares of New Grindr Common Stock issued (i) as consideration to members of
Grindr in connection with the Mergers and (ii) to directors, officers and employees of New Grindr upon the settlement or exercise of equity awards outstanding immediately following the Closing in respect of Grindr Awards outstanding
immediately prior to the Closing; and
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directors will be elected each year and serve a one-year term.
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Q.
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How will the Domestication affect my ordinary shares, warrants and units?
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A.
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As a result of and upon the effective time of the Domestication, (1) each
then issued and outstanding Tiga Class A ordinary share will convert automatically, on a one-for-one basis, into a share of New Grindr Common Stock in accordance with the amended and restated memorandum and articles of association, (2)
each then issued and outstanding Tiga Class B ordinary share will convert automatically, on a one-for-one basis, into a share of New Grindr Common Stock in accordance with the amended and restated memorandum and articles of association;
(3) each then issued and outstanding Tiga Warrant will convert automatically into a New Grindr Warrant, pursuant to the Warrant Agreement and (4) each then issued and outstanding unit of Tiga that has not been previously separated into
the underlying Tiga Class A ordinary share and underlying fractional Tiga Warrant upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of New Grindr Common Stock and one-half of one
New Grindr Warrant. See “Proposal No. 2—The Domestication Proposal” for additional information.
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Q.
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What are the U.S. federal income tax consequences of the Domestication?
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A.
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As discussed more fully under “U.S. Federal Income Tax Considerations,” it is intended that the Domestication will constitute a reorganization within the meaning of Section 368(a)(1)(F) of the U.S.
Internal Revenue Code of 1986, as amended (the “Code”). Assuming that the Domestication so qualifies, and subject to the “passive
foreign investment company” (“PFIC”) rules discussed below and under “U.S.
Federal Income Tax Considerations,” U.S. Holders (as defined therein) will be subject to Section 367(b) of the Code and, as a result:
|
•
|
A U.S. Holder whose Tiga Class A ordinary shares have a fair market value of less than $50,000 on the date of the Domestication
and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of Tiga shares entitled to vote and less than 10% of the total value of all classes of Tiga
shares will not recognize any gain or loss and will not be required to include any part of Tiga’s earnings in income;
|
•
|
A U.S. Holder whose Tiga Class A ordinary shares have a fair market value of $50,000 or more and who, on the date of the
Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of Tiga shares entitled to vote and less than 10% of the total value of all classes of Tiga shares generally will recognize
gain (but not loss) on the exchange of Tiga Class A ordinary shares for New Grindr Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed
dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its Tiga Class A ordinary shares provided certain other requirements are satisfied; and
|
•
|
U.S. Holder who owns (actually or constructively) 10% or more of the total combined voting power of all classes of Tiga shares
entitled to vote or 10% or more of the total value of all classes of Tiga shares generally will be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to its Tiga Class A ordinary shares.
|
Q.
|
What conditions must be satisfied to complete the Business Combination?
|
A.
|
There are a number of closing conditions in the Merger Agreement,
including receipt of certain regulatory approvals, a minimum available cash condition and the approval by the shareholders of Tiga and Grindr of the Business Combination and related agreements and transactions.
|
Q.
|
Are there any arrangements to help ensure that Tiga will have sufficient funds, together with the proceeds in
its trust account and from the Forward Purchase Commitment and the Backstop Commitment, to fund the aggregate purchase price and meet the minimum available cash condition?
|
A.
|
The Merger Agreement provides that the consummation of the Business
Combination is conditioned upon, among other things, Tiga having at least $5,000,001 of net tangible assets remaining after giving effect to all public shareholders that properly and timely demand redemption of their shares for cash.
Additionally, the obligations of the parties to consummate the Business Combination are conditioned upon, among others, the satisfaction of the Minimum Cash Condition.
|
Q.
|
What happens if I sell my Tiga Class A ordinary shares before the extraordinary general meeting?
|
A.
|
The record date for the extraordinary general meeting is earlier than the
date that the Business Combination is expected to be completed. If you transfer your Tiga Class A ordinary shares after the record date, but before the extraordinary general meeting, unless the transferee obtains from you a proxy to
vote those shares, you will retain your right to vote at the extraordinary general meeting. However, you will not be able to seek redemption of your Tiga Class A ordinary shares because you will no longer be able to return them for
cancellation upon
|
Q.
|
What constitutes a quorum at the extraordinary general meeting?
|
A.
|
The holders of a majority of the issued and outstanding Tiga ordinary
shares entitled to vote as of the record date at the extraordinary general meeting must be present in person, via the virtual meeting platform, or represented by proxy, at the extraordinary general meeting to constitute a quorum and in
order to conduct business at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting. As
of the record date for the extraordinary general meeting, Tiga ordinary shares would be required to be present at the extraordinary general meeting to achieve a quorum.
|
Q.
|
What vote is required to approve the proposals presented at the extraordinary general meeting?
|
A.
|
The following votes are required for each proposal at the extraordinary
general meeting:
|
•
|
Business Combination Proposal: The approval of the Business
Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who
vote at the extraordinary general meeting.
|
•
|
Domestication Proposal: The approval of the Domestication Proposal
requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and
who vote at the extraordinary general meeting.
|
•
|
Organizational Documents Proposal: The approval of the
Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares represented in person, virtually or by proxy
and entitled to vote thereon and who vote at the extraordinary general meeting.
|
•
|
Governance Proposal: The Governance Proposal is constituted of
non-binding advisory proposals, and requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote
thereon and who vote at the extraordinary general meeting.
|
•
|
Director Election Proposal: The approval of the Director Election
Proposal requires an ordinary resolution of the holders of Tiga Class B ordinary shares under Cayman Islands law, being the affirmative vote of the holders of a majority of the Tiga Class B ordinary shares represented in person, virtually
or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
|
•
|
Stock Issuance Proposal: The approval of the Stock Issuance
Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at
the extraordinary general meeting.
|
•
|
Adjournment Proposal: The approval of the Adjournment Proposal
requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the
extraordinary general meeting.
|
Q.
|
How many votes do I have at the extraordinary general meeting?
|
A.
|
Our shareholders are entitled to one vote on each proposal presented at
the extraordinary general meeting for each ordinary share of Tiga held of record as of , 2022, the record date for the extraordinary general meeting. As of the close of business on the record date, there were outstanding Tiga
Class A ordinary shares and outstanding Tiga Class B ordinary shares.
|
Q.
|
Did Tiga’s Board obtain a third-party fairness opinion in determining whether or not to proceed with the
transaction?
|
A.
|
Yes. A special committee of Tiga’s Board consisting solely of independent directors received a fairness opinion from Kroll,
LLC (“Duff & Phelps”), operating through its Duff & Phelps Opinions Practice, as to the fairness, from a financial point of view, to Tiga, of the consideration to be paid by
Tiga pursuant to the Merger Agreement. For additional information, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Opinion of Financial
Advisor to the Special Committee” and the opinion of Duff & Phelps attached hereto as Annex I for additional information.”
|
Q.
|
Do I have redemption rights?
|
A.
|
If you are a public shareholder, you have the right to demand that Tiga
redeem such shares for a pro rata portion of the cash held in the trust account. Tiga sometimes refers to these rights to demand redemption of the public shares as “redemption
rights.”
|
Q.
|
How do I exercise my redemption rights?
|
A.
|
If you are a public shareholder and wish to exercise your redemption
rights, you must demand that Tiga redeem your shares into cash no later than the second business day preceding the vote on the Business Combination Proposal at the extraordinary general meeting by delivering your shares certificate
physically or your shares electronically (and any other redemption forms) to Tiga’s transfer agent using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system at least two business days prior to the vote on the
Business Combination Proposal at the extraordinary general meeting. Any public shareholder will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the trust account (which, for
illustrative purposes, was approximately $ or $ per share, as of , 2022, the record date for the extraordinary general meeting). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid
promptly upon the Closing. However, under Cayman Islands law, the proceeds held in the trust account could be subject to claims which could take priority over those of Tiga’s public shareholders exercising redemption rights, regardless
of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote will
have no impact on the amount you will receive upon exercise of your redemption rights.
|
Q.
|
How do the public warrants differ from the private placement warrants and what are the related risks for any
public warrant holders post Business Combination?
|
A.
|
The public warrants are identical to the private placement warrants in
material terms and provisions, except that the private placement warrants will not be redeemable by Tiga so long as they are held by the Sponsor or any of its permitted transferees. If the private placement warrants are held by holders
other than the Sponsor or any of its permitted transferees, they will be redeemable by Tiga and exercisable by the holders on the same basis as the public warrants. The Sponsor has agreed not to transfer, assign or sell any of the
private placement warrants until 30 days after the consummation of the Business Combination.
|
Q.
|
What are the U.S. federal income tax consequences of exercising my redemption rights?
|
A.
|
It is expected that a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the trust account in exchange for its New
Grindr Common Stock generally will be treated as selling such New Grindr Common Stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a
|
Q.
|
Do I have appraisal rights if I object to the proposed Business Combination?
|
A.
|
The holders of Tiga shares will not have dissenters’ rights under Cayman
Islands law in connection with the Mergers as Tiga is not a constituent company of the Mergers. The holders of Tiga units or warrants will not have appraisal rights in connection with the Mergers.
|
Q.
|
What happens to the funds deposited in the trust account after the Closing?
|
A.
|
On November 27, 2020, Tiga consummated the initial public offering of
27,600,000 units, including the issuance of 3,600,000 units as a result of the underwriters’ exercise of their over-allotment option in full. The units were sold at an offering price of $10.00 per unit, generating gross proceeds, before
expenses, of $276,000,000. Simultaneously with the consummation of the initial public offering, Tiga consummated the private sale of an aggregate of 10,280,000 warrants, each exercisable to purchase one Class A ordinary share at $11.50
per share, to the Sponsor at the time of the initial public offering at a price of $1.00 per warrant, generating gross proceeds, before expenses, of approximately $10,280,000 (the “initial private placement”). Upon the closing of the initial public offering and the initial private placement, $278,760,000 was placed in a trust account with Continental Stock
Transfer & Trust Company acting as trustee.
|
Q.
|
What happens if a substantial number of public shareholders vote in favor of the proposals and exercise their
redemption rights?
|
A.
|
Tiga’s public shareholders may vote in favor of the proposals and still
exercise their redemption rights. Accordingly, if the minimum available cash condition and the other closing conditions are satisfied or waived in accordance with the Merger Agreement, the Business Combination may be consummated even
though the funds available from the trust account and the number of public shareholders are substantially reduced as a result of redemptions by public shareholders.
|
Q.
|
What happens if the Business Combination is not consummated?
|
A.
|
If Tiga does not complete the Business Combination for any reason
(including because the minimum available cash condition has not been met as a result of redemptions), Tiga would search for another target business with which to complete a business combination. If the Business Combination is not
approved or completed for any reason (including because the minimum available cash condition has not been met as a result of redemptions), then Tiga’s public shareholders who elected to exercise their redemption rights will not be
entitled to redeem their shares for a full pro rata portion of the trust account. In such case, Tiga will promptly return any shares returned by public shareholders in accordance with the instructions provided in this proxy
statement/prospectus. If Tiga does not complete the Business Combination with Grindr or another target business by November 27, 2022, Tiga must redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses)
divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any). The Sponsor
does not have any redemption rights in the event a business combination is not effected in the completion window, and, accordingly, their founder shares will be worthless. Additionally, in the event of such liquidation, there will be no
distribution with respect to Tiga’s outstanding warrants. Accordingly, the warrants will be worthless.
|
Q.
|
How does the Sponsor intend to vote on the proposals?
|
A.
|
The Sponsor will own of record, on an as-converted basis, an aggregate of
19.8% of the outstanding Tiga ordinary shares (excluding the Class A ordinary shares underlying the private placement warrants) as of the record date. The Sponsor has agreed to vote any and all founder shares and any and all public
shares held by them as of the record date, in favor of the Business Combination. The Sponsor may have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Summary of the Proxy Statement/Prospectus—Interests of Certain Persons in the Business Combination” and “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination.”
|
Q.
|
When do you expect the Business Combination to be completed?
|
A.
|
It is currently anticipated that the Business Combination will be
consummated promptly following the Tiga extraordinary general meeting which is set for , 2022, subject to the satisfaction of customary closing conditions; however, such meeting could be adjourned, as described above. For a
description of the conditions to the completion of the Business Combination, please see the section entitled “Proposal No. 1—The Business Combination Proposal—Certain
Agreements Related to the Business Combination —Conditions to Closing of the Business Combination.”
|
Q.
|
What do I need to do now?
|
A.
|
Tiga urges you to read carefully and consider the information contained
in this proxy statement/prospectus, including the Annexes, and to consider how the Business Combination will affect you as a shareholder and/or warrant holder of Tiga. Shareholders should then vote as soon as possible in accordance with
the instructions provided in this proxy statement/prospectus and on the enclosed proxy card, or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or
other nominee.
|
Q.
|
How do I vote?
|
A.
|
The extraordinary general meeting will be held at and via live
webcast at Eastern Time, on , at . The extraordinary general meeting can be accessed by visiting
|
Q.
|
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
|
A.
|
No. Under the rules of various national and regional securities
exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or
nominee. We believe the proposals presented to the shareholders at the extraordinary general meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of
the proposals presented at the extraordinary general meeting. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this
indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted as present for the purposes of determining the existence of a quorum but will not be counted for
purposes of determining the number of votes cast at the extraordinary general meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your
shares in accordance with directions you provide.
|
Q.
|
How will a broker non-vote impact the results of each proposal?
|
A.
|
Broker non-votes will not have any effect on the outcome of any
proposals. Broker non-votes will be counted as present for the purposes of determining the existence of a quorum.
|
Q.
|
May I change my vote after I have mailed my signed proxy card?
|
A.
|
Yes. Shareholders of record may send a later-dated, signed proxy card to
Tiga’s transfer agent at the address set forth at the end of this section so that it is received prior to the vote at the extraordinary general meeting or attend the extraordinary general meeting and vote. Shareholders also may revoke
their proxy by sending a notice of revocation to Tiga’s transfer agent, which must be received prior to the vote at the extraordinary general meeting.
|
Q.
|
What happens if I fail to take any action with respect to the extraordinary general meeting?
|
A.
|
If you fail to take any action with respect to the extraordinary general
meeting and the proposals are approved by shareholders and the other closing conditions are met, the Business Combination will be consummated in accordance with the terms of the Merger Agreement. As a corollary, failure to vote either
for or against any of the proposals will not affect your redemption rights in connection with the Business Combination and your ability exchange your Tiga ordinary shares for a pro rata share of the funds held in Tiga’s trust account.
If you fail to take any action with respect to the extraordinary general meeting and the relevant proposal(s) is not approved, we will not consummate the Business Combination.
|
Q.
|
What will happen if I sign and return my proxy card without indicating how I wish to vote?
|
A.
|
Signed and dated proxies received by us without an indication of how the
shareholder intends to vote on a proposal will be voted “FOR” each proposal presented to the shareholders. The proxyholders may use their discretion to vote on any other matters which properly come before the extraordinary general
meeting.
|
Q.
|
What should I do if I receive more than one set of voting materials?
|
A.
|
Shareholders may receive more than one set of voting materials, including
multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for
each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and
voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares of Tiga.
|
Q.
|
Who will solicit and pay the cost of soliciting proxies?
|
A.
|
Tiga will pay the cost of soliciting proxies for the extraordinary
general meeting. Tiga has engaged Morrow Sodali LLC, which we refer to as “Morrow Sodali,” to assist in the solicitation of proxies for the extraordinary general meeting. Tiga has agreed to
pay Morrow Sodali a fee of $30,000, plus disbursements. Tiga will reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and
its affiliates against certain claims, liabilities, losses, damages and expenses. Tiga will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Tiga ordinary
shares for their reasonable expenses in forwarding soliciting materials to beneficial owners of the Tiga ordinary shares and in obtaining voting instructions from those owners. Tiga’s directors, officers and employees
may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
|
Q.
|
Who can help answer my questions?
|
A.
|
If you have questions about the Business Combination or if you need
additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:
|
|
| |
Assuming No
Redemptions
|
| |
Assuming 50%
Redemptions(7)
|
| |
Assuming Maximum
Redemptions(8)
|
|||||||||
|
| |
Number
of Shares
|
| |
%
Ownership
|
| |
Number of
Shares
|
| |
%
Ownership
|
| |
Number
of Shares
|
| |
%
Ownership
|
Sponsor and certain affiliates(1)(2)
|
| |
6,900,000
|
| |
3.4%
|
| |
6,900,000
|
| |
3.7%
|
| |
6,900,000
|
| |
3.9%
|
Public Shareholders(3)
|
| |
27,600,000
|
| |
13.8%
|
| |
13,800,000
|
| |
7.4%
|
| |
—
|
| |
0.0%
|
Forward Purchase Investors(4)
|
| |
10,000,000
|
| |
5.0%
|
| |
10,000,000
|
| |
5.3%
|
| |
10,000,000
|
| |
5.7%
|
Former Grindr unitholders(5)(6)
|
| |
156,223,962
|
| |
77.8%
|
| |
156,223,962
|
| |
83.6%
|
| |
158,983,490
|
| |
90.4%
|
Total
|
| |
200,723,962
|
| |
100.0%
|
| |
186,923,962
|
| |
100.0%
|
| |
175,883,490
|
| |
100.0%
|
(1)
|
Reflects 6,840,000 of founder shares held by the Sponsor and 60,000 founder shares held by independent directors that will
convert into New Grindr Common Stock.
|
(2)
|
Excludes 18,560,000 of private placement warrants as the warrants are not expected to be in the money at Closing. Excludes
1,680,000 of private placement warrants available to be issued in the event the $1.7 million related party note disclosed in Tiga’s historical financial statements is converted to warrants upon Closing. The loan is expected to be
repaid in cash in connection with the Closing as the conversion price is approximately 150% higher than the value of the warrants as of June 30, 2022.
|
(3)
|
Excludes 13,800,000 public warrants as the warrants are not expected to be in the money at Closing.
|
(4)
|
Reflects the sale and issuance of 10,000,000 shares of New Grindr Common Stock to certain investors through the A&R
Forward Purchase Agreement at $10.00 per share and excludes the additional 5,000,000 redeemable warrants that will be issued in connection with the 10,000,000 shares of New Grindr Common Stock. We expect that prior to Closing, the
Sponsor will assign its obligations under the Backstop Commitment and the Forward Purchase Commitment to San Vicente Parent LLC. We further expect that San Vicente Parent LLC will satisfy its obligations under the A&R Forward
Purchase Agreement. As part of the SV Consolidation, San Vicente Parent LLC will merge into Grindr and Grindr will assume the rights and all remaining obligations of San Vicente Parent LLC under the A&R Forward Purchase Agreement,
and be entitled to receive the shares of New Grindr Common Stock and redeemable warrants issuable thereunder.
|
(5)
|
Excludes 3,947,439, 3,947,439 and 4,017,166 shares of New Grindr Common Stock to be issued to the former Grindr unitholders
for their historical option awards which will be converted at the same Exchange Ratio in the no redemptions, 50% redemptions, and maximum redemptions scenarios, respectively. Such additional shares would further increase the common
stock ownership percentage of the Grindr unitholders and would dilute the share ownership of all other New Grindr shareholders. In the no redemptions, 50% redemptions and maximum redemptions scenarios, respectively, the former Grindr
unitholders figures include 6,514,692, 6,514,692 and 6,511,512 shares of New Grindr Common Stock associated with the Series P share based compensation units described in “Beneficial Ownership of
Securities”.
|
(6)
|
Reflects distributions to former Grindr unitholders of $287.8 million, $287.8 million and $259.5 million in the no
redemptions, 50% redemptions and maximum redemptions scenarios, respectively. Of that amount, $155.0 million is to be used to extinguish the remaining Deferred Payment as defined in “Unaudited
Pro Forma Combined Financial Information” These distributions in all of the redemption scenarios include $4.5 million of unpaid distribution accrued for on the Grindr historical balance sheet. These distributions
combined with the $78.8 million June 2022 distribution paid as disclosed in Note 9 of Grindr’s historical unaudited financial statements make up the total distribution as referenced in the Merger Agreement of $366.6 million, $366.6
million, and $338.3 million dividend in the no redemptions, 50% redemptions and maximum redemptions scenarios, respectively.
|
(7)
|
Assumes redemptions of 13,800,000 Tiga Class A ordinary shares at approximately $10.40 per share in connection with the
Business Combination.
|
(8)
|
Assumes maximum redemptions of 27,600,000 Tiga Class A ordinary shares at approximately $10.40 per share in connection with
the Business Combination.
|
(1)
|
Prior to the Closing, we expect that Tiga, the Sponsor and San Vicente Parent LLC will enter into the Joinder and
Assignment Agreement to A&R Forward Purchase Agreement, which among other things, will provide for the transfer and assignment of the Sponsor’s rights and obligations under the A&R Forward Purchase Agreement to San Vicente
Parent LLC. We further expect that San Vicente Parent LLC will satisfy its obligations under the A&R Forward Purchase Agreement prior to the SV Consolidation and Closing.
|
•
|
Business Combination Proposal: The approval of the Business
Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and
who vote at the extraordinary general meeting.
|
•
|
Domestication Proposal: The approval of the Domestication
Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares represented in person, virtually or by proxy and entitled to vote
thereon and who vote at the extraordinary general meeting.
|
•
|
Organizational Documents Proposal: The approval of the
Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares represented in person, virtually or by proxy
and entitled to vote thereon and who vote at the extraordinary general meeting.
|
•
|
Governance Proposal: The Governance Proposal is constituted of
non-binding advisory proposals, and requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote
thereon and who vote at the extraordinary general meeting.
|
•
|
Director Election Proposal: The approval of the Director Election
Proposal requires an ordinary resolution of the holders of Tiga Class B ordinary shares under Cayman Islands law, being the affirmative vote of the holders of a majority of the Tiga Class B ordinary shares represented in person,
virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
|
•
|
Stock Issuance Proposal: The approval of the Stock Issuance
Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the
extraordinary general meeting.
|
•
|
Adjournment Proposal: The approval of the Adjournment Proposal
requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the
extraordinary general meeting.
|
•
|
the approval of the proposals set forth in this proxy statement/prospectus by Tiga’s shareholders, will have been obtained;
|
•
|
Grindr unitholder approval shall have been obtained;
|
•
|
this proxy statement/prospectus will have become effective under the Securities Act and no stop order suspending the
effectiveness of this proxy statement/prospectus will have been issued and no proceedings for that purpose will have been initiated or threatened by the SEC and not withdrawn;
|
•
|
the applicable waiting period or periods under the HSR Act (and any extensions thereof, including any agreement with any
governmental authority to delay consummation of the transactions contemplated by the Merger Agreement) applicable to the transactions contemplated by the Merger Agreement will have expired or been terminated, the parties shall have
received CFIUS approval, if and as required or otherwise deemed advisable by the parties after good faith discussions;
|
•
|
there will not be in force any governmental order, statute, rule or regulation or other action restraining, enjoining or
otherwise prohibiting the consummation of the Mergers or otherwise making the consummation of the Mergers illegal or otherwise prohibited;
|
•
|
Tiga will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange
Act) remaining after the share redemptions; and
|
•
|
the shares of New Grindr Common Stock to be issued in connection with the Mergers will have been approved for listing on the
NYSE subject to official notice thereof.
|
•
|
the Grindr Fundamental Representations since the date of the most recent balance sheet will be true and correct in all
respects as of the Closing Date, except with respect to such representations and warranties that are made as of an earlier date, which representations and warranties will be true and correct in all respects at and as of such date;
|
•
|
each of the remaining representations and warranties of Grindr contained in the Merger Agreement (disregarding any
qualifications and exceptions contained therein relating to materiality, Grindr Material Adverse Effect or any similar qualification or exception) will be true and correct as of the Closing Date, except with respect to such
representations and warranties that are made as of an earlier date, which representations and warranties will be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that would not, individually
or in the aggregate, reasonably be expected to have a Grindr Material Adverse Effect;
|
•
|
each of the covenants of Grindr to be performed as of or prior to the Closing will have been performed in all material
respects (subject to a 30-day cure period);
|
•
|
no Grindr Material Adverse Effect shall have occurred between the date of the Merger Agreement and the Closing Date;
|
•
|
the full repayment and final settlement of the promissory note owed to Grindr by Catapult GP II LLC;
|
•
|
all parties to each of the Ancillary Agreements (other than Tiga) shall have delivered, or caused to be delivered, to Tiga
copies of each of the Ancillary Agreements duly executed by all such parties, and each of the Ancillary Agreements shall be in full force and effect and shall not have been rescinded by any of the parties thereto (other than Tiga and
Merger Sub I); and
|
•
|
other than those persons identified as continuing directors in the Grindr disclosure letter, all members of the board of
managers of Grindr and all executive officers of Grindr shall have executed written resignations effective as of the Effective Time.
|
•
|
the Tiga Fundamental Representations in the no redemptions, 50% redemptions and maximum redemptions scenarios, respectively
will be true and correct in all respects as of the Closing Date, except with respect to such representations and warranties that are made as of an earlier date, which representations and warranties will be true and correct in all
respects at and as of such date;
|
•
|
each of the representations and warranties of Tiga regarding absence of any changes, the authorized share capital of Tiga and
the exercisability of the Tiga Warrants will be true and correct other than de minimis inaccuracies as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which
representations and warranties will be true and correct other than de minimis inaccuracies at and as of such date, except for changes after the date of the Merger Agreement which are contemplated or expressly permitted by the Merger
Agreement or the Ancillary Agreements,
|
•
|
each of the other representations and warranties of Tiga (disregarding any qualifications and exceptions contained therein
relating to materiality and material adverse effect or any similar qualification or exception) will be true and correct as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier
date, which representations and warranties will be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to have a material
adverse effect; provided, that, the representations and warranties regarding absence of any changes shall be true and correct solely as of the date of the Merger Agreement;
|
•
|
each of the covenants of Tiga to be performed as of or prior to the Closing will have been performed in all material respects
(subject to a 30-day cure period);
|
•
|
the Domestication will have been completed as contemplated by the Merger Agreement and a time-stamped copy of the certificate
issued by the Delaware Secretary of State in relation thereto will have been delivered to Grindr (for additional information, see “Domestication Proposal”);
|
•
|
excluding deferred underwriting fees and commissions and any fees and expenses incurred in connection with the negotiation,
preparation and execution of the Merger Agreement and the performance of the transactions contemplated thereby, the total outstanding liabilities of Tiga shall not exceed $2,700,000;
|
•
|
the Minimum Cash Condition. For more information, see “Business Combination
Proposal—Minimum Cash Condition” above;
|
•
|
the Backstop Commitment and the Forward Purchase Commitment shall have been consummated, where required;
|
•
|
other than those persons identified as continuing directors on Grindr’s disclosure letter, all members of the Tiga Board and
all executive officers of Tiga shall have executed written resignations effective as of the Effective Time; and
|
•
|
all parties to each of the Ancillary Agreements (other than Grindr) shall have delivered, or caused to be delivered, to
Grindr copies of each of the Ancillary Agreements duly executed by all such parties.
|
•
|
Grindr’s business depends on the strength and market perception of the Grindr brand, and if events occur that damage Grindr’s
reputation and brand, its ability to expand its base of users may be impaired, and its business could be materially and adversely affected.
|
•
|
Changes to Grindr’s existing products and services, or the development and introduction of new products and services, could
fail to attract or retain users or generate revenue and profits.
|
•
|
If Grindr fails to retain existing users or add new users, or if its users decrease their level of engagement with its
products and services or do not convert to paying users, its revenue, financial results and business may be significantly harmed.
|
•
|
Inappropriate actions by certain of Grindr’s users could be attributed to Grindr and damage Grindr brand or reputation, or
subject Grindr to regulatory inquiries, legal action, or other liabilities, which, in turn, could materially adversely affect its business.
|
•
|
Unfavorable media coverage could materially and adversely affect Grindr’s business, brand, or reputation.
|
•
|
The online social networking industry in which Grindr operates is highly competitive, and if Grindr cannot compete
effectively its business will suffer.
|
•
|
Grindr’s quarterly operating results and other operating metrics may fluctuate from quarter to quarter, which makes these
metrics difficult to predict.
|
•
|
The distribution, marketing of, and access to Grindr’s products and services depend, in large part, on third-party platforms
and mobile application stores, among other third-party providers. If these third parties limit, prohibit, fail to operate, or otherwise interfere with the distribution or use of Grindr’s products or services in any material way, it
could materially and adversely affect its business, financial condition, and results of operations.
|
•
|
Privacy concerns relating to Grindr’s products and services and the use of user information could negatively impact its user
base or user engagement, which could have a material and adverse effect on Grindr’s business, financial condition, and results of operations.
|
•
|
Grindr relies primarily on the Apple App Store and Google Play Store as the channels for processing of payments. In addition,
access to Grindr’s products and services depend on mobile App stores and other third parties such as data center service providers, as well as third-party payment aggregators, computer systems, internet transit providers and other
communications systems and service providers. Any deterioration in Grindr’s relationship with Apple, Google or other such third parties may negatively impact its business.
|
•
|
Adverse social and political environments for the LGBTQ+ community in certain parts of the world, including actions by
governments or other groups, could limit Grindr’s geographic reach, business expansion, and user growth, any of which could materially and adversely affect its business, financial condition, and results of operation.
|
•
|
Grindr has identified material weaknesses in its internal control over financial reporting which, if not corrected, could
affect the reliability of its consolidated financial statements, and have other adverse consequences.
|
•
|
Security breaches, unauthorized access to or disclosure of Grindr’s data or user data, other hacking and phishing attacks on
its systems, or other data security incidents could compromise sensitive information related to its business and/or user personal data processed by Grindr or on its behalf and expose Grindr to liability, which could harm its reputation,
generate negative publicity, and materially and adversely affect its business.
|
•
|
Grindr’s success depends, in part, on the integrity of its information technology systems and infrastructures and on its
ability to enhance, expand, and adapt these systems and infrastructures in a timely and cost-effective manner.
|
•
|
Grindr’s success depends, in part, on its ability to access, collect, and use personal data about its users and to comply
with applicable privacy and data protection laws and industry best practices.
|
•
|
Grindr’s business is subject to complex and evolving U.S. and international laws and regulations. Many of these laws and
regulations are subject to change or uncertain interpretation, and could result in claims, changes to Grindr’s business practices, monetary penalties, increased cost of operations, declines in user growth or engagement, negative
publicity; or other harm to its business.
|
•
|
The varying and rapidly evolving regulatory framework on privacy and data protection across jurisdictions could result in
claims, changes to Grindr’s business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm its business.
|
•
|
Grindr is subject to litigation, regulatory and other government investigations, enforcement actions, and settlements, and
adverse outcomes in such proceedings could have a materially adverse effect on its business, financial condition, and results of operation.
|
•
|
Activities of Grindr’s users or content made available by such users could subject Grindr to liability.
|
•
|
Grindr’s indebtedness could materially adversely affect its financial condition, its ability to raise additional capital to
fund its operations, operate its business, react to changes in the economy or its industry, meet its obligations under its outstanding indebtedness, including significant operating and financial restrictions imposed on Grindr by its
debt agreements, and it could divert its cash flow from operations for debt payments.
|
•
|
The Sponsor has agreed to vote in favor of the Business Combination, regardless of how Tiga’s public shareholders vote.
|
•
|
The Sponsor, certain members of the Tiga Board and certain Tiga officers have interests in the Business Combination that are
different from or are in addition to other shareholders in recommending that shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.
|
|
| |
As of June 30,
|
| |
As of December 31,
|
|||
|
| |
2022
|
| |
2021
|
| |
2020
|
ASSETS
|
| |
|
| |
|
| |
|
Current Assets
|
| |
|
| |
|
| |
|
Cash
|
| |
$165,655
|
| |
$17,499
|
| |
$1,144,776
|
Prepaid expenses
|
| |
106,875
|
| |
123,750
|
| |
262,499
|
Total Current Assets
|
| |
272,530
|
| |
141,249
|
| |
1,407,275
|
|
| |
|
| |
|
| |
|
Cash and Investments held in Trust Account
|
| |
287,542,770
|
| |
284,379,776
|
| |
278,774,646
|
Total Assets
|
| |
$287,815,300
|
| |
$284,521,025
|
| |
$280,181,921
|
|
| |
|
| |
|
| |
|
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
| |
|
| |
|
| |
|
Current Liabilities:
|
| |
|
| |
|
| |
|
Accrued expenses
|
| |
3,254,399
|
| |
$559,183
|
| |
$37,067
|
Convertible promissory note – related party
|
| |
1,680,000
|
| |
—
|
| |
26,780
|
Total Current Liabilities
|
| |
4,934,399
|
| |
559,183
|
| |
63,847
|
|
| |
|
| |
|
| |
|
Forward Purchase Agreement Liabilities
|
| |
5,521,061
|
| |
5,008,045
|
| |
6,757,777
|
Warrant liability
|
| |
19,134,810
|
| |
21,220,018
|
| |
39,232,167
|
Deferred underwriting fee payable
|
| |
9,660,000
|
| |
9,660,000
|
| |
9,660,000
|
Total Liabilities
|
| |
39,250,270
|
| |
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 redemption value of $10.42, $10.30 and $10.10 per share as of June 30, 2022, December 31, 2021 and 2020, respectively
|
| |
287,542,770
|
| |
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; no shares issued or outstanding, excluding 27,600,000 shares subject to possible redemption at June 30, 2022 and December 31, 2021
|
| |
—
|
| |
—
|
| |
—
|
Class B ordinary shares, $0.0001 par value; 20,000,000
shares authorized; 6,900,000 shares issued and outstanding as of June 30, 2022, December 31, 2021 and December 31, 2020, respectively
|
| |
690
|
| |
690
|
| |
690
|
Additional paid-in capital
|
| |
—
|
| |
—
|
| |
—
|
Accumulated deficit
|
| |
(38,978,430)
|
| |
(36,206,911)
|
| |
(54,292,560)
|
Total Shareholders’ Deficit
|
| |
(38,977,740)
|
| |
(36,206,221)
|
| |
(54,291,870)
|
Total Liabilities and Shareholders’ Deficit
|
| |
$287,815,300
|
| |
$284,521,025
|
| |
$280,181,921
|
|
| |
For the three months ended
June 30,
|
| |
For the six months
ended June 30,
|
| |
For the
year ended
December 31,
|
| |
For the
period from
July 27,
2020
(inception) to
December 31,
|
||||||
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
Operating costs
|
| |
$3,037,584
|
| |
$650,003
|
| |
$4,243,935
|
| |
$834,787
|
| |
$1,761,362
|
| |
$124,923
|
Loss from operations
|
| |
(3,037,584)
|
| |
(650,003)
|
| |
(4,234,935)
|
| |
(834,787)
|
| |
(1,761,362)
|
| |
(124,923)
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Other income (expenses):
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Interest earned on investments held in Trust Account
|
| |
363,264
|
| |
3,355
|
| |
402,994
|
| |
35,076
|
| |
85,130
|
| |
14,646
|
Change in fair value of warrant liabilities
|
| |
(81,153)
|
| |
79,548
|
| |
4,926,361
|
| |
11,534,063
|
| |
23,121,405
|
| |
(11,408,319)
|
Fair value of private placement warrants in excess of
purchase price
|
| |
(4,031,433)
|
| |
4,205,105
|
| |
(81,153)
|
| |
79,548
|
| |
—
|
| |
(1,646,600)
|
Change in fair value of forward purchase agreement
liabilities
|
| |
(731,176)
|
| |
1,787,878
|
| |
(513,016)
|
| |
184,109
|
| |
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
|
| |
(4,480,498)
|
| |
6,075,886
|
| |
4,735,186
|
| |
11,832,796
|
| |
24,956,267
|
| |
(20,726,500)
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net income (loss)
|
| |
$(7,518,082)
|
| |
$5,425,883
|
| |
$491,251
|
| |
$10,998,009
|
| |
$23,194,905
|
| |
$(20,851,423)
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Weighted average shares outstanding of Class A ordinary
shares
|
| |
27,600,000
|
| |
27,600,000
|
| |
27,600,000
|
| |
27,600,000
|
| |
27,600,000
|
| |
21,660,759
|
Basic and diluted net income (loss) per
share, Class A ordinary shares
|
| |
$(0.22)
|
| |
$0.16
|
| |
$0.01
|
| |
$0.32
|
| |
$0.67
|
| |
$(0.79)
|
Weighted average shares outstanding of Class B ordinary
shares
|
| |
6,900,000
|
| |
6,900,000
|
| |
6,900,000
|
| |
6,900,000
|
| |
6,900,000
|
| |
4,870,253
|
Basic and diluted net income (loss) per
share, Class B ordinary shares
|
| |
$(0.22)
|
| |
$0.16
|
| |
$0.01
|
| |
$0.32
|
| |
$0.67
|
| |
$(0.79)
|
|
| |
For the six months ended June 30,
|
| |
For the
year ended
December 31,
|
| |
For the
period from
July 27,
2020
(inception) to
December 31,
|
|||
|
| |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
Cash Flows from Operating Activities:
|
| |
|
| |
|
| |
|
| |
|
Net income (loss)
|
| |
$491,251
|
| |
$10,998,009
|
| |
$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
|
| |
(4,926,361)
|
| |
(11,534,063)
|
| |
(23,121,405)
|
| |
11,408,319
|
Change in fair value of forward purchase agreement
liabilities
|
| |
513,016
|
| |
(184,109)
|
| |
(1,749,732)
|
| |
3,358,302
|
Fair value of private placement warrants in excess of
purchase price
|
| |
81,153
|
| |
(79,548)
|
| |
—
|
| |
1,646,600
|
Interest earned on investments held in Trust Account
|
| |
(402,994)
|
| |
(35,076)
|
| |
(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
|
| |
16,875
|
| |
22,860
|
| |
138,749
|
| |
(262,499)
|
Accrued expenses
|
| |
2,695,216
|
| |
497,767
|
| |
522,116
|
| |
37,067
|
Net cash used in operating activities
|
| |
$(1,531,844)
|
| |
$(314,160)
|
| |
$(1,100,497)
|
| |
$(345,355)
|
|
| |
|
| |
|
| |
|
| |
|
Cash Flows from Investing Activities:
|
| |
|
| |
|
| |
|
| |
|
Investment of cash into Trust Account
|
| |
(2,760,000)
|
| |
(2,760,000)
|
| |
$(5,520,000)
|
| |
$(278,760,000)
|
Net cash used in investing activities
|
| |
(2,760,000)
|
| |
(2,760,000)
|
| |
$(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
|
| |
1,680,000
|
| |
—
|
| |
—
|
| |
300,000
|
Repayment of promissory note – related party
|
| |
—
|
| |
—
|
| |
—
|
| |
(300,000)
|
Payment of offering costs
|
| |
—
|
| |
(26,780)
|
| |
(26,780)
|
| |
(509,869)
|
Proceeds from sale of Private Placements Warrants
|
| |
2,760,000
|
| |
2,760,000
|
| |
5,520,000
|
| |
10,280,000
|
Net cash provided by financing activities
|
| |
$4,440,000
|
| |
2,733,220
|
| |
$5,493,220
|
| |
$280,250,131
|
|
| |
|
| |
|
| |
|
| |
|
Net Change in Cash
|
| |
$148,156
|
| |
$(340,940)
|
| |
$(1,127,277)
|
| |
$1,144,776
|
Cash – Beginning of period
|
| |
$17,499
|
| |
$1,144,776
|
| |
1,144,776
|
| |
—
|
Cash – End of period
|
| |
$165,655
|
| |
$803,836
|
| |
$17,499
|
| |
$1,144,776
|
|
| |
|
| |
|
| |
|
| |
|
Non-Cash investing and financing activities:
|
| |
|
| |
|
| |
|
| |
|
Offering costs included in accrued offering costs
|
| |
$—
|
| |
$26,780
|
| |
$—
|
| |
$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
|
|
| |
Successor
|
|||||||||
(Amounts in thousands, except per share data)
|
| |
Three Months
Ended June 30,
2022
|
| |
Three Months
Ended June 30,
2021
|
| |
Six Months
ended June 30,
2022
|
| |
Six Months
ended June 30,
2021
|
Consolidated Statements of
Operations and Comprehensive Loss Data
|
| |
|
| |
|
| |
|
| |
|
Revenue
|
| |
$46,555
|
| |
$34,779
|
| |
$90,085
|
| |
$62,563
|
Operating costs and expenses
|
| |
|
| |
|
| |
|
| |
|
Cost of revenue (exclusive of depreciation and
amortization shown separately below)
|
| |
12,102
|
| |
8,588
|
| |
23,803
|
| |
16,102
|
Selling, general and administrative expenses
|
| |
23,241
|
| |
6,549
|
| |
33,491
|
| |
13,463
|
Product development expense
|
| |
4,175
|
| |
2,206
|
| |
7,822
|
| |
4,581
|
Depreciation and amortization
|
| |
9,092
|
| |
10,721
|
| |
18,118
|
| |
21,826
|
Total operating costs and expenses
|
| |
48,610
|
| |
28,064
|
| |
83,234
|
| |
55,972
|
Income (loss) from operations
|
| |
(2,055)
|
| |
6,715
|
| |
6,851
|
| |
6,591
|
Other (expense) income
|
| |
|
| |
|
| |
|
| |
|
Interest (expense) income, net
|
| |
(3,256)
|
| |
(4,489)
|
| |
(6,212)
|
| |
(10,563)
|
Other income (expense), net
|
| |
2
|
| |
26
|
| |
(66)
|
| |
(30)
|
Total other (expense) income
|
| |
(3,254)
|
| |
(4,463)
|
| |
(6,278)
|
| |
(10,593)
|
Net income (loss) before income tax
|
| |
(5,309)
|
| |
2,252
|
| |
573
|
| |
(4,002)
|
Income tax provision (benefit)
|
| |
(1,000)
|
| |
458
|
| |
253
|
| |
(675)
|
Net income (loss) and comprehensive income (loss)
|
| |
$(4,309)
|
| |
$1,794
|
| |
$320
|
| |
$(3,327)
|
Net income (loss) per unit/share - Basic and Diluted
|
| |
$(0.04)
|
| |
$0.02
|
| |
$—
|
| |
$(0.03)
|
|
| |
|
| |
|
| |
|
| |
|
Consolidated Balance Sheet Data (at
period end/year end):
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$25,548
|
| |
|
| |
$25,548
|
| |
|
Total assets
|
| |
$446,067
|
| |
|
| |
$446,067
|
| |
|
Total debt
|
| |
$195,660
|
| |
|
| |
$195,660
|
| |
|
Total liabilities
|
| |
248,775
|
| |
|
| |
248,775
|
| |
|
Total members’ / stockholders’ equity
|
| |
197,292
|
| |
|
| |
197,292
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
Statement of Cash Flows Data:
|
| |
|
| |
|
| |
|
| |
|
Net cash (used in) provided by operating activities
|
| |
|
| |
|
| |
27,836
|
| |
3,579
|
Net cash (used in) provided by investing activities
|
| |
|
| |
|
| |
(2,176)
|
| |
(1,295)
|
Net cash (used in) provided by financing activities
|
| | | | | |
(15,890)
|
| |
(2,880)
|
|
| |
Successor
|
| |
Predecessor
|
||||||
(Amounts in thousands, except per share data)
|
| |
Year ended
December 31,
2021
|
| |
Period from
June 11, 2020
to December 31,
2020
|
| |
Period from
January 1,
2020 to June 10,
2020
|
| |
Year ended
December 31,
2019
|
Consolidated Statements of
Operations and Comprehensive Loss Data
|
| |
|
| |
|
| |
|
| |
|
Revenue
|
| |
$145,833
|
| |
$61,078
|
| |
$43,385
|
| |
$108,698
|
Operating costs and expenses
|
| |
|
| |
|
| |
|
| |
|
Cost of revenue (exclusive of depreciation and
amortization shown separately below)
|
| |
37,358
|
| |
18,467
|
| |
12,954
|
| |
27,545
|
Selling, general and administrative expenses
|
| |
30,618
|
| |
15,671
|
| |
15,583
|
| |
32,573
|
Product development expense
|
| |
10,913
|
| |
7,278
|
| |
7,136
|
| |
11,059
|
Depreciation and amortization
|
| |
43,234
|
| |
17,639
|
| |
10,642
|
| |
27,412
|
Total operating costs and expenses
|
| |
122,123
|
| |
59,055
|
| |
46,315
|
| |
98,589
|
Income (loss) from operations
|
| |
23,710
|
| |
2,023
|
| |
(2,930)
|
| |
10,109
|
Other (expense) income
|
| |
|
| |
|
| |
|
| |
|
Interest (expense) income, net
|
| |
(18,698)
|
| |
(15,082)
|
| |
277
|
| |
386
|
Other income (expense), net
|
| |
1,288
|
| |
142
|
| |
(76)
|
| |
(348)
|
Total other (expense) income
|
| |
(17,410)
|
| |
(14,940)
|
| |
201
|
| |
38
|
Net income (loss) before income tax
|
| |
6,300
|
| |
(12,917)
|
| |
(2,729)
|
| |
10,147
|
Income tax provision (benefit)
|
| |
1,236
|
| |
(1,958)
|
| |
(615)
|
| |
2,441
|
Net income (loss) and comprehensive income (loss)
|
| |
$5,064
|
| |
$(10,959)
|
| |
$(2,114)
|
| |
$7,706
|
Net income (loss) per unit/share - Basic and Diluted
|
| |
$0.05
|
| |
$(0.11)
|
| |
$(0.02)
|
| |
$0.08
|
|
| |
|
| |
|
| |
|
| |
|
Consolidated Balance Sheet Data (at
period end/year end):
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$15,778
|
| |
$41,394
|
| |
$66,454
|
| |
47,950
|
Total assets
|
| |
$449,726
|
| |
$503,705
|
| |
|
| |
|
Total debt
|
| |
$137,119
|
| |
$193,933
|
| |
|
| |
|
Total liabilities
|
| |
$186,489
|
| |
247,447
|
| |
|
| |
|
Total members’ / stockholders’ equity
|
| |
$263,237
|
| |
256,258
|
| |
$369,003
|
| |
$370,774
|
|
| |
|
| |
|
| |
|
| |
|
Statement of Cash Flows Data:
|
| |
|
| |
|
| |
|
| |
|
Net cash (used in) provided by operating activities
|
| |
34,430
|
| |
9,602
|
| |
16,456
|
| |
37,973
|
Net cash (used in) provided by investing activities
|
| |
(3,797)
|
| |
(264,991)
|
| |
534
|
| |
(4,684)
|
Net cash (used in) provided by financing activities
|
| |
(56,249)
|
| |
298,175
|
| |
1,514
|
| |
—
|
•
|
the historical audited or unaudited financial statements of Grindr and Tiga, and their respective related notes, for the
applicable periods;
|
•
|
the sections entitled “Tiga’s Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and “Grindr’s Management’s Discussion and Analysis of Financial Condition and Results of Operations;”
|
•
|
the more detailed Unaudited Pro Forma Information included in the section entitled “Unaudited
Pro Forma Combined Financial Information;”
|
•
|
the accompanying notes to the Unaudited Pro Forma Combined Financial Information; and
|
•
|
the other financial information included elsewhere in this proxy statement/prospectus.
|
•
|
Assuming No Redemptions: Assuming that no public shareholders of Tiga exercise
redemption rights with respect to their public shares for a pro rata share of the funds in the trust account.
|
•
|
Assuming 50% Redemptions: Assuming that Tiga shareholders holding 13.8 million of the
public shares will exercise their redemption rights for their pro rata share (approximately $10.40 per share) of the funds in the trust account. This scenario gives effect to public share redemptions for aggregate redemption payments of
$143.5 million using a per share redemption price of $10.40 per share.
|
•
|
Assuming Maximum Redemptions: Assuming that Tiga shareholders holding 27.6 million of
the public shares will exercise their redemption rights for their pro rata share (approximately $10.40 per share) of the funds in the trust account. This scenario gives effect to public share redemptions for aggregate redemption
payments of $287.0 million using a per share redemption price of $10.40 per share. The Merger Agreement includes as a condition to closing the Business Combination that, at the Closing, Tiga will have (i) a minimum of $100,000,000 in
Available Closing Tiga Cash and cash freely available in Grindr’s and its subsidiaries’ bank accounts and (ii) a minimum of $5,000,001 of net tangible assets. To determine the outcomes of the maximum redemption scenario, the Available
Closing Tiga Cash set forth in the Merger Agreement is considered. The Available Closing Tiga Cash is determined as the sum of (i) all amounts in the trust account (after reduction for the aggregate amount of payments required to be
made in connection with the Tiga Shareholder Redemption), plus (ii) the Forward Purchase Commitment Amount, the Backstop Subscription Amount and the PIPE
|
|
| |
Share Ownership in New Grindr
|
|||||||||||||||
|
| |
Pro Forma Combined
(Assuming
No Redemptions)
|
| |
Pro Forma Combined
(Assuming 50%
Redemptions)(7)
|
| |
Pro Forma Combined
(Assuming Maximum
Redemptions)(7)
|
|||||||||
|
| |
Number of
Shares
|
| |
%
Ownership
|
| |
Number of
Shares
|
| |
%
Ownership
|
| |
Number of
Shares
|
| |
%
Ownership
|
Sponsor and certain affiliates(1)(2)
|
| |
6,900,000
|
| |
3.4%
|
| |
6,900,000
|
| |
3.7%
|
| |
6,900,000
|
| |
3.9%
|
Public Shareholders(3)
|
| |
27,600,000
|
| |
13.8%
|
| |
13,800,000
|
| |
7.4%
|
| |
—
|
| |
0.0
|
Forward Purchase Investors(4)
|
| |
10,000,000
|
| |
5.0%
|
| |
10,000,000
|
| |
5.3%
|
| |
10,000,000
|
| |
5.7%
|
Former Grindr unitholders(5)(6)
|
| |
156,223,962
|
| |
77.8%
|
| |
156,223,962
|
| |
83.6%
|
| |
158,983,490
|
| |
90.4%
|
Total
|
| |
200,723,962
|
| |
100.0%
|
| |
186,923,962
|
| |
100.0%
|
| |
175,883,490
|
| |
100.0%
|
(1)
|
Reflects 6,840,000 of founder shares held by Tiga’s Sponsor and 60,000 founder shares held by independent directors that will
convert into New Grindr Common Stock.
|
(2)
|
Excludes 18,560,000 of private placement warrants as the warrants are not expected to be in the money at Closing. 2,760,000
of the private placement warrants were issued by Tiga in May 2022 for proceeds of $2.8 million. Excludes 1,680,000 of private placement warrants available to be issued in the event the $1.7 million related party note disclosed in
Tiga’s historical financial statements is converted to warrants upon Closing. The loan is expected to be repaid in cash in connection with the Closing as the conversion price is approximately 150% higher than the value of the warrants
as of June 30, 2022.
|
(3)
|
Excludes 13,800,000 public warrants as the warrants are not expected to be in the money at Closing.
|
(4)
|
Reflects the sale and issuance of 10,000,000 shares of New Grindr Common Stock to certain investors (including the Sponsor
and its Affiliates) through the A&R Forward Purchase Agreement at $10.00 per share and excludes the additional 5,000,000 redeemable warrants that will be issued in connection with the 10,000,000 shares of New Grindr Common Stock.
We expect that prior to Closing, the Sponsor will assign its obligations under the Backstop Commitment and the Forward Purchase Commitment to San Vicente Parent LLC. We further expect that San Vicente Parent LLC will satisfy its
obligations under the A&R Forward Purchase Agreement. As part of the SV Consolidation, San Vicente Parent LLC will merge into Grindr and Grindr will assume the rights and all remaining obligations of San Vicente Parent LLC under
the A&R Forward Purchase Agreement, and be entitled to receive the shares of New Grindr Common Stock and redeemable warrants issuable thereunder.
|
(5)
|
Excludes 3,947,439, 3,947,439, and 4,017,166 shares of New Grindr Common Stock to be issued to the former Grindr unitholders
for their historical option awards which will be converted at the same Exchange Ratio in the no redemptions, 50% redemptions, and maximum redemptions scenarios, respectively. In the no redemptions, 50% redemptions and maximum
redemptions scenarios, respectively, the former Grindr unitholders figures include 6,514,692, 6,514,692 and 6,511,512 shares of New Grindr Common Stock associated with the Series P share based compensation units described in “Beneficial Ownership of Securities”.
|
(6)
|
Reflects distributions to former Grindr unitholders of $287.8 million, $287.8 million and $259.5 million in the no
redemptions, 50% redemptions and maximum redemptions scenarios, respectively. Of that amount, $155.0 million is to be used to extinguish the remaining Deferred Payment as defined in “Unaudited Pro Forma
Combined Financial Information” These distributions in all of the redemption scenarios include $4.5 million of unpaid distribution accrued for on the Grindr historical balance sheet. These distributions combined with the
$78.8 million June 2022 distribution paid as disclosed in Note 9 of Grindr’s historical unaudited financial statements make up the total distribution as referenced in the Merger Agreement of $366.6 million, $366.6 million, and
$338.3 million dividend in the no redemptions, 50% redemptions and maximum redemptions scenarios, respectively.
|
(7)
|
Assumes 50% redemptions of 13,800,000 public Class A ordinary shares and maximum redemptions of 27,600,000 public Class A
ordinary shares in connection with the transaction at approximately $10.40 per share based on Trust Account figures as of June 30, 2022 in the 50% redemptions and maximum redemptions scenarios, respectively.
|
Selected Unaudited Pro Forma Combined Balance Sheet Data
as of June 30, 2022
(in thousands)
|
| |
Pro Forma
Combined
(Assuming
No Redemptions)
|
| |
Pro Forma
Combined
(Assuming
50% Redemptions)
|
| |
Pro Forma
Combined
(Assuming
Maximum
Redemptions)
|
Cash and cash equivalents
|
| |
$113,216
|
| |
$19,696
|
| |
$26,476
|
Total assets
|
| |
$544,711
|
| |
$451,191
|
| |
$457,971
|
Total liabilities
|
| |
$267,528
|
| |
$317,528
|
| |
$437,528
|
Total shareholders' equity (deficit)
|
| |
$277,183
|
| |
$133,663
|
| |
$20,443
|
Selected Unaudited Pro Forma Combined Statement of
Operations Data for the Six Months Ended June 30, 2022
(in thousands, except for per share data)
|
| |
Pro Forma
Combined
(Assuming
No Redemptions)
|
| |
Pro Forma
Combined
(Assuming 50%
Redemptions)
|
| |
Pro Forma
Combined
(Assuming
Maximum
Redemptions)
|
Revenue
|
| |
$90,085
|
| |
$90,085
|
| |
$90,085
|
Net income (loss) attributable to common shareholders -
basic and diluted
|
| |
$(246)
|
| |
$(1,821)
|
| |
$(5,351)
|
Net income (loss) per share attributable to common
shareholders - basic
|
| |
$(0.00)
|
| |
$(0.01)
|
| |
$(0.03)
|
Net income (loss) per share attributable to common
shareholders - diluted
|
| |
$(0.00)
|
| |
$(0.01)
|
| |
$(0.03)
|
Weighted-average shares outstanding - basic
|
| |
200,723,962
|
| |
186,923,962
|
| |
175,883,490
|
Weighted-average shares outstanding - diluted
|
| |
200,723,962
|
| |
186,923,962
|
| |
175,883,490
|
Selected Unaudited Pro Forma Combined Statement of
Operations Data for the Year Ended December 31, 2021
(in thousands, except for per share data)
|
| |
Pro Forma
Combined
(Assuming
No Redemptions)
|
| |
Pro Forma
Combined
(Assuming
50% Redemptions)
|
| |
Pro Forma
Combined
(Assuming
Maximum
Redemptions)
|
Revenue
|
| |
$145,833
|
| |
$145,833
|
| |
$145,833
|
Net income (loss) attributable to common shareholders -
basic and diluted
|
| |
$19,774
|
| |
$16,624
|
| |
$10,447
|
Net income (loss) per share attributable to common
shareholders - basic
|
| |
$0.10
|
| |
$0.09
|
| |
$0.06
|
Net income (loss) per share attributable to common
shareholders - diluted
|
| |
$0.10
|
| |
$0.09
|
| |
$0.06
|
Weighted-average shares outstanding - basic
|
| |
200,723,962
|
| |
186,923,962
|
| |
175,883,490
|
Weighted-average shares outstanding - diluted
|
| |
200,780,434
|
| |
186,980,434
|
| |
175,939,962
|
•
|
Assuming No Redemptions: Assuming that no public shareholders of Tiga exercise
redemption rights with respect to their public shares for a pro rata share of the funds in the trust account.
|
•
|
Assuming 50% Redemptions: Assuming that Tiga shareholders holding 13.8 million of the
public shares will exercise their redemption rights for their pro rata share (approximately $10.40 per share) of the funds in the trust account. This scenario gives effect to public share redemptions for aggregate redemption payments of
$143.5 million using a per share redemption price of $10.40 per share.
|
•
|
Assuming Maximum Redemptions: Assuming Tiga stockholders holding
27.6 million of the public shares will exercise their redemption rights for their pro rata share (approximately $10.40 per share) of the funds in the trust account. This scenario gives effect to public share redemptions for aggregate
redemption payments of $287.0 million using a per share redemption price of $10.40 per share. The Merger Agreement includes as a condition to closing the Business Combination that, at the Closing, Tiga will have (i) a minimum of
$100,000,000 in cash comprising Available Closing Tiga Cash and cash freely available in Grindr’s and its subsidiaries’ bank accounts and (ii) a minimum of $5,000,001 of net tangible assets. To determine the outcomes of the maximum
redemption scenario, the Available Closing Tiga Cash set forth in the Merger Agreement is considered. The Available Closing Tiga Cash is determined as the sum of (i) all amounts in the trust account (after reduction for the aggregate
amount of payments required to be made in connection with the Tiga Shareholder Redemption), plus (ii) the Forward Purchase Commitment Amount, the Backstop Subscription Amount and the PIPE Investment, if any (without, for the avoidance
of doubt, taking into account any transaction fees, costs and expenses paid or required to be paid in connection with the Business Combination, the Forward Purchase Commitment, the Backstop Commitment or the PIPE Investment). In the
minimum redemptions, 50% redemptions and maximum redemptions scenarios, the Available Closing Tiga Cash condition shall be met through the Forward Purchase Commitment and the Backstop Commitment proceeds of $100.0 million.
|
As of and for the Six Months
Ended June 30, 2022
(in thousands, except share
and per share data)
|
| |
Tiga
(Historical)
|
| |
Grindr
(Historical)
|
| |
Pro Forma
Combined
(Assuming
No Redemptions)
|
| |
Pro Forma
Combined
(Assuming
50% Redemptions)
|
| |
Pro Forma
Combined
(Assuming
Maximum
Redemptions)
|
Book value per share(1)
|
| |
$(1.13)
|
| |
$1.78
|
| |
$1.38
|
| |
$0.72
|
| |
$0.12
|
Net income (loss) per share - basic
|
| |
$0.01
|
| |
$0.00
|
| |
$(0.00)
|
| |
$(0.01)
|
| |
$(0.03)
|
Net income (loss) per share - diluted
|
| |
$0.01
|
| |
$0.00
|
| |
$(0.00)
|
| |
$(0.01)
|
| |
$(0.03)
|
Weighted-average shares outstanding - basic
|
| |
34,500,000
|
| |
110,927,428
|
| |
200,723,962
|
| |
186,923,962
|
| |
175,883,490
|
Weighted-average shares outstanding - diluted
|
| |
34,500,000
|
| |
111,663,628
|
| |
200,723,962
|
| |
186,923,962
|
| |
175,883,490
|
Net income (loss) per redeemable Class A ordinary
share
|
| |
$0.01
|
| |
|
| |
|
| |
|
| |
|
Weighted-average redeemable Class A ordinary shares
outstanding - basic and diluted
|
| |
27,600,000
|
| |
|
| |
|
| |
|
| |
|
Net income (loss) per Class B ordinary share
|
| |
$0.01
|
| |
|
| |
|
| |
|
| |
|
Weighted-average Class B ordinary shares outstanding
- basic and diluted
|
| |
6,900,000
|
| |
|
| |
|
| |
|
| |
|
(1)
|
Book value per share is calculated as (a) total shareholders’ equity (deficit) divided by (b) the total number of shares of
common stock outstanding, inclusive of shares subject to possible redemption. Tiga’s historical book value per share calculation is based on all shares issued and outstanding related to Tiga’s Class A ordinary shares subject to possible
redemption and Class B ordinary shares. Grindr’s historical book value per share calculation is based on all shares issued and outstanding related to Grindr ordinary units. New Grindr’s pro forma combined book value per share is based
on all shares of New Grindr Common Stock to be issued and outstanding on a pro forma combined basis immediately after the Transaction under the no redemptions, 50% redemptions and maximum redemptions scenarios, respectively.
|
As of and for the Year Ended December 31, 2021
(in thousands, except share and per share data)
|
| |
Tiga
(Historical)
|
| |
Grindr
(Historical)
|
| |
Pro Forma
Combined
(Assuming
No Redemptions)
|
| |
Pro Forma
Combined
(Assuming
50% Redemptions)
|
| |
Pro Forma
Combined
(Assuming
Maximum
Redemptions)
|
Net income (loss) per share - basic
|
| |
$0.67
|
| |
$0.05
|
| |
$0.10
|
| |
$0.09
|
| |
$0.06
|
Net income (loss) per share - diluted
|
| |
$0.67
|
| |
$0.05
|
| |
$0.10
|
| |
$0.09
|
| |
$0.06
|
Weighted-average shares outstanding - basic
|
| |
34,500,000
|
| |
108,922,180
|
| |
200,723,962
|
| |
186,923,962
|
| |
175,883,490
|
Weighted-average shares outstanding - diluted
|
| |
34,500,000
|
| |
108,962,336
|
| |
200,780,434
|
| |
186,980,434
|
| |
175,939,962
|
Net income (loss) per redeemable Class A ordinary
share
|
| |
$0.67
|
| |
|
| |
|
| |
|
| |
|
Weighted-average redeemable Class A ordinary shares
outstanding - basic and diluted
|
| |
27,600,000
|
| |
|
| |
|
| |
|
| |
|
Net income (loss) per Class B ordinary share
|
| |
$0.67
|
| |
|
| |
|
| |
|
| |
|
Weighted-average Class B ordinary shares outstanding
- basic and diluted
|
| |
6,900,000
|
| |
|
| |
|
| |
|
| |
|
•
|
Tiga’s ability to complete the Business Combination, or, if Tiga does not consummate such Business Combination, any other
initial business combination;
|
•
|
satisfaction or waiver (if applicable) of the conditions to the Business Combination, including, among other things:
|
•
|
the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business
Combination and related agreements by the respective shareholders of Tiga and Grindr, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part of, (iii) early termination or expiration of
the waiting period under the HSR Act or other applicable regulatory regime, (iv) that Tiga have at least $5,000,001 of net tangible assets upon Closing and (v) the absence of any injunctions;
|
•
|
the Minimum Cash Condition being satisfied;
|
•
|
the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger
Agreement;
|
•
|
the outcome of any legal proceedings that may be instituted against Tiga, New Grindr or others following the announcement of
the Business Combination and any definitive agreements with respect thereto;
|
•
|
the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things,
competition, the ability of New Grindr to grow and manage growth profitability, maintain relationships with customers and suppliers and retain its management and key employees;
|
•
|
costs related to the Business Combination;
|
•
|
the projected financial information, anticipated growth rate, and market opportunity of Grindr, and estimates of expenses and
profitability;
|
•
|
the ability to meet listing requirements and maintain the listing of New Grindr Common Stock and warrants on the NYSE
following the Business Combination;
|
•
|
the potential liquidity and trading of public securities of Tiga or New Grindr;
|
•
|
the ability to raise financing in the future by New Grindr or Tiga;
|
•
|
Tiga officers and directors allocating their time to other businesses and potentially having conflicts of interest with
Tiga’s business or in approving the Business Combination;
|
•
|
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
|
•
|
the benefits of the Business Combination;
|
•
|
the future financial and operational performance of, and anticipated financial impact on, Grindr following the Business
Combination; and
|
•
|
New Grindr’s expansion plans and opportunities.
|
•
|
the success in retaining or recruiting, or changes required in, our directors, officers or key employees following the
completion of the Business Combination;
|
•
|
the impact of the regulatory environment and complexities with compliance related to such environment;
|
•
|
the ability to respond to general economic conditions;
|
•
|
factors relating to the business, operations and financial performance of New Grindr and its subsidiaries, including:
|
•
|
competition in the dating and social networking products and services industry;
|
•
|
the ability to maintain and attract users;
|
•
|
fluctuation in quarterly and yearly results;
|
•
|
natural disasters, outbreaks and pandemics, economic, social, weather, growth constraints and regulatory conditions or other
circumstances affecting the industry in which New Grindr operates;
|
•
|
the ability to adapt to changes in technology and user preferences in a timely and cost-effective manner;
|
•
|
the ability to maintain compliance with privacy and data protection laws and regulations;
|
•
|
the ability to protect systems and infrastructures from cyber-attacks and prevent unauthorized data access;
|
•
|
the dependence on the integrity of third-party systems and infrastructure;
|
•
|
New Grindr’s ability to protect its intellectual property rights from unauthorized use by third parties; and
|
•
|
other factors detailed under the “Risk Factors” section.
|
•
|
users increasingly engage with competing products or services;
|
•
|
user behavior on any of our products and services change, including decreases in the quality of the user base and frequency of
use of our products and services;
|
•
|
our competitors mimic our products and services or penetrate our markets (or markets we would like to enter) and therefore harm
our user retention, engagement, and growth;
|
•
|
users have difficulty installing, updating, or otherwise accessing our products and services on mobile devices because of
actions by us or third parties that we rely on to distribute our products and services;
|
•
|
we fail to introduce new and improved products and services that appeal to our users, or if we make changes to existing
products and services that do not appeal to our users;
|
•
|
we are unable to continue to develop products and services that work with a variety of mobile operating systems, networks, and
smartphones;
|
•
|
users are no longer willing to pay for premium (fee-based) subscriptions or premium add-ons;
|
•
|
we are unable to successfully balance our efforts to provide a compelling user experience with the decisions we make with
respect to the frequency, prominence, and size of advertisements and other commercial content that we display on our platform;
|
•
|
we fail to protect our brand image or reputation;
|
•
|
we experience decreases in user sentiment related to the quality of our products and services, or based upon concerns related
to data privacy and the sharing of user data, safety, security, or well-being, among other factors;
|
•
|
we, or other companies in the industry, are the subject of adverse media reports or other negative publicity, including because
of our data practices or other companies’ data practices;
|
•
|
we fail to keep pace with evolving online, market, and industry trends (including the introduction of new and enhanced digital
services);
|
•
|
initiatives designed to attract and retain users and engagement are unsuccessful or discontinued;
|
•
|
we adopt terms, policies, or procedures concerning user data or advertising, among other areas, that are perceived negatively
by our users or the general public;
|
•
|
we are unable to combat inappropriate or abusive use of our platform;
|
•
|
we fail to address user or regulatory concerns related to privacy, data security, personal safety, or other factors;
|
•
|
we are unable to manage and prioritize information to ensure users are presented with content that is interesting, useful and
relevant to them;
|
•
|
we fail to provide adequate customer service to users, advertisers, or other partners;
|
•
|
technical or other problems prevent us from delivering our products and services in a rapid and reliable manner or otherwise
affect the user experience, such as security breaches, distributed denial-of-service attacks or failure to prevent or limit spam or similar content;
|
•
|
our current or future products and services reduce user activity on Grindr by making it easier for our users to interact and
share on third-party websites;
|
•
|
third-party initiatives that may enable greater use of our products and services, including low cost or discounted data plans,
are discontinued;
|
•
|
there is decreased engagement with our products and services because of changes in prevailing social, cultural, or political
preferences in the markers in which we operate; and
|
•
|
there are changes mandated by legislation, regulations, or government actions.
|
•
|
the usefulness, ease of use, performance, and reliability of our products and services compared to our competitors;
|
•
|
the size and demographics of our user base;
|
•
|
the scale, growth, and engagement of our users with our products and services relative to those of our competitors;
|
•
|
our ability to acquire efficiently new users for our products and services;
|
•
|
the timing and market acceptance of our products and services;
|
•
|
our ability to introduce new, and improve on existing, features, products and services, and services in response to
competition, user sentiment or requirements, online, market, social, and industry trends, the ever-evolving technological landscape, and the ever-changing regulatory landscape (in particular, as it relates to the regulation of online
social networking platforms);
|
•
|
our ability to continue monetizing our products and services;
|
•
|
the frequency, size, and relative prominence of the ads and other commercial content displayed by us or our competitors;
|
•
|
our customer service and support efforts;
|
•
|
the reputation of our brand for trust and safety and privacy and data protection, among other things;
|
•
|
adverse media reports or other negative publicity;
|
•
|
the effectiveness of our advertising and sales teams;
|
•
|
continued growth in internet access and smartphone adoption in certain regions of the world, particularly emerging markets;
|
•
|
changes mandated by legislation, regulatory authorities, or litigation, including settlements and consent decrees, some of
which may have a disproportionate effect on us;
|
•
|
acquisitions or consolidations within our industry, which may result in more formidable competitors;
|
•
|
our ability to attract, retain, and motivate talented employees, particularly software engineers;
|
•
|
our ability to protect our intellectual property, including against our competitors’ possible attempts to mimic or copy aspects
of our Grindr Applications;
|
•
|
our ability to cost-effectively manage and grow our operations; and
|
•
|
our ability to maintain the value and reputation of our brand relative to our competitors.
|
•
|
fluctuations in the rate at which we retain existing users and attracts new users, the level of engagement by our users, or our
ability to convert users from the free version of the platform to premium (fee-based) subscriptions;
|
•
|
our development, improvement, and introduction of new products and services, services, technology, and features, and the
enhancement of existing products and services, services, technologies, and features;
|
•
|
successful expansion into international markets, particularly in emerging markets;
|
•
|
errors in our forecasting of user demand;
|
•
|
increases in engineering, product development, marketing, or other operating expenses that we may incur to grow and expand
operations and to remain competitive;
|
•
|
changes in our relationship with Apple, Google, or other third parties;
|
•
|
announcements by competitors of significant new products and services, services, licenses, or acquisitions;
|
•
|
the diversification and growth of our revenue sources;
|
•
|
our ability to maintain gross margins and operating margins;
|
•
|
fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign
currencies;
|
•
|
changes in our effective tax rate;
|
•
|
changes in accounting standards, policies, guidance, interpretations, or principles;
|
•
|
the continued development and upgrading of our technology platform;
|
•
|
our ability to effectively prevent and remediate system failures or breaches of security or privacy;
|
•
|
our ability to obtain, maintain, protect and enforce intellectual property rights and successfully defend against claims of
infringement, misappropriation, or other violations of third-party intellectual property;
|
•
|
adverse litigation judgments, settlements, or other litigation-related costs;
|
•
|
changes in the legislative or regulatory environment, including with respect to privacy, intellectual property, consumer
product safety, and advertising, or enforcement by government regulators, including fines, orders, or consent decrees; and
|
•
|
changes in business or macroeconomic conditions, including the impact of the current COVID-19 outbreak, inflation, lower
consumer confidence in our business or in the social networking industry generally, recessionary conditions, increased unemployment rates, stagnant or declining wages, political unrest, armed conflicts, or natural disasters.
|
•
|
decreases in monthly active users and user growth and engagement, including time spent on our products and services;
|
•
|
decreased user access to and engagement with us through our mobile products and services;
|
•
|
the degree to which our users cease or reduce the number of times they engage with ads placed through our products and
services;
|
•
|
changes in our demographics that make us less attractive to advertisers;
|
•
|
product changes or inventory management decisions that we make that reduce the size, frequency, or prominence of ads and other
commercial content displayed on our products and services;
|
•
|
our inability to improve our analytics and measurement solutions that demonstrate the value of our ads and other commercial
content;
|
•
|
loss of advertising market share to our competitors;
|
•
|
adverse legal developments relating to advertising, including legislative action, regulatory developments, and litigation;
|
•
|
competitive developments or advertiser perception of the value of our products and services that change the rates we can charge
for advertising or the volume of advertising on our products and services;
|
•
|
adverse media reports or other negative publicity involving us or other companies in our industry;
|
•
|
our inability to create new products and services that sustain or increase the value of our ads and other commercial content;
|
•
|
changes in the pricing of online advertising;
|
•
|
difficulty and frustration from advertisers who may need to reformat or change their advertisements to comply with our
guidelines;
|
•
|
the impact of new technologies that could block or obscure the display of our ads and other commercial content; and
|
•
|
the impact of macroeconomic conditions and conditions in the advertising industry in general.
|
•
|
operational and compliance challenges caused by distance, language, and cultural differences;
|
•
|
political tensions, social unrests, or economic instability, particularly in the countries in which we operate;
|
•
|
differing levels of social and technological acceptance of our products and services, or lack of acceptance of them generally;
|
•
|
low usage and/or penetration of internet-connected consumer electronic devices;
|
•
|
risks related to the legal and regulatory environment in foreign jurisdictions, including with respect to privacy, data
security and unexpected changes in laws, regulatory requirements, and enforcement;
|
•
|
potential damage to our brand and reputation due to compliance with local laws, including potential censorship or requirements
to provide user information to local authorities;
|
•
|
our lack of a critical mass of users in certain markets;
|
•
|
fluctuations in currency exchange rates;
|
•
|
higher levels of credit risk and payment fraud;
|
•
|
enhanced difficulties of integrating any foreign acquisitions;
|
•
|
burdens of complying with a variety of foreign laws, including multiple tax jurisdictions;
|
•
|
competitive environments that favor local businesses;
|
•
|
reduced protection for intellectual property rights in some countries;
|
•
|
difficulties in staffing and managing global operations and the increased travel, infrastructure, and legal compliance costs
associated with multiple international locations;
|
•
|
regulations that might add difficulties in repatriating cash earned outside the U.S. and otherwise preventing us from freely
moving cash;
|
•
|
import and export restrictions and changes in trade regulations;
|
•
|
political unrest, terrorism, military conflict (such as the conflict involving Russia and Ukraine), war, health and safety
epidemics (such as the COVID-19 pandemic and the 2022 monkeypox outbreak) or the threat of any of these events;
|
•
|
export controls and economic sanctions administered by the U.S. Department of Commerce Bureau of Industry and Security and the
U.S. Department of the Treasury Office of Foreign Assets Control and similar regulatory entities in other jurisdictions;
|
•
|
compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar anti-corruption laws in other
jurisdictions; and
|
•
|
compliance with statutory equity requirements and management of tax consequences.
|
•
|
hiring additional technical personnel to bolster our accounting capabilities and capacity, including the evaluation of
technical and reporting accounting materials;
|
•
|
designing and implementing an automatic intake process with respect to direct revenue information from third parties, engaging
tax consultants to regularly review changes in tax requirements in applicable jurisdictions for appropriate tax assessment, and conducting monthly review processes to enhance direct revenue information accuracy;
|
•
|
designing and implementing appropriate modules in our financial systems to automate manual reconciliations and calculations;
and
|
•
|
evaluating, designing and implementing the internal controls and procedures with respect to the closing process, including the
measures stated above, to limit human judgment errors, enhance adequacy of reviews to assure timely and accurate financial control.
|
•
|
incur or guarantee additional debt;
|
•
|
incur certain liens;
|
•
|
effect change of control events;
|
•
|
make certain investments;
|
•
|
make certain payments or other distributions;
|
•
|
declare or pay dividends;
|
•
|
enter into transactions with affiliates;
|
•
|
prepay, redeem or repurchase any subordinated indebtedness or enter into amendments to certain subordinated indebtedness in a
manner materially adverse to the lenders; and
|
•
|
transfer or sell assets.
|
1.
|
the fact that G. Raymond Zage, III, one of the controlling persons of the Sponsors and our Chairman and Chief Executive
Officer, indirectly holds an approximately 43.0% indirect non-voting equity interest in Grindr and that Ashish Gupta, one of the controlling persons of the Sponsor and a Director and our President, indirectly holds an approximately 4.5%
indirect non-voting equity interest in Grindr;
|
2.
|
the fact that, Tiga and the Sponsor have entered into the A&R Forward Purchase Agreement pursuant to which Messers. Zage
and Gupta may purchase up to 10,000,000 additional shares in New Grindr at $10.00 per share. As such, regardless of the extent of redemptions, the shares of New Grindr Common Stock owned by non-redeeming shareholders will have an implied
value of $10.00 per share upon the consummation of the Business Combination;
|
3.
|
the fact that immediately following the Closing and, assuming none of Tiga’s shareholders elect to redeem their shares of
Company Class A common stock in connection with the Business Combination, by virtue of the holdings by Messers. Zage and Gupta and their affiliates, including, Mr. Zage is expected to beneficially own approximately % of New Grindr and
Mr. Gupta is expected to beneficially own approximately % of New Grindr;
|
4.
|
the fact that the Sponsor has agreed, for no consideration, not to redeem any of the founder shares in connection with a
shareholder vote to approve a proposed initial business combination;
|
5.
|
the fact that the Sponsor paid an aggregate of $25,000 for its 6,900,000 founder shares, which will have a significantly higher
value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $70,725,000 based on the closing price of Tiga Class A ordinary shares on the NYSE on May 6, 2022;
|
6.
|
the fact that the Sponsor has agreed to waive their rights to liquidating distributions from the trust account with respect to
their founder shares if we fail to complete an initial business combination by November 27, 2022;
|
7.
|
the fact that the Sponsor paid an aggregate of approximately $18,560,000 million for its 18,560,000 private placement warrants
to purchase Tiga Class A ordinary shares and that such private placement warrants will expire worthless if the Business Combination is not consummated by November 27, 2022;
|
8.
|
the fact that the Sponsor and its affiliates may realize a positive rate of return on such investment even if other Tiga
shareholders experience a negative rate of return following the Business Combination, given the differential in purchase price that the Sponsor paid for the founder shares as compared to the price of the
|
9.
|
the fact that the Sponsor will benefit from the completion of the Business Combination and may be incentivized to complete an
acquisition of a less favorable target company or on terms less favorable to Tiga shareholders than liquidate;
|
10.
|
the fact that if the trust account is liquidated, including in the event we are unable to complete an initial business
combination within the required time period, the Sponsor has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.40 per public share, or such lesser per public share amount as is in the
trust account on the liquidation date, by the claims of prospective target businesses with which we have discussed entering into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only
if such target business or vendor has not executed a waiver of any and all rights to seek access to the trust account;
|
11.
|
the fact that we have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates
from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. We do not have a policy that expressly prohibits any
such persons from engaging for their own account in business activities of the types conducted by us; further, such activity is expressly allowed under Tiga’s amended and restated memorandum and articles of association.
|
12.
|
the anticipated election of G. Raymond Zage, III, who is an officer and director of Tiga, as director of New Grindr;
|
13.
|
the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’
liability insurance after the Business Combination;
|
14.
|
the fact that the sponsor, our officers and directors, including Messers. Zage and Gupta, will lose their entire investment in
us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by November 27, 2022; and
|
15.
|
the fact that at the Closing we will enter into an A&R Registration Rights Agreement, which provides for registration
rights for the Sponsor, Messers. Zage and Gupta and certain of their affiliates.
|
|
| |
Assuming No Redemptions
|
| |
Assuming 50% Redemptions(7)
|
| |
Assuming
Maximum Redemptions(8)
|
|||||||||
|
| |
Number of
Shares
|
| |
%
Ownership
|
| |
Number of
Shares
|
| |
%
Ownership
|
| |
Number of
Shares
|
| |
%
Ownership
|
Sponsor and certain affiliates(1)(2)
|
| |
6,900,000
|
| |
3.4%
|
| |
6,900,000
|
| |
3.7%
|
| |
6,900,000
|
| |
3.9%
|
Public Shareholders(3)
|
| |
27,600,000
|
| |
13.8%
|
| |
13,800,000
|
| |
7.4%
|
| |
—
|
| |
0.0%
|
Forward Purchase Investors(4)
|
| |
10,000,000
|
| |
5.0%
|
| |
10,000,000
|
| |
5.3%
|
| |
10,000,000
|
| |
5.7%
|
Former Grindr unitholders(5)(6)
|
| |
156,223,962
|
| |
77.8%
|
| |
156,223,962
|
| |
83.6%
|
| |
158,983,490
|
| |
90.4%
|
Total
|
| |
200,723,962
|
| |
100.0%
|
| |
186,923,962
|
| |
100.0%
|
| |
175,883,490
|
| |
100.0%
|
(1)
|
Reflects 6,840,000 of founder shares held by the Sponsor and 60,000 founder shares held by independent directors that will
convert into New Grindr Common Stock.
|
(2)
|
Excludes 18,560,000 of private placement warrants as the warrants are not expected to be in the money at Closing. Excludes
1,680,000 of private placement warrants available to be issued in the event the $1.7 million related party note disclosed in Tiga’s historical financial statements is converted to warrants upon Closing. The loan is expected to be repaid
in cash in connection with the Closing as the conversion price is approximately 150% higher than the value of the warrants as of June 30, 2022.
|
(3)
|
Excludes 13,800,000 public warrants as the warrants are not expected to be in the money at Closing.
|
(4)
|
Reflects the sale and issuance of 10,000,000 shares of New Grindr Common Stock to certain investors through the A&R
Forward Purchase Agreement at $10.00 per share and excludes the additional 5,000,000 redeemable warrants that will be issued in connection with the 10,000,000 shares of New Grindr Common Stock. We expect that prior to Closing, the
Sponsor will assign its obligations under the Backstop Commitment and the Forward Purchase Commitment to San Vicente Parent LLC and Tiga will sell and issue 10,000,000 shares of New
|
(5)
|
Excludes 3,947,439, 3,947,439, and 4,017,166 shares of New Grindr Common Stock to be issued to the former Grindr unitholders
for their historical option awards which will be converted at the same Exchange Ratio. Such additional shares would further increase the common stock ownership percentage of the Grindr unitholders and would dilute the share ownership of
all other New Grindr shareholders in the no redemptions, 50% redemptions, and maximum redemptions scenarios, respectively. In the no redemptions, 50% redemptions and maximum redemptions scenarios, respectively, the former Grindr
unitholders figures include 6,514,692, 6,514,692 and 6,511,512 shares of New Grindr Common Stock associated with the Series P share based compensation units described in “Beneficial Ownership of
Securities”.
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(6)
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Reflects distributions to former Grindr unitholders of $287.8 million, $287.8 million and $259.5 million in the no redemptions,
50% redemptions and maximum redemptions scenarios, respectively. Of that amount, $155.0 million is to be used to extinguish the remaining Deferred Payment as defined in “Unaudited Pro Forma Combined
Financial Information” These distributions in all of the redemption scenarios include $4.5 million of unpaid distribution accrued for on the Grindr historical balance sheet. These distributions combined with the $78.8 million
June 2022 distribution paid as disclosed in Note 9 of Grindr’s historical unaudited financial statements make up the total distribution as referenced in the Merger Agreement of $366.6 million, $366.6 million, and $338.3 million dividend
in the no redemptions, 50% redemptions and maximum redemptions scenarios, respectively.
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(7)
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Assumes redemptions of 13,800,000 Tiga Class A ordinary shares at approximately $10.40 per share in connection with the Business
Combination.
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(8)
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Assumes maximum redemptions of 27,600,000 Tiga Class A ordinary shares at approximately $10.40 per share in connection with the
Business Combination.
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•
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your proportionate ownership interest will decrease;
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the relative voting strength of each previously outstanding Tiga ordinary share will be diminished; or
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the market price of our shares may decline.
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its employees may experience uncertainty about their future roles, which might adversely affect;
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clients, members, providers, business partners and other parties with which Grindr maintains business relationships may
experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with Grindr or fail to extend an existing relationship or subscription with Grindr; and
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Grindr has expended and will continue to expend significant costs, fees and expenses for professional services and transaction
costs in connection with the proposed Business Combination.
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changes in the valuation of our deferred tax assets and liabilities;
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expected timing and amount of the release of any tax valuation allowances;
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tax effects of stock-based compensation;
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costs related to intercompany restructurings;
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changes in tax laws, regulations or interpretations thereof; or
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lower than anticipated future earnings in jurisdictions where New Grindr has lower statutory tax rates and higher than
anticipated future earnings in jurisdictions where New Grindr has higher statutory tax rates.
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you may not be able to liquidate your investment in shares of New Grindr Common Stock;
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you may not be able to resell your New Grindr Common Stock at or above the price attributed to them in the Business
Combination;
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the market price of shares of New Grindr Common Stock may experience significant price volatility; and
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there may be less efficiency in carrying out your purchase and sale orders.
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actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived
to be similar to ours;
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changes in the market’s expectations about our operating results;
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the public’s reaction to our press releases, other public announcements and filings with the SEC;
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speculation in the press or investment community;
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actual or anticipated developments in New Grindr’s business, competitors’ businesses or the competitive landscape generally;
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the operating results failing to meet the expectation of securities analysts or investors in a particular period;
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changes in financial estimates and recommendations by securities analysts concerning us or the market in general;
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operating and stock price performance of other companies that investors deem comparable to ours;
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changes in laws and regulations affecting New Grindr’s business;
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commencement of, or involvement in, litigation involving New Grindr;
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changes in New Grindr’s capital structure, such as future issuances of securities or the incurrence of additional debt;
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the volume of New Grindr Common Stock available for public sale;
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any major change in the New Grindr Board or management;
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sales of substantial amounts of New Grindr Common Stock by our directors, officers or significant shareholders or the
perception that such sales could occur;
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general economic and political conditions such as recessions, interest rates, “trade wars,” pandemics (such as COVID-19) and
acts of war or terrorism; and
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other risk factors listed under “Risk Factors.”
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Tiga may experience negative reactions from the financial markets, including negative impacts on its share price (including to
the extent that the current market price reflects a market assumption that the Business Combination will be completed);
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Tiga will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination,
whether or not the Business Combination is completed; and
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since the Merger Agreement restricts the conduct of Tiga’s businesses prior to completion of the Business Combination, Tiga
may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available (see the section
entitled “The Merger Agreement—Covenants and Agreements” beginning on page 136 of this proxy statement/prospectus for a description of the
restrictive covenants applicable to Tiga).
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the ability of the New Grindr Board to issue shares of preferred stock, including “blank check” preferred stock and to
determine the price and other terms of those shares, including preferences and voting rights, without shareholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
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the New Grindr Proposed Certificate of Incorporation will prohibit cumulative voting in the election of directors, which limits
the ability of minority shareholders to elect director candidates;
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the limitation of the liability of, and the indemnification of, New Grindr’s directors and officers;
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the ability of the New Grindr Board to amend the bylaws, which may allow the New Grindr Board to take additional actions to
prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt;
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advance notice procedures with which shareholders must comply to nominate candidates to the New Grindr Board or to propose
matters to be acted upon at a shareholders’ meeting, which could preclude shareholders from bringing matters before annual or extraordinary general meetings of shareholders and delay changes in the New Grindr Board and also may discourage
or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of New Grindr;
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providing that the New Grindr Board is expressly authorized to make, alter or repeal the Proposed Bylaws;
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the removal of the directors of the New Grindr Board by its shareholders with or without cause;
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the ability of the New Grindr Board to fill a vacancy created by the expansion of the board of directors or the resignation,
death, or removal of a director in certain circumstances;
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the Proposed Certificate of Incorporation will prohibit, subject to the rights of the holders of shares of preferred stock
permitting the holders of such series of preferred stock to call a special general meeting of the holders of such series the New Grindr shareholders to call a special general meeting of the shareholders;
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the Proposed Certificate of Incorporation will prohibit, subject to the rights of the holders of shares of preferred stock to
act by written consent, any shareholders from taking any action by written consent;
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that certain provisions may be amended only by the affirmative vote of holders of at least 66 2/3% of the shares of the
outstanding capital stock entitled to vote generally in the election of New Grindr directors; and
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pursuant to the business combination provisions in the Certificate of Incorporation, New Grindr will be prevented, under
certain circumstances, from engaging in a “business combination” with (i) a shareholder who owns 15% or more of New Grindr’s outstanding voting stock (otherwise known as an “interested shareholder”), (ii) an affiliate of an interested
shareholder or (iii) an associate of an interested shareholder, in each case, for three years following the date that such shareholder became an interested shareholder (in each case, subject to certain exceptions).
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a limited availability of market quotations for New Grindr securities;
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reduced liquidity for New Grindr’s securities;
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a determination that New Grindr Common Stock is a “penny stock” which will require brokers trading New Grindr Common Stock to
adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for New Grindr 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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changes in the industry in which New Grindr operates;
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the success of competitive services or technologies;
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developments involving New Grindr’s competitors;
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regulatory or legal developments in the United States and other countries;
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developments or disputes concerning our intellectual property or other proprietary rights;
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the recruitment or departure of key personnel;
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actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities
analysts;
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variations in our financial results or those of companies that are perceived to be similar to us;
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general economic, industry and market conditions, such as the effects of the COVID-19 pandemic, recissions, interest rates,
inflation, international currency fluctuations, political instability and acts of war or terrorism; and
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the other factors described in this “Risk Factors” section.
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a proposal to approve by ordinary resolution and adopt the Merger Agreement. The Merger Agreement provides for, among other
things, the merger of Merger Sub I with and into Grindr, with Grindr surviving the First Merger as a wholly owned subsidiary of Tiga, and as promptly as practicable and as part of the same overall transaction as the First Merger, the
merger of such Surviving Company with and into Merger Sub II, with Merger Sub II being the surviving entity of the Second Merger, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described
elsewhere in this proxy statement/prospectus. Please see the section entitled “Proposal No. 1—The Business Combination Proposal”;
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a proposal to approve by special resolution, the change of Tiga’s jurisdiction of incorporation by deregistering as an exempted
company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. Please see the section entitled “Proposal No. 2—The Domestication
Proposal”;
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a proposal to approve by special resolution and adopt the proposed new certificate of incorporation and the proposed new bylaws
of Tiga Acquisition Corp., a corporation incorporated in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the DGCL, and
the change of name of the Company from Tiga Acquisition Corp. to Grindr Inc. in connection with the Business Combination. Please see the section entitled “Proposal No. 3—The Organizational Documents
Proposal”;
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a non-binding advisory basis by ordinary resolution, certain material differences between Tiga’s amended and restated
memorandum and articles of association and the Proposed Certificate of Incorporation and Proposed Bylaws, presented separately in accordance with the United States Securities and Exchange Commission requirements. Please see the section
entitled “Proposal No. 4—The Governance Proposal”;
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a proposal to approve by ordinary resolution of the holders of Tiga Class B ordinary shares the election of nine (9) directors
who, upon consummation of the Business Combination, will be the directors of the New Grindr Board. Each director shall be nominated for a one (1) year term to be elected at the subsequent annual meeting of shareholders following the
effectiveness of the Proposed Certificate of Incorporation. At each succeeding annual meeting of the shareholders of New Grindr, beginning with the first annual meeting of the shareholders of New Grindr following the effectiveness of the
Proposed Certificate of Incorporation, each of the successors elected to replace the directors whose term expires at that annual meeting shall be elected for a one-year term or until the election and qualification of their respective
successors in office, subject to their earlier death, resignation or removal. Please see the section entitled “Proposal No. 5—The Director Election Proposal”;
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a proposal to approve by ordinary resolution, for the purposes of complying with the application provisions of Section 312.03
of the NYSE Listed Company Manual, the issuance of New Grindr Common Stock to Grindr’s members pursuant to the Merger Agreement. Please see the section entitled “Proposal No. 6—The Stock Issuance Proposal”;
and
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a proposal by ordinary resolution to adjourn the extraordinary general meeting to a later date or dates, if necessary, to
permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the extraordinary general meeting. Please see the section
entitled “Proposal No. 7—The Adjournment Proposal.”
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Business Combination Proposal: The approval of the Business
Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who
vote at the extraordinary general meeting.
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Domestication Proposal: The approval of the Domestication Proposal
requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and
who vote at the extraordinary general meeting.
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Organization Documents Proposal: The approval of the Organizational
Documents Proposal requires a special resolution under the Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares represented in person, virtually or by proxy and entitled
to vote thereon and who vote at the extraordinary general meeting.
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Governance Proposal: The Governance Proposal is constituted of
non-binding advisory proposals, and requires an ordinary resolution under the Cayman Islands law, being the affirmative vote of holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote
thereon and who vote at the extraordinary general meeting.
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Director Election Proposal: The approval of the Director Election
Proposal requires an ordinary resolution of the holders of Tiga Class B ordinary shares under Cayman Islands law, being the affirmative vote of holders of a majority of the Tiga Class B ordinary shares represented in person, virtually or
by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
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Stock Issuance Proposal: The approval of the Stock Issuance
Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the
extraordinary general meeting.
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Adjournment Proposal: The approval of the Adjournment Proposal
requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the
extraordinary general meeting.
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You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy
card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted
“FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the
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You can attend the extraordinary general meeting in person or via the virtual meeting platform and vote during the meeting
by following the instructions on your proxy card. You can access the extraordinary general meeting by visiting the website https://www.virtualshareholdermeeting.com/TINV2022SM. You will need your control number for access. If you do not
have a control number, please contact Continental Stock Transfer & Trust Company. Instructions on how to attend and participate at the extraordinary general meeting are available at .
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you may send another proxy card with a later date;
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you may notify Tiga’s Secretary in writing before the extraordinary general meeting that you have revoked your proxy; or
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you may attend the extraordinary general meeting, revoke your proxy, and vote at the extraordinary general meeting, as
indicated above.
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(a)
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any change in applicable laws or GAAP or any interpretation thereof following the date of the Merger Agreement;
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(b)
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any change in interest rates or economic, political, business or financial market conditions generally;
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(c)
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the taking of any action required by the Merger Agreement;
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(d)
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any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar
occurrences), pandemic (including, for the avoidance of doubt, COVID-19) or change in climate (including any effect directly resulting from, directly arising from or otherwise directly related to such natural disaster, pandemic, or change
in climate);
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(e)
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any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or
international political conditions;
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(f)
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any failure of Grindr to meet any projections or forecasts (provided that this clause will not prevent any Event not otherwise
excluded from this definition of Grindr Material Adverse Effect underlying such failure to meet projections or forecasts from being taken into account in determining if a Grindr Material Adverse Effect has occurred or would reasonably be
expected to occur);
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(g)
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any Events generally applicable to the industries or markets in which Grindr and its subsidiaries operate;
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(h)
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the announcement of the Merger Agreement and consummation of the transactions contemplated thereby, including any termination
of, reduction in the scope of, or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on relationships, contractual or otherwise, with any landlords, customers, suppliers,
distributors, partners or employees of Grindr and its subsidiaries (it being understood that this clause will be disregarded for purposes of the representation and warranties in Section 4.4 of the Merger Agreement and the corresponding
condition to Closing); or
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(i)
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any action taken by, or at the written request of, Tiga or Merger Sub I.
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change or amend the governing documents of Grindr or any of its subsidiaries or form or cause to be formed any new subsidiary
of Grindr;
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other than a distribution in an amount no greater than the Permitted Distribution Amount (as defined in the Merger Agreement),
make, declare, set aside, establish a record date for or pay any dividend or distribution to the members of Grindr or make any other distributions in respect of any of the Grindr Units or equity interests;
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split, combine, reclassify, recapitalize or otherwise amend any terms of any shares or series of Grindr’s or any of its
subsidiaries’ capital stock or equity interests, except for any such transaction by a wholly owned subsidiary of Grindr that remains a wholly owned subsidiary of Grindr after consummation of such transaction;
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purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital
stock, membership interests or other equity interests of Grindr or its subsidiaries, except for (i) the acquisition by Grindr or any of its subsidiaries of any shares of capital stock, membership interests or other equity interests (other
than Grindr Options) of Grindr or its subsidiaries in connection with the forfeiture or cancellation of such interests and (ii) transactions between Grindr and any wholly-owned subsidiary of Grindr or between wholly owned subsidiaries of
Grindr;
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except in the ordinary course of business consistent with past practice (i) enter into, modify in any material respect or
terminate (other than expiration in accordance with its terms) any material contracts or any real property lease or (ii) waive, delay the exercise of, release or assign any material rights or claims under any material contract or any real
property lease;
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sell, assign, transfer, convey, lease, license, abandon, allow to lapse or expire, subject to or grant any lien on or otherwise
dispose of any material assets or properties of Grindr or its subsidiaries, except for (i) dispositions of obsolete or worthless equipment and (ii) transactions among Grindr and its wholly owned subsidiaries or among its wholly owned
subsidiaries;
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acquire any ownership interest in any real property;
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except as required by an existing benefit plan (i) grant any change in control or similar pay (including any cash or equity or
equity-based incentive) (ii) grant any new cash retention payment, except in connection with the (x) hiring of any employee of the Company or its Subsidiaries or (y) promotion of any employee of the Company or its Subsidiaries below the
level of Vice President, in each case, in the ordinary course of business consistent with past practice (which amount will not exceed $500,000 in the aggregate), (iii) grant any severance, termination or similar pay, except in connection
with the promotion, hiring or termination of employment of any employee of Grindr or its subsidiaries in the ordinary course of business consistent with past practice, (iv) make any change in the key management structure of Grindr or any
of Grindr’s subsidiaries, including (x) the hiring of additional employees with annual compensation in excess of $300,000 or additional officers or (y) the termination of existing employees with annual compensation in excess of $300,000
or existing officers, other than terminations for cause or due to death or disability, (v) terminate, adopt, enter into or amend any benefit plan other than with respect to welfare benefit plans in the ordinary course of business
consistent with past practice, (vi) increase the annual base salary or bonus opportunity of any employee, officer, director or other individual service provider with annual compensation in excess of $300,000, (vii) establish any trust or
take any other action to secure the payment
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directly or indirectly acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all or
a material portion of the assets or equity interests of, any corporation, partnership, association, joint venture or other business organization or division thereof;
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(i) make or change any material election in respect of material taxes, (ii) materially amend, modify or otherwise change any
filed income or other material tax return, (iii) adopt or request permission of any taxing authority to change any accounting method in respect of material taxes, (iv) enter into any closing agreement in respect of taxes or enter into any
tax sharing or similar agreement (other than customary commercial contracts entered in the ordinary course of business, the principal subject of which is not taxes), (v) settle any claim or assessment in respect of taxes, (vi) knowingly
surrender or allow to expire any right to claim a refund of material taxes, (vii) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material taxes (other than in connection
with a customary extension of the due date for filing a tax return obtained in the ordinary course of business), (viii) request a ruling or similar guidance from any governmental authority with respect to any tax matter, or (ix) file any
income or other material tax return in a manner inconsistent with past practice;
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enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers,
directors, managers, employees, partners, members or other affiliates, subject to limited exceptions;
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implement employee layoffs, plant closing, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work
schedule changes or other such actions that could reasonably be expected to require advance notice under the WARN Act;
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take or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the
First Merger, taken together with the Second Merger, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended and the Treasury Regulations;
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issue any additional Grindr Units or securities exercisable for or convertible into Grindr Units (including any Grindr Option),
other than (i) the issuance of Grindr Options in the ordinary course of business or (ii) the issuance of Grindr Units upon the exercise or settlement of Grindr Options, in each case, to the extent required pursuant to the terms of the
applicable award agreement in effect as of the date of the Merger Agreement;
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adopt a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring,
recapitalization or other reorganization of Grindr or its subsidiaries (other than the Mergers);
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(i) cancel or compromise any claim or indebtedness owed to Grindr or any of its subsidiaries or (ii) waive, release, settle,
compromise or otherwise resolve any action, litigation or other proceedings, except where such waivers, releases, settlements or compromises only the payment of monetary damages in an amount less than $250,000 in the aggregate;
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sell, assign, lease, license, sublicense, covenant not to assert, encumber, cancel, dispose of, abandon, fail to maintain,
permit to lapse or expire, convey, or otherwise transfer (or agree to do any of the foregoing with respect to), directly or indirectly, any material Grindr intellectual property, except for (i) the expiration of Grindr’s registered
intellectual property in accordance with the applicable statutory term (without the possibility of any further extension or renewal) or (ii) non-exclusive, non-source code licenses granted in the ordinary course of business consistent
with past practice;
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disclose or agree to disclose to any person (other than Tiga or any of its representatives) any trade secret or any other
material confidential or proprietary information, know-how or process of Grindr or any of its subsidiaries, in each case, other than in the ordinary course of business consistent with past practice and pursuant to customary contractual
obligations to maintain the confidentiality thereof;
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make or commit to make capital expenditures other than in an amount not in excess of the amount disclosed in Grindr’s
disclosure letter, in the aggregate;
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enter into or extend any collective bargaining agreement or similar labor agreement, or recognize or certify any labor union,
labor organization, or group of employees of Grindr or its subsidiaries as the bargaining representative for any employees of Grindr or its subsidiaries;
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terminate without replacement or fail to use reasonable efforts to maintain any license that is material to the conduct of the
business of Grindr and its subsidiaries, taken as a whole;
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waive the restrictive covenant obligations of any current employee of Grindr or any of Grindr’s subsidiaries;
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(i) limit the right of Grindr or any of its subsidiaries to engage in any line of business or in any geographic area, to
develop, market or sell products or services, or to compete with any person or (ii) grant any exclusive or similar rights to any person, in each case, except where such limitation or grant does not, and would not be reasonably likely to,
individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation of the businesses of Grindr and its subsidiaries, taken as a whole;
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terminate without replacement or amend in a manner materially detrimental to Grindr and its subsidiaries, taken as a whole, any
insurance policy insuring the business of Grindr or any of its subsidiaries;
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incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness, issue or sell
any debt securities or any rights to acquire debt securities of Grindr or any of its subsidiaries, or enter into any arrangement having the economic effect of any of the foregoing;
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incur any liens other than specified permitted liens;
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make any loans or advance any money or other property to any person, except for (i) prepayments and deposits paid to suppliers
of Grindr or any of its subsidiaries in the ordinary course of business or (ii) trade credit extended to customers of Grindr or any of its subsidiaries in the ordinary course of business;
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enter into a material new line of business;
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make any change in its customary accounting principles or methods of accounting materially affecting the reported consolidated
assets, liabilities or results of operations of Grindr or any of its subsidiaries, other than as may be required by applicable law, GAAP or regulatory guidelines;
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enter into, modify or supplement in any material respect, waive any material rights under or terminate any contract that is (or
would be if entered into prior to the date of the Merger Agreement) a material contract, other than in the ordinary course of business or as required by law; or
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enter into any agreement or otherwise become obligated to take any of the above actions prohibited under the Merger Agreement.
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seek any approval from Tiga’s shareholders to change, modify or amend the Trust Agreement or the governing documents of Tiga or
Merger Sub I, except as otherwise contemplated by the proposals set forth in this proxy statement/prospectus;
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(i) make or declare any dividend or distribution to the shareholders of Tiga or make any other distributions in respect of any
of Tiga’s equity interests or Merger Sub I’s capital stock, share capital or equity interests, (ii) split, combine, reclassify or otherwise amend any terms of any shares or series of Tiga’s equity interests, Merger Sub I’s capital stock
or (iii) purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, share capital or membership interests, warrants or other equity interests of Tiga or Merger Sub I
other than a redemption of Tiga Class A ordinary shares effected in connection with the Mergers;
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take certain actions with respect to tax related matters, including, among others, make or change any material election in
respect of material taxes, amend, modify or otherwise change any filed income or other material tax return and related activities or enter into any closing agreement, tax sharing or similar agreement in respect of taxes;
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take or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent either
the First Merger, taken together with the Second Merger, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended and the Treasury Regulations thereunder;
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enter into, renew or amend in any material respect, any transaction or contract with an affiliate of Tiga or Merger Sub I
(including, for the avoidance of doubt, (i) the Sponsor and (ii) any person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater);
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incur or assume any indebtedness or guarantee any indebtedness of another person, issue or sell any debt securities or warrants
or other rights to acquire any debt securities of Grindr or any of its subsidiaries or guaranty any debt security of another person, other than (i) any indebtedness for borrowed money or guarantee from its affiliates and members or
shareholders in order to meet its reasonable administrative costs and expenses and other capital requirements (including the costs and expenses necessary for any PIPE Investment, investment made under the Backstop Commitment and the
Forward Purchase Commitment), with any such loans to be made only as reasonably required by the operation of Tiga in due course on a non-interest basis and otherwise on arm’s-length terms and conditions and repayable at the Closing,
(ii) any Indebtedness in respect of any working capital loan in an aggregate amount not to exceed $950,000 (in addition to the $1,250,000 outstanding under working capital loans as of the date of the Merger Agreement), or (iii) incurred
between Tiga and Merger Sub I;
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(i) issue any securities of Tiga or securities exercisable for or convertible into securities of Tiga, other than (x) the
issuance of the shares of New Grindr Common Stock comprising the Aggregate Merger Stock Consideration, (y) the issuance of New Grindr Warrants comprising the Aggregate Merger Warrant Consideration, (z) the issuance of Tiga private
placement warrants to the Sponsor in connection with the extension of the time period for Tiga to consummate a business combination, or (aa) as contemplated by the Merger Agreement (including but not limited to pursuant to the Backstop
Commitment, the Forward Purchase Commitment or a PIPE Investment), (ii) grant any options, warrants or other equity-based awards with respect to securities of Tiga, not outstanding on the date of the Merger Agreement, other than the
issuance of Tiga private placement warrants to the Sponsor for the purpose of extending the period of time to consummate a business combination, or (iii) modify or waive any of the material terms or rights set forth in any Tiga warrant
or the Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein;
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hire any employees or engage any independent contractors, advisors or consultants, in each case, with annual compensation in
excess of $200,000; or
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or enter into any agreement to do any of the above actions prohibited under the Merger Agreement.
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prior to the Closing Date, obtain approval for and adopt an incentive equity plan and an employee stock purchase plan, in each
case, in a form to be mutually agreed by Tiga and Grindr;
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as soon as reasonably practicable following the expiration of the sixty-day period after Tiga has filed current Form 10
information with the SEC, file an effective registration statement on Form S-8 (or other
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take certain actions so that the Available Closing Tiga Cash will be released from the trust account and so that the trust
account will terminate thereafter, in each case, pursuant to the terms and subject to the terms and conditions of the Trust Agreement;
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during the Interim Period, use reasonable best efforts to cause Tiga to remain listed as a public company on NYSE and obtain
approval for the listing of the shares of New Grindr Common Stock issuable in the First Merger and the Domestication;
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cause the Sponsor to extend the deadline by which it must complete its business combination to November 27, 2022, consistent
with its governing documents;
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use its reasonable best efforts to ensure that the board of directors of New Grindr shall consist of the individuals listed on
Tiga’s disclosure letter and the additional individuals agreed between Tiga and Grindr pursuant to the parameters set forth on Tiga’s disclosure letter;
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subject to the terms of Tiga’s governing documents, take all such action within its power as may be necessary or appropriate
such that immediately following the Effective Time, the board of directors of New Grindr shall have a majority of “independent” directors for the purposes of the NYSE, each of whom shall serve in such capacity in accordance with the terms
of the governing documents of New Grindr following the Effective Time; and the initial officers of Tiga will be as set forth in Tiga’s disclosure letter, each of whom will serve in such capacity in accordance with the terms of the
governing documents of New Grindr following the Effective Time;
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subject to approval of Tiga’s shareholders, cause the Domestication to become effective prior to the Effective Time (see “Domestication Proposal”);
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after the Effective Time, indemnify and hold harmless each present and former director, manager and officer of Grindr and Tiga
and each of their respective subsidiaries against any costs, expenses, damages or liabilities incurred in connection with any action, to the fullest extent that would have been permitted under applicable law and the applicable governing
documents to indemnify such person;
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maintain, and cause its subsidiaries to maintain for a period of not less than six years from the Effective Time (i) provisions
in its governing documents and those of its subsidiaries concerning the indemnification and exoneration of its subsidiaries and their subsidiaries’ former and current officers, directors and employees and agents, no less favorable than as
contemplated by the applicable governing documents of Grindr immediately prior to the Effective Time and (ii) a directors’/managers’ and officers’ liability insurance policy covering those persons who are currently covered by Tiga’s,
Grindr’s or their respective subsidiaries’ directors’/managers’ and officers’ liability insurance policies on terms no less favorable than the terms of such current insurance coverage, except that in no event will Tiga be required to pay
an annual premium for such insurance in excess of 300% of the aggregate annual premium payable by Tiga or Grindr, as applicable, for such insurance policy for the year ended December 31, 2021;
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on the Closing Date, enter into customary indemnification agreements reasonably satisfactory to each of Grindr and Tiga with
the post-Closing directors and officers of New Grindr, which indemnification agreements will continue to be effective following the Closing;
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during the Interim period, use its reasonable best efforts to keep current and timely file all reports required to be filed or
furnished with the SEC;
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except as otherwise approved by Grindr (which approval shall not be unreasonably withheld, conditioned or delayed) or as would
not increase conditionally or impose any new obligation on Grindr or Tiga, not agree to reduce the Backstop Subscription Amount (but only in the case where the Non-FPS Amount is less than $50,000,000 immediately prior to the Closing but
following the Domestication) or the Forward Purchase Commitment Amount or reduce or impair the rights of Tiga or any third-party beneficiary rights of Grindr under the A&R Forward Purchase Agreement, not permit any material amendment
or modification to be made to, any material waiver (in whole or in part) of, or provide consent to modify
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use its reasonable best efforts to take, or to cause to be taken, all actions required, necessary or that it deems to be proper
or advisable to consummate the transaction contemplated by the A&R Forward Purchase Agreement on the terms described therein, including using its reasonable best efforts to enforce its rights under the A&R Forward Purchase
Agreement to cause the Forward Purchase Investors to pay to (or as directed by) Tiga the applicable purchase price under the A&R Forward Purchase Agreement in accordance with its terms; and
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prior to the Closing Date, promptly notify and keep Grindr reasonably informed of the status of any litigation brought or, to
Tiga’s knowledge, threatened in writing against Tiga or its board of directors by any of Tiga’s shareholders in connection with the Merger Agreement, any Ancillary Agreement or the transactions contemplated therein, and will provide
Grindr with the opportunity to participate in the defense of such litigation and will not settle or any such litigation without the prior written consent of Grindr (such consent not to be unreasonably withheld, conditioned or delayed).
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subject to confidentiality obligations that may be applicable to information furnished to Grindr or any of its subsidiaries by
third parties and except for any information that is subject to attorney-client privilege, and to the extent permitted by applicable law, afford Tiga and its accountants, counsel and other representatives reasonable access during the
Interim Period to (i) their properties, books, contracts, commitments, tax returns, records and (promptly following the execution of a consent in form and substance reasonably acceptable to such auditors or independent accountants)
accounts and work papers of Grindr and its subsidiaries’ independent accountants and auditors and (ii) appropriate officers and employees and furnish such representatives will all financial and operating data and other information
concerning the business and affairs of Grindr and its subsidiaries that are in the possession of Grindr or its subsidiaries as such representatives may reasonably request;
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provide to Tiga and, if applicable, its accountants, counsel or other representatives, (i) such information and such other
materials and resources relating to any action initiated, pending or threatened during the Interim Period, or to the compliance and risk management operations and activities of Grindr and its subsidiaries during the Interim Period, in
each case, as Tiga or such representative may reasonably request, (ii) prompt written notice of any material status updates in connection with any such actions or otherwise relating to any compliance and risk management matters or
decisions of Grindr or its subsidiaries, and (iii) copies of any communications sent or received by Grindr or its subsidiaries in connection with such actions, matters and decisions;
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act in good faith to deliver to Tiga, as soon as reasonably practicable following the date of the Merger Agreement, (i) the
audited financial statements (together with the auditor’s reports thereon) of Grindr and its subsidiaries as of and for the year ended December 31, 2021, (ii) as soon as reasonably practicable following May 14, 2022, unaudited financial
statements of Grindr and its subsidiaries as of and for the three-month period ended March 31, 2022 and (iii) if the Effective Time has not occurred prior to August 12, 2022, unaudited financial statements of Grindr and its subsidiaries
as of and for the three-month period ended June 30, 2022; and
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at or prior to Closing, terminate and settle all Affiliate Agreements (as defined in the Merger Agreement) set forth in the
applicable section of Grindr’s disclosure letter without further liability to Tiga, Grindr or any of its subsidiaries and deliver to Tiga evidence of such termination of settlement.
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Each of Tiga and Grindr will (and, to the extent required, will cause its affiliates to) (i) comply promptly but in no event
later than ten (10) business days after the date hereof with the notification and reporting
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Tiga and Grindr shall, if and as required or otherwise deemed advisable after good faith discussions, seek and achieve approval
of the Committee on Foreign Investment in the United States, including each member agency acting in such capacity (“CFIUS”), including by: (i) using their respective reasonable best efforts to
obtain CFIUS approval as promptly as practicable after the date of the Merger Agreement; (ii) taking or causing to be taken the following actions as promptly as practicable following the date of this Agreement, (A) providing all necessary
information needed for a notice to CFIUS (a “CFIUS Notice”), (B) submitting a CFIUS Notice to CFIUS (in whichever form Grindr and Tiga agree), and (C) providing any information requested by CFIUS
or any other U.S. governmental entity in connection with the CFIUS review or investigation of the Mergers, within the time periods specified or otherwise provided by CFIUS; and (iii) in connection with the efforts to obtain CFIUS
Approval, (A) cooperating in all respects and reasonably consulting and coordinating with each other in connection with the CFIUS Notice; (B) promptly informing the other parties of any material communication received from, or given to,
CFIUS; and (C) to the extent permitted by CFIUS, permitting the other parties to review in advance any communication with, and consulting with each other in advance of any meeting, substantive telephone call or conference with, CFIUS, and
giving any other party a reasonable opportunity to attend and participate in any meetings, substantive telephone calls or conferences with CFIUS, in each of clauses (A), (B) and (C) immediately above, subject to confidentiality
considerations contemplated by Section 721 of the Defense of Production Act of 1950, as amended or as may be required by CFIUS.
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Tiga and Grindr will jointly prepare and Tiga will file with the SEC this proxy statement/prospectus, as mutually agreed upon
by Tiga and Grindr in connection with the registration under the Securities Act of (i) the shares of New Grindr Common Stock and New Grindr Warrants to be issued in connection with the Domestication and (ii) the shares of New Grindr
Common Stock to be issued in the First Merger.
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Each of Tiga and Grindr will use its reasonable best efforts to (i) cause this proxy statement/prospectus to comply with the
rules and regulations promulgated by the SEC and (ii) to have this proxy statement/prospectus declared effective under the Securities Act as promptly as practicable after such filing and to keep this proxy statement/prospectus effective
as long as is necessary to consummate the transactions contemplated by the Merger Agreement and otherwise ensure that the information contained therein contains no untrue statement of material fact or material omission.
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Tiga will, as promptly as practicable after this proxy statement/prospectus is declared effective under the Securities Act,
(i) disseminate this proxy statement/prospectus to shareholders of Tiga, (ii) give notice, convene and hold a meeting of the shareholders to vote on the proposals set forth in this proxy statement/prospectus, in each case in compliance
with applicable law, for a date no later than 30 business days following the date this proxy statement/prospectus is declared effective, (iii) solicit proxies from the holders of public shares of Tiga to vote in favor of each of the
proposals set forth in this proxy statement/prospectus and (iv) provide its shareholders (including the holders of Tiga Class A ordinary shares) with the opportunity to elect to effect a redemption.
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Grindr will use its reasonable best efforts to obtain pursuant to the written consent, in form and substance reasonably
acceptable to Tiga, the solicit and obtain the requisite unitholder approval in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Mergers, after the date on which this
proxy statement/prospectus becomes effective, but in any event within two (2) business days following the date that Tiga notifies Grindr of the effectiveness of the effectiveness of this proxy statement/prospectus.
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Tiga and Grindr will each, and will cause their respective subsidiaries to, use reasonable best efforts to obtain all material
consents and approvals of third parties that any of Tiga, Grindr, or their respective affiliates are required to obtain in order to consummate the Mergers.
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Each of Grindr and Tiga will, prior to the Closing, take all such steps as may be required (to the extent permitted under
applicable law) to cause any dispositions of shares of Grindr units or acquisitions of shares of New Grindr Common Stock (including, in each case, securities deliverable upon exercise, vesting or settlement of any derivative securities)
resulting from the transactions contemplated by the Merger Agreement by each individual who may become subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with the transactions contemplated thereby to
be exempt under Rule B-3 promulgated under the Exchange Act.
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Each of Grindr and Tiga will, and will cause their respective subsidiaries and its and their representatives to, prior to the
Closing, reasonably cooperate in a timely manner in connection with any financing arrangement the parties mutually agree to seek in connection with the transactions contemplated by the Merger Agreement.
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Tiga will use its reasonable best efforts to, and will instruct its financial advisors to, keep Grindr and its financial
advisors reasonably informed with respect to the Backstop Commitment and the Forward Purchase Commitment until the Closing Date.
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Each of Grindr and Tiga (i) will each not, and will each cause their respective affiliates and subsidiaries and their
representatives not to directly or indirectly, prior to the Closing, (a) encourage, solicit, initiate, facilitate or continue inquiries regarding proposals with respect to alternative transactions (which (x) in the case of Grindr,
consists of any inquiry, proposal or offer concerning a merger, consolidation, liquidation, recapitalization, share exchange or other transaction involving the sale, transfer, lease, exchange or other disposition of more than five percent
(5%) of the properties or assets or equity interests of the Grindr and its subsidiaries and (y) in the case of Tiga, consists of alternative business combinations); (b) enter into discussions or negotiations with, or provide any
information to, any person concerning a possible alternative transaction proposal; or (c) enter into any agreements or other instruments (whether or not binding) regarding an alternative transaction proposal, and (ii) will immediately
cease and cause to be terminated, and shall direct its affiliates and all of its and their representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any persons conducted with respect
to, or that could lead to, any alternative transaction proposal.
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If Tiga elects to seek a PIPE Investment, Tiga and Grindr shall, and shall cause their respective representatives to, cooperate
with each other and their respective representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Grindr’s senior management
participate in any investor meetings and roadshows as reasonably requested by Tiga); provided, Tiga may not enter into any agreement for a PIPE Investment without the express written consent of
Grindr. To the extent Grindr provides such written consent and Tiga enters into an agreement for a PIPE Investment, Tiga shall not agree to reduce the PIPE Investment amount or the subscription amount under the PIPE Investment agreement
or reduce or impair the rights of Tiga or any third-party rights of Grindr under the PIPE Investment agreement, and Tiga shall not permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent
to modify (including consent to terminate), any provision or remedy under, or any replacements of, the PIPE Investment agreement, in each case, unless approved in writing by Grindr (which approval shall not be unreasonably withheld,
conditioned or delayed).
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the approval of the proposals set forth in this proxy statement/prospectus by Tiga’s shareholders, will have been obtained;
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Grindr unitholder approval shall have been obtained;
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this proxy statement/prospectus will have become effective under the Securities Act and no stop order suspending the
effectiveness of this proxy statement/prospectus will have been issued and no proceedings for that purpose will have been initiated or threatened by the SEC and not withdrawn;
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the applicable waiting period or periods under the HSR Act (and any extensions thereof, including any agreement with any
governmental authority to delay consummation of the transactions contemplated by the Merger Agreement) applicable to the transactions contemplated by the Merger Agreement will have expired or been terminated, the parties shall have
received CFIUS approval, if and as required or otherwise deemed advisable by the parties after good faith discussions;
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there will not be in force any governmental order, statute, rule or regulation or other action restraining, enjoining or
otherwise prohibiting the consummation of the Mergers or otherwise making the consummation of the Mergers illegal or otherwise prohibited;
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Tiga will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange
Act) remaining after the share redemptions; and
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the shares of New Grindr Common Stock to be issued in connection with the First Merger will have been approved for listing on
the NYSE subject to official notice thereof.
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the Grindr Fundamental Representations since the date of the most recent balance sheet will be true and correct in all respects
as of the Closing Date, except with respect to such representations and warranties that are made as of an earlier date, which representations and warranties will be true and correct in all respects at and as of such date;
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each of the remaining representations and warranties of Grindr contained in the Merger Agreement (disregarding any
qualifications and exceptions contained therein relating to materiality, Grindr Material Adverse Effect or any similar qualification or exception) will be true and correct as of the Closing Date, except with respect to such
representations and warranties that are made as of an earlier date, which representations and warranties will be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that would not, individually or
in the aggregate, reasonably be expected to have a Grindr Material Adverse Effect;
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each of the covenants of Grindr to be performed as of or prior to the Closing will have been performed in all material respects
(subject to a 30-day cure period);
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no Grindr Material Adverse Effect shall have occurred between the date of the Merger Agreement and the Closing Date;
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all parties to each of the Ancillary Agreements (other than Tiga) shall have delivered, or caused to be delivered, to Tiga
copies of each of the Ancillary Agreements duly executed by all such parties, and each of the Ancillary Agreements shall be in full force and effect and shall not have been rescinded by any of the parties thereto (other than Tiga and
Merger Sub I); and
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other than those persons identified as continuing directors in the Grindr disclosure letter, all members of the board of
managers of Grindr and all executive officers of Grindr shall have executed written resignations effective as of the Effective Time.
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the Tiga Fundamental Representations will be true and correct in all respects as of the Closing Date, except with respect to
such representations and warranties that are made as of an earlier date, which representations and warranties will be true and correct in all respects at and as of such date;
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each of the representations and warranties of Tiga regarding absence of any changes, the authorized share capital of Tiga and
the exercisability of the Tiga Warrants will be true and correct other than de minimis inaccuracies as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which
representations and warranties will be true and correct other than de minimis inaccuracies at and as of such date, except for changes after the date of the Merger Agreement which are contemplated or expressly permitted by the Merger
Agreement or the Ancillary Agreements,
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each of the other representations and warranties of Tiga (disregarding any qualifications and exceptions contained therein
relating to materiality and material adverse effect or any similar qualification or exception) will be true and correct as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date,
which representations and warranties will be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to have a material adverse
effect; provided, that, the representations and warranties regarding absence of any changes shall be true and correct solely as of the date of the Merger Agreement;
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each of the covenants of Tiga to be performed as of or prior to the Closing will have been performed in all material respects
(subject to a 30-day cure period);
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the Domestication will have been completed as contemplated by the Merger Agreement and a time-stamped copy of the certificate
issued by the Delaware Secretary of State in relation thereto will have been delivered to Grindr (for additional information, see “Domestication Proposal”);
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excluding deferred underwriting fees and commissions and any fees and expenses incurred in connection with the negotiation,
preparation and execution of the Merger Agreement and the performance of the transactions contemplated thereby, the total outstanding liabilities of Tiga shall not exceed $2,700,000;
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the Minimum Cash Condition. For more information, see “Business Combination Proposal—Minimum
Cash Condition” above;
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the Backstop Commitment and the Forward Purchase Commitment shall have been consummated, where required;
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other than those persons identified as continuing directors on Grindr’s disclosure letter, all members of the Tiga Board and
all executive officers of Tiga shall have executed written resignations effective as of the Effective Time; and
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all parties to each of the Ancillary Agreements (other than Grindr) shall have delivered, or caused to be delivered, to Grindr
copies of each of the Ancillary Agreements duly executed by all such parties.
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by written agreement of Grindr and Tiga;
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by Grindr or Tiga if any governmental order has become final and nonappealable which has the effect of restraining, enjoining
or otherwise prohibiting the consummation of the Mergers, or if there shall be adopted any law or regulation making consummation of the Mergers illegal or otherwise preventing or prohibiting the Mergers;
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by Grindr or Tiga if Tiga shareholder approval will not have been obtained by reason of the failure to obtain the required vote
at a meeting of Tiga’s shareholders duly convened therefor or at any adjournment thereof;
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by Tiga if either (i) Grindr unitholder approval will not have been obtained or (ii) any part of the Deferred Amount shall not
have been paid in accordance with the Purchase Agreement;
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by Grindr, within five days if there has been a Modification in Recommendation of the Tiga Board with respect to any of the
proposals set forth in this proxy statement/prospectus;
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by written notice to Grindr from Tiga in the event of certain uncured breaches on the part of Grindr or if the Closing has not
occurred on or before 12:01 am Eastern Time on December 31, 2022 (the “Agreement End Date”), unless Tiga is in material breach of the Merger Agreement; or
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by written notice to Tiga from Grindr in the event of certain uncured breaches on the part of Tiga or Merger Sub I or if the
Closing has not occurred on or before the Agreement End Date, unless Grindr is in material breach of the Merger Agreement.
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be growth-oriented, market-leading companies;
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have a durable and/or defensible market position, with demonstrated competitive advantages to maintain barriers to entry;
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have recurring, predictable revenues and a history of, or the near-term potential to, generate stable and sustainable free cash
flow;
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have strong management teams with established track records of driving growth and profitability; and who would benefit from
Tiga management’s network and expertise, capital structure optimization, acquisition advice or operational and technological changes to drive improved financial performance;
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be fundamentally sound companies that may currently be underperforming their potential;
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exhibit unrecognized value or other characteristics, desirable returns on capital and a need for capital to achieve their
growth strategy, particularly where these attributes may have been misevaluated by the marketplace based on its analysis and due diligence review;
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offer an attractive risk-adjusted return for Tiga shareholders, potential upside from growth in the target business and an
improved capital structure, as weighed against any identified downside risk; and
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benefit from being publicly traded, be prepared to be a publicly traded company and could utilize access to broader capital
markets.
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developed an initial list of potential business combination candidates, which were primarily identified through Tiga’s and the
Sponsor’s respective knowledge and network;
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considered and conducted an analysis of over 20 potential target businesses (other than Grindr); and
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engaged in preliminary, high-level discussions of illustrative transaction structure to effect an initial business combination
with six of those target businesses.
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Reasonableness of Aggregate Merger Stock Consideration and Aggregate
Merger Warrant Consideration. Following a review of the financial data provided to Tiga, including certain unaudited prospective financial information, Tiga’s due diligence review of Grindr’s business, the Tiga
Board considered the aggregate consideration to be paid and determined that the aggregate consideration was reasonable in light of such data, financial information and current market conditions.
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Market leader and known brand. The Tiga Board assessed that Grindr is a market leader
in the social networking and online dating industry for gay, bi, trans, and queer people. It was one of the first geosocial apps for gay men when it launched in March 2009 and has since become a popular mobile app for the global LGBTQ+
community.
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Attractive growth profile. The Tiga Board considered the growing demand for Grindr’s
services, including incremental business opportunities, anticipated growth in revenue, geographic and partnership expansion and new category expansion.
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Attractive financial profile. The Tiga Board also considered factors such as Grindr’s
outlook, financial plan and debt structure, an asset light approach that can enable rapid scalability and an opportunity to leverage its existing infrastructure. Grindr’s strong growth and unit economics have made Grindr highly
profitable.
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Attractive valuation. The Tiga Board also considered the fact that the overall
valuation of Grindr implied in the Business Combination, and the consideration being paid to acquire Grindr, presented an attractive investment opportunity and represented a discount to selected publicly listed companies in the industry,
compared to many which Grindr has grown at a faster rate.
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Due Diligence. Tiga conducted a diligence review of Grindr and its business, including
review of relevant documentation and discussions with Grindr’s management and Grindr’s financial, legal and other advisors.
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Opinion of the Financial Advisor to the Special Committee. The Tiga Board
took into account the financial analysis reviewed by Duff & Phelps with the Special Committee on May 5, 2022 and Duff & Phelps’ written opinion addressed to the Special Committee dated May 9, 2022, as to the fairness, from a
financial point of view, to Tiga of the Aggregate Merger Consideration to be paid by Tiga in the Merger pursuant to the Merger Agreement, prior to giving effect to Merger Agreement Amendment No. 1.
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Other Alternatives. After a review of other business combination opportunities
reasonably available to Tiga, the Tiga Board believes that the proposed Business Combination represents the best potential business combination for Tiga and the most attractive opportunity for Tiga’s shareholders based upon the process
utilized to evaluate and assess other potential acquisition targets, and that such process has not presented a better alternative.
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Negotiated Transaction. The financial and other terms and conditions of the Merger
Agreement are reasonable and were the product of arm’s length negotiations between Tiga and Grindr.
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Board of Directors of the Post-Combination Company. The Tiga Board considered that the
initial board of directors of New Grindr would be comprised of Grindr’s chief executive officer at Closing as well as a majority of independent directors, all of whom will be members of the LGBTQ+ community.
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Role of Independent Directors. The Tiga Board is comprised of a majority of independent
directors who are not affiliated with the Sponsor and its affiliates. In connection with the Business Combination, Tiga’s independent directors took an active role in evaluation the proposed terms of the Mergers, including the Merger
Agreement and the related agreements. Tiga’s independent directors evaluated and unanimously approved, as members of the Tiga Board, the Merger Agreement and the related agreements and the transactions contemplated thereby.
|
•
|
Macroeconomic Risks. Macroeconomic uncertainty, including the potential impact of the
COVID-19 pandemic, and the effects they could have on New Grindr’s revenues.
|
•
|
Benefits May Not Be Achieved. The risk that the potential benefits of the Business
Combination may not be fully achieved or may not be achieved within the expected timeframe.
|
•
|
Growth Initiatives May Not be Achieved. The risk that the growth initiatives may not be
fully achieved or may not be achieved within the expected timeframe.
|
•
|
Geopolitical Risk. Grindr currently conducts business in over 200 countries around the
world, and customers or suppliers in such foreign jurisdictions may react negatively to the proposed Business Combination or other influences.
|
•
|
Regulatory Risks. The risks of changes in Grindr’s regulatory environment, including
data privacy and intellectual property regulations or laws.
|
•
|
Liquidation. The risks and costs to Tiga if the Business Combination is not completed,
including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in Tiga being unable to effect a Business Combination within the completion window and force Tiga to
liquidate.
|
•
|
Shareholder Vote. The risk that Tiga shareholders may fail to vote to approve the
Business Combination.
|
•
|
Redemption Risk. The potential that a significant number of Tiga shareholders elect to
redeem their public shares prior to the consummation of the Business Combination pursuant to Tiga’s Cayman Constitutional Documents, which would potentially make the Business Combination more difficult or impossible to complete.
|
•
|
Closing Conditions. The fact that completion of the Business Combination is conditioned
on the satisfaction of certain closing conditions that are not within Tiga’s control.
|
•
|
Listing Risks. The challenges associated with preparing Grindr, a private company, for
the applicable disclosure and listing requirements to which New Grindr will be subject as a publicly traded company on the NYSE.
|
•
|
Tiga Shareholders Holding a Minority Position in New Grindr. The risk that Tiga public
shareholders will hold a minority position in New Grindr (approximately 13.8%, assuming the no redemption scenario), which may reduce the influence that Tiga’s current shareholders have on the management of Tiga.
|
•
|
Litigation. The possibility of litigation challenging the Business Combination or that
an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.
|
•
|
Fees and Expenses. The fees and expenses associated with completing the Business
Combination.
|
•
|
Other Risks. Various other risks associated with the business of Grindr, as described
in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.
|
•
|
Interests of Certain Persons in the Business Combination. Some owners of the Sponsor, a
shareholder of Tiga, and certain directors of Tiga may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of Tiga shareholders (see section entitled “Interests of Certain Persons in the Business Combination”). Tiga’s independent directors and the Special Committee reviewed and considered these interests during the negotiation of the Business
Combination and in evaluating and unanimously approving, as members of the Tiga Board, the Merger Agreement and the Business Combination.
|
•
|
Revenue (Non-GAAP)
|
•
|
Direct Revenue and Indirect Revenue to increase in line with improved monetization strategies through the projection period,
including development of interactive value add features such as enhancements in user visibility from video and profile boosts, improvements in user conversion through in-app lifecycle marketing, and expansion of indirect partnership-ad
opportunities in verticals such as travel, pharmaceuticals, health and beauty;
|
•
|
Annual revenue growth of approximately 41%, 41%, 35% and 31%, in the years ending December 31, 2022, 2023, 2024 and 2025,
respectively, which is higher than or on par with recent growth rates of some of Grindr’s competitors, including Match and Bumble, as they have been monetizing at scale with annual growth rates between 25% and 30% in the years ended
December 31, 2020 and 2021;
|
○
|
Anticipate meeting or exceeding prior growth rates and those of Grindr’s competitors, through
the projection period, as it scales its user conversions and revenue per paid user to industry benchmarks.
|
•
|
Continued capture of Paying Users/MAUs
|
○
|
Number of Paying Users to increase in accordance with Grindr’s business strategy to further
scale up its user base in certain geographical regions, in particular, the United States, the UK, Europe, Latin America and Brazil, throughout the projected period;
|
○
|
MAUs to increase to approximately 12 million, 15 million, 18 million and 21 million for the years
ending December 31, 2022, 2023, 2024 and 2025, respectively;
|
○
|
Grindr to continue to improve its user experience and implement innovative and user-friendly features
to its products and services to attract new users and generate greater user activities; and
|
○
|
No material changes in Paying Users’ purchasing behaviors and preferences.
|
•
|
Expected increase in Average Total Revenue per User
|
○
|
Averaged Total Revenue per User expected to increase to approximately $1.4, $1.6, $1.8 and
$2.0 for the years ending December 31, 2022, 2023, 2024 and 2025, respectively, based on the factors above and assuming a steady recovery from COVID-19 and no material adverse impact from the 2022 monkeypox
outbreak, as well as no worse-than-expected economic conditions in 2022 and 2023.
|
•
|
Adjusted EBITDA
|
•
|
Grindr’s revenues and operating costs and expenses based on historical operating trends, with historical gross margins being
consistently in the 70-75% range;
|
○
|
Gross margins expected to increase through the projection period due to greater mix of high margin
products that Grindr will continue to implement;
|
•
|
Grindr’s historical Adjusted EBITDA Margin increased from 45% for the year ended December 31, 2020 to 53% for the year ended
December 31, 2021;
|
○
|
Adjusted EBITDA Margin to improve based on scalable business and maintenance and improvement
of current cost structure; and
|
○
|
Adjusted EBITDA Margin to be positively affected by continued investments and increases in headcounts
and other administrative and sales and marketing costs due to overall business expansion, through the projection period.
|
•
|
Other economic, regulatory, market and financial factors
|
•
|
Economic, market or regulatory factors may also impact the financial projections for Grindr, but they are difficult to
predict or quantify with certainty and we assumed, among other things, that, through the projection period, there will be:
|
○
|
No material changes in the market landscape in which Grindr operates;
|
○
|
No regulatory changes in relation to privacy and data protection that materially and
negatively impact Grindr’s operations; and
|
○
|
No material negative impact from the continued spread of COVID-19 and the 2022 monkeypox outbreak.
|
($ in millions)
|
| |
2022P
|
| |
2023P
|
| |
2024P
|
| |
2025P
|
Revenue (Non-GAAP)(1)
|
| |
$206
|
| |
$290
|
| |
$390
|
| |
$512
|
Adjusted EBITDA(2)
|
| |
$96
|
| |
$145
|
| |
$199
|
| |
$265
|
(1)
|
Non-GAAP Revenue reflects revenue adjusted for certain non-core revenue adjustments.
|
(2)
|
Adjusted EBITDA is defined as net income (loss) excluding income tax provision, interest expense, depreciation and amortization,
stock-based compensation expense, non-core expenses/losses (gains). Non-core expenses/losses (gains) include purchase accounting adjustments related to deferred revenue, transaction-related costs, asset impairments, and management fees.
For a historical reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable measure calculated and presented in accordance with GAAP, please see the section entitled “Grindr’s
Management’s Discussion and Analysis of Financial Condition and Results of Operations–Non-GAAP Financial Measures.”
|
1.
|
Reviewed the following documents:
|
a.
|
Tiga’s audited financial statements for the fiscal years ended December 31, 2020 and 2021 included in Tiga’s Form 10-K filed
with the Securities and Exchange Commission (the “SEC”), which Tiga’s management identified as being the most current financial statements available;
|
b.
|
Grindr's audited financial statements for the fiscal years ended December 31, 2020;
|
c.
|
Grindr's draft audited financial statements for the fiscal year ended December 31, 2021;
|
d.
|
Grindr's unaudited internally prepared financial statements for the quarter ended March 31, 2022, which at such time of the
review, Grindr's management identified as being the most current financial statements available;
|
e.
|
Other internal documents relating to the history, current operations, and probable future outlook of
|
f.
|
Financial projections of Grindr for the years 2022 through 2025, provided to us by management of Tiga, which is based on Grindr
Management Projections and includes Tiga management's estimates of projected cash and equity compensation (the “Financial Projections”);
|
g.
|
Tiga’s Form S-1 registration statement dated November 4, 2020; and
|
h.
|
Documents related to the Business Combination, including the draft Amended and Restated Forward Purchase Agreement dated as of
May 8, 2022 and the draft of the Merger Agreement, dated as of May 8, 2022;
|
2.
|
Discussed the information referred to above and the background and other elements of the Business Combination with the
management of Tiga and Grindr;
|
3.
|
Reviewed the historical trading price and trading volume of the publicly traded securities of certain companies that Duff &
Phelps deemed relevant;
|
4.
|
Performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques including a
discounted cash flow analysis, an analysis of selected public companies that Duff & Phelps deemed relevant, and an analysis of selected transactions that Duff & Phelps deemed relevant; and
|
5.
|
Conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate.
|
1.
|
Relied upon the accuracy, completeness, and fair presentation of all information, data, advice, opinions and representations
obtained from public sources or provided to it from private sources, including Tiga and Grindr management, and did not independently verify such information;
|
2.
|
Relied upon the fact that the Tiga Board and Tiga have been advised by counsel as to all legal matters with respect to the
Business Combination, including whether all procedures required by law to be taken in connection with the Business Combination have been duly, validly and timely taken;
|
3.
|
Assumed that any estimates, evaluations, forecasts and projections (including the Grindr Management Projections and the
Financial Projections) furnished to Duff & Phelps were reasonably prepared and based upon the best currently available information and good faith judgment of the person furnishing the same, and Duff & Phelps expresses no opinion
with respect to such projections or the underlying assumptions;
|
4.
|
Assumed that information supplied and representations made by Tiga and Grindr management are substantially accurate regarding
Grindr and the Business Combination;
|
5.
|
Assumed that the representations and warranties made in the Merger Agreement are substantially accurate;
|
6.
|
Assumed that the final versions of all documents reviewed by Duff & Phelps in draft form conform in all material respects
to the drafts reviewed;
|
7.
|
Assumed that there has been no material change in the assets, liabilities, financial condition, results of operations,
business, or prospects of Tiga or Grindr since the date of the most recent financial statements and other information made available to Duff & Phelps, and that there is no information or facts that would make the information reviewed
by Duff & Phelps incomplete or misleading;
|
8.
|
Assumed that all of the conditions required to implement the Business Combination will be satisfied and that the Business
Combination will be completed in accordance with the Merger Agreement without any amendments thereto or any waivers of any terms or conditions thereof; and
|
9.
|
Assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Business
Combination will be obtained without any adverse effect on Tiga or Grindr.
|
COMPANY NAME
|
| |
ENTERPRISE VALUE AS A MULTIPLE OF
|
||||||||||||||||||
Company Name
|
| |
LTM
EBITDA
Pre-SBC
|
| |
2022
EBITDA
Pre-SBC
|
| |
2023
EBITDA
Pre-SBC
|
| |
LTM
EBITDA
Post-SBC
|
| |
2022
EBITDA
Post-SBC
|
| |
2023
EBITDA
Post-SBC
|
| |
LTM
Revenue
|
Dating Apps
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Bumble Inc.**
|
| |
24.9x
|
| |
20.5x
|
| |
16.0x
|
| |
61.9x
|
| |
35.6x
|
| |
25.0x
|
| |
6.73x
|
Match Group, Inc.*
|
| |
24.6x
|
| |
20.9x
|
| |
17.1x
|
| |
28.5x
|
| |
23.9x
|
| |
19.5x
|
| |
8.80x
|
Mean / Median
|
| |
24.7x
|
| |
20.7x
|
| |
16.5x
|
| |
45.2x
|
| |
29.7x
|
| |
22.2x
|
| |
7.77x
|
Consumer Subscriptions
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Netflix, Inc.*
|
| |
13.7x
|
| |
13.4x
|
| |
12.0x
|
| |
14.6x
|
| |
14.6x
|
| |
13.0x
|
| |
3.10x
|
Roku, Inc.*
|
| |
28.7x
|
| |
NM
|
| |
32.2x
|
| |
63.1
|
| |
NM
|
| |
NM
|
| |
3.89
|
Spotify Technology S.A.*
|
| |
37.7x
|
| |
39.9x
|
| |
28.6x
|
| |
NM
|
| |
NM
|
| |
56.7
|
| |
1.61
|
Mean
|
| |
26.7x
|
| |
26.7x
|
| |
24.2x
|
| |
38.9x
|
| |
14.6x
|
| |
34.8x
|
| |
2.87x
|
Median
|
| |
28.7x
|
| |
26.7x
|
| |
28.6x
|
| |
38.9x
|
| |
14.6x
|
| |
34.8x
|
| |
3.10x
|
Social Media and Marketplace
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Etsy, Inc.*
|
| |
18.8x
|
| |
17.3x
|
| |
13.9x
|
| |
23.4x
|
| |
21.1x
|
| |
16.8x
|
| |
5.80x
|
Pinterest, Inc.**
|
| |
14.7x
|
| |
18.2x
|
| |
13.1x
|
| |
29.7x
|
| |
49.6x
|
| |
25.9x
|
| |
4.44x
|
Yelp Inc.*
|
| |
9.0x
|
| |
8.2x
|
| |
6.9x
|
| |
23.4x
|
| |
20.0x
|
| |
15.0x
|
| |
2.15x
|
ZipRecruiter, Inc.**
|
| |
19.5x
|
| |
20.6x
|
| |
16.3x
|
| |
NM
|
| |
58.9x
|
| |
36.8x
|
| |
3.74x
|
Mean
|
| |
15.5x
|
| |
16.1x
|
| |
12.6x
|
| |
25.5x
|
| |
37.4x
|
| |
23.6x
|
| |
4.03x
|
Median
|
| |
16.7x
|
| |
17.8x
|
| |
13.5x
|
| |
23.4x
|
| |
35.3x
|
| |
21.4x
|
| |
4.09x
|
Consolidated Mean
|
| |
21.3x
|
| |
19.9x
|
| |
17.3x
|
| |
34.9x
|
| |
31.9x
|
| |
26.1x
|
| |
4.47x
|
Consolidated Median
|
| |
19.5x
|
| |
19.4x
|
| |
16.0x
|
| |
28.5x
|
| |
23.9x
|
| |
22.2x
|
| |
3.89x
|
*
|
Projected SBC calculated by applying a historical 3-year average percentage of revenue to analyst projected revenues
|
**
|
Projected SBC based on average analyst estimates due to non-recurring amounts of equity compensation in historical 3-year averages
|
Announced
|
| |
Target
Name
|
| |
Acquirer
Name
|
| |
Enterprise
Value
|
| |
LTM
Revenue
|
| |
LTM
EBITDA
|
| |
EBITDA
Margin
|
| |
EV /
Revenue
|
| |
EV /
EBITDA
|
4/13/2022
|
| |
Twitter, Inc.(1)
|
| |
Elon R. Musk
|
| |
$46,305.9
|
| |
$5,242.4
|
| |
$817.8
|
| |
15.6%
|
| |
8.83x
|
| |
56.6x
|
1/18/2022
|
| |
Activision Blizzard, Inc.
|
| |
Microsoft Corporation
|
| |
$68,987.1
|
| |
$8,803.0
|
| |
$3,452.0
|
| |
39.2%
|
| |
7.84x
|
| |
20.0x
|
1/9/2022
|
| |
Zynga Inc.
|
| |
Take-Two Interactive Software, Inc.
|
| |
$12,328
|
| |
$2,801
|
| |
$457
|
| |
16.3%
|
| |
4.40x
|
| |
27.0x
|
11/5/2021
|
| |
McAfee Corp.
|
| |
Private Equity Consortium
|
| |
$20,014.2
|
| |
$1,826.0
|
| |
$652.0
|
| |
35.7%
|
| |
10.96x
|
| |
30.7x
|
7/14/2021
|
| |
Avast plc
|
| |
NortonLifeLock Inc.
|
| |
$7,662.1
|
| |
$931.1
|
| |
$482.3
|
| |
51.8%
|
| |
8.23x
|
| |
15.9x
|
2/9/2021
|
| |
Hyperconnect, Inc.
|
| |
MG Korea Services Limited
|
| |
$1,725.0
|
| |
$237.0
|
| |
$25.3
|
| |
10.7%
|
| |
7.28x
|
| |
68.1x
|
2/8/2021
|
| |
Glu Mobile Inc.
|
| |
Electronic Arts Inc.
|
| |
$1,983.0
|
| |
$540.5
|
| |
$28.5
|
| |
5.3%
|
| |
3.67x
|
| |
69.6x
|
8/27/2020
|
| |
Leyou Technologies Holdings Limited
|
| |
Image Frame Investment (HK) Limited
|
| |
$1,390.7
|
| |
$199.3
|
| |
$43.3
|
| |
21.7%
|
| |
6.98x
|
| |
32.1x
|
8/5/2020
|
| |
Ancestry.com LLC
|
| |
Blackstone Inc.
|
| |
$4,700.0
|
| |
$757.0
|
| |
$266.2
|
| |
35.2%
|
| |
6.21x
|
| |
17.7x
|
3/5/2020
|
| |
The Meet Group, Inc.
|
| |
Parship Group GmbH
|
| |
$505.5
|
| |
$211.7
|
| |
$30.0
|
| |
14.2%
|
| |
2.39x
|
| |
16.9x
|
12/20/2019
|
| |
Care.com, Inc.(2)
|
| |
IAC/InterActiveCorp (nka:Match Group, Inc.)
|
| |
$525
|
| |
$207
|
| |
$22
|
| |
10.4%
|
| |
2.53x
|
| |
24.4x
|
12/17/2019
|
| |
LogMeIn, Inc.
|
| |
Francisco Partners Management, L.P.; Evergreen Coast Capital
|
| |
$4,557.8
|
| |
$1,247.9
|
| |
$327.3
|
| |
26.2%
|
| |
3.65x
|
| |
13.9x
|
11/8/2019
|
| |
Bumble Inc.(3)
|
| |
Blackstone Inc.
|
| |
$3,000.0
|
| |
$488.9
|
| |
$99.7
|
| |
20.4%
|
| |
6.14x
|
| |
30.1x
|
7/29/2019
|
| |
Just Eat plc
(nka:Just Eat Limited)
|
| |
Takeaway.com N.V. (nka:Just Eat Takeaway.com N.V.)
|
| |
$8,466.4
|
| |
$1,125.4
|
| |
$172.6
|
| |
15.3%
|
| |
7.52x
|
| |
49.1x
|
|
| |
|
| |
Mean
|
| |
$13,011
|
| |
$1,758
|
| |
$491
|
| |
22.7%
|
| |
6.19x
|
| |
33.7x
|
|
| |
|
| |
Median
|
| |
$4,629
|
| |
$844
|
| |
$219
|
| |
18.4%
|
| |
6.59x
|
| |
28.5x
|
(1)
|
Twitter metrics based on EBITDA adjusted for non-recurring items post-stock based compensation
|
(2)
|
Care.com metrics based on company adjusted EBITDA post-stock based compensation
|
(3)
|
Bumble metrics based on company adjusted EBITDA post-stock based compensation per S-1 Filing
|
•
|
When you consider the recommendation of the Tiga Board in favor of approval of the Business Combination Proposal, you should
keep in mind that the Sponsor, Tiga’s directors and executive officers and certain of their affiliates have interests in such proposal that are different from, or in addition to, those of Tiga shareholders and warrant holders generally.
These interests include, among other things, the interests listed below. In each of the minimum redemption scenario and the maximum redemption scenario, as well as all interim levels of redemptions, the Forward Purchase Investors will pay
$10.00 per share of New Grindr Common Stock in connection with the Forward Purchase Commitment and the Backstop Commitment, and the consideration payable to security holders of Grindr, which will be paid in the form of shares of New
Grindr Common Stock, is being valued at $10.00 per share. As such, regardless of the extent of redemptions, the shares of New Grindr Common Stock owned by non-redeeming shareholders
|
•
|
Mr. Zage indirectly owns 43.0% of all of the equity interests (such interests non-voting) in Grindr and Ashish Gupta indirectly
owns 4.5% of all of the equity interests (such interests non-voting) in Grindr; and
|
•
|
Immediately following the Closing and, assuming none of Tiga’s shareholders elect to redeem their public shares in connection
with the Closing, by virtue of the holdings by Raymond Zage and Ashish Gupta and their respective affiliates, subject to certain adjustments and limitations described herein, Mr. Zage is expected to beneficially own approximately % of
the economic interests of New Grindr and % of the voting power of the capital stock of New Grindr whereas Ashish Gupta is expected to beneficially own approximately % of the economic interests of New Grindr and % of the voting
power of the capital stock of New Grindr.
|
•
|
Prior to the consummation of the initial public offering, on July 27, 2020, the Sponsor received 5,750,000 founder shares in
exchange for a capital contribution of $25,000, or $0.004 per share. On November 23, 2020, Tiga effected a 1,150,000 share dividend, resulting in Tiga’s initial shareholders holding an aggregate of 6,900,000 founder shares. All share and
per-share amounts have been retroactively restated to reflect the share dividend. These 6,900,000 founder shares will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable
would be valued at approximately $71,484,000 based on the closing price of Tiga Class A ordinary shares ($10.36 per share) on the NYSE at September 9, 2022. On November 23, 2020, the Sponsor transferred 20,000 founder shares to each of
David Ryan, Carman Wong and Ben Falloon for the same per-share price initially paid by the Sponsor, resulting in the Sponsor holding 6,840,000 founder shares. If Tiga does not consummate a business combination by November 27, 2022 or
prior to the expiration of any extended time that Tiga has to consummate a business combination beyond November 27, 2022 as a result of a shareholder vote to amend Tiga’s memorandum and articles of association, subject to the Sponsor
purchasing additional private placement warrants, subject to applicable law, it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its
remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under the Companies Act to provide for the claims of creditors and the requirements of other applicable law. In such
event, the 6,900,000 Tiga Class B ordinary shares collectively owned by the Sponsor and three independent directors (David Ryan, Carman Wong and Ben Falloon) would be worthless because following the redemption of the public shares, Tiga
would likely have few, if any, net assets and because the Sponsor and Tiga’s directors and officers have agreed to waive their respective rights to liquidating dissolutions from the trust account in respect of any Tiga Class A ordinary
shares and Tiga Class B ordinary shares held by them, as applicable, if Tiga fails to complete a business combination within the required period. Additionally, in such event, the 18,560,000 private placement warrants purchased by the
Sponsor for an aggregate purchase price of $18,560,000 (at $1.00 per warrant), will also expire worthless.
|
•
|
The 6,900,000 shares of New Grindr Common Stock into which the 6,900,000 Tiga Class B ordinary shares collectively held by the
Sponsor, David Ryan, Carman Wong and Ben Falloon will automatically convert in connection with the First Merger (including after giving effect to the Domestication), if unrestricted and freely tradeable, would have had an aggregate market
value of (1) $ based upon the closing price of $ per Tiga Class A ordinary share on the NYSE on , 2022, the most recent practicable date prior to the date of this proxy statement/prospectus and (2) $ million, based upon the
per share value implied in the Business Combination of $10.00 per share of New Grindr Common Stock. However, given that such shares of New Grindr Common Stock will be subject to certain restrictions, including those described above, Tiga
believes that such shares have less value. The 18,560,000 New Grindr Warrants into which the 18,560,000 Tiga private placement warrants held by the Sponsor will automatically convert in connection with the First Merger (including after
giving effect to the Domestication), if unrestricted and
|
•
|
In addition, the Sponsor and its affiliates will subscribe for an aggregate of 5,000,000 forward purchase shares, plus an
aggregate of 2,500,000 forward purchase warrants to purchase one share of New Grindr Common Stock at $11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 per share. The Sponsor and its affiliates may also subscribe
for up to 5,000,000 backstop shares plus up to 2,500,000 backstop warrants at $11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 for each backstop share and one-half of one backstop warrant.
|
•
|
Raymond Zage, Chairman and Chief Executive Officer of Tiga, is expected to be a director of New Grindr after the consummation
of the Business Combination. As such, in the future, Raymond Zage may receive fees for his service as director, which may consist of cash and/or stock-based awards, and any other remuneration that New Grindr’s board of directors
determines to pay to its non-employee directors.
|
•
|
The Sponsor will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of
a less favorable target company or on terms less favorable to Tiga shareholders than liquidate.
|
•
|
Given the differential in purchase price that the Sponsor paid for the founder shares as compared to the price of the Tiga
Units sold in the initial public offering and subsequent number of shares of Tiga Class A ordinary shares that the Sponsor will receive upon conversion of the founder shares in connection with the Business Combination, the Sponsor and its
affiliates may realize a positive rate of return on such investment even if other Tiga shareholders experience a negative rate of return following the Business Combination.
|
•
|
Pursuant to the underwriting agreement entered into in connection with Tiga’s initial public offering, the underwriters are
entitled to a deferred fee of $0.35 per unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that Tiga completes a business
combination, subject to the terms of the underwriting agreement. The underwriters of the initial public offering have agreed to waive their rights to the deferred fee in the event Tiga does not complete an initial business combination
within the time period provided in Tiga’s amended and restated memorandum and articles of association.
|
•
|
The Sponsor (including its representatives and affiliates) and Tiga’s directors and officers, are, or may in the future become,
affiliated with entities that are engaged in a similar business to Tiga. The Sponsor and Tiga’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to Tiga
completing its initial business combination. Moreover, certain of Tiga’s directors and officers have time and attention requirements for other investments. Tiga’s directors and officers also may become aware of business opportunities
which may be appropriate for presentation to Tiga, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business
opportunity should be presented. These conflicts may not be resolved in Tiga’s favor and such potential business opportunities may be presented to other entities prior to their presentation to Tiga, subject to applicable fiduciary duties
under the Companies Act. Tiga’s Cayman Constitutional Documents provide that Tiga renounces its interest in any corporate opportunity offered to any director or officer of Tiga unless such opportunity is expressly offered to such person
solely in his or her capacity as a director or officer of Tiga and it is an opportunity that Tiga is able to complete on a reasonable basis. This provision in Tiga’s Cayman Constitutional Documents may present a conflict of interest in
the event that a director or officer of Tiga is offered a corporate opportunity in a capacity other than his or her capacity as a director or officer of Tiga that is suitable for Tiga. Tiga does not believe that such potential conflict of
interest impacted Tiga’s search for a business combination target.
|
•
|
Tiga’s existing directors and officers will be eligible for continued indemnification and continued coverage under Tiga’s
directors’ and officers’ liability insurance after the Mergers and pursuant to the Merger Agreement.
|
•
|
In the event that Tiga fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman
Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, Tiga will be required to provide for payment of claims of creditors that were not waived that may be brought against Tiga
within the ten years following such redemption. In order to protect the amounts held in the trust account, the Sponsor has agreed that it will be liable to Tiga if and to the extent any claims by a third party (other than Tiga’s
independent auditors) for services rendered or products sold to Tiga, or a prospective target business with which Tiga has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i)
$10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case, net of the amount of
interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of
Tiga’s initial public offering against certain liabilities, including liabilities under the Securities Act.
|
•
|
The Sponsor, or an affiliate of the Sponsor, or certain of Tiga’s officers and directors advanced funds to Tiga for working
capital purposes. The Sponsor advanced Tiga $700,000 to be used for working capital purposes. In addition, the Sponsor also loaned Tiga an aggregate of $300,000 to cover expenses related to the initial public offering pursuant to a
promissory note. This advance and promissory note were non-interest bearing and payable on the earlier of (i) January 31, 2021 and (ii) the completion of the initial public offering. Tiga fully repaid the advance and the promissory note
to the Sponsor on November 27, 2020. On March 16, 2022, the Tiga Board authorized the execution and delivery of a Convertible Promissory Note in the principal amount of $2,000,000 (the “Convertible
Promissory Note”). On January 25, 2022, the Sponsor had advanced the sum of $750,000 to Tiga on account of the Convertible Promissory Note and on June 30, 2022, there was $1,680,000 outstanding under the Convertible Promissory
Note. All unpaid principal under the Convertible Promissory Note shall be due and payable in full on the effective date of Tiga’s initial business combination, unless accelerated upon the occurrence of an event of default. The Sponsor and
its affiliates have no other loans for which they would receive compensation if a business combination is completed.
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•
|
Tiga has outstanding administrative fees of $20,000 as of June 30, 2022, which are included in accrued expenses in Tiga’s
condensed balance sheets as of June 30, 2022, and which are also payable to the Sponsor or an affiliate upon the effective date of the Business Combination. Other than the foregoing, no compensation of any kind, including finder’s and
consulting fees, will be paid by Tiga to the Sponsor, executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination.
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•
|
Following the consummation of the Business Combination, the Sponsor, Tiga’s officers and directors and their respective
affiliates would be entitled to reimbursement for certain reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans (including the
Convertible Promissory Note) on such terms as to be determined by Tiga from time to time, made by the Sponsor or certain of Tiga’s officers and directors to finance transaction costs in connection with an intended initial business
combination. However, if Tiga fails to consummate a business combination within the required period, the Sponsor and Tiga’s officers and directors and their respective affiliates will not have any claim against the Trust Account for
reimbursement. Notwithstanding the foregoing, the Sponsor, Tiga’s officers and directors and their respective affiliates will not have any reimbursement or out-of-pocket expenses, to which they would receive compensation if a business
combination is completed.
|
•
|
Pursuant to the A&R Registration Rights Agreement, the Sponsor and certain related parties will have customary registration
rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of New Grindr Common Stock and warrants held by such parties following the consummation of the Business Combination.
See “Certain Relationships and Related Person
|
Sources
|
| |
|
| |
Uses
|
| |
|
Cash and investments held in trust account(1)
|
| |
287.5
|
| |
Grindr rollover equity(3)
|
| |
1,601.7
|
Forward Purchase Commitment and Backstop Commitment(2)
|
| |
100.0
|
| |
Distribution for Deferred Payment(4)
|
| |
155.0
|
Tiga and Grindr balance sheet cash(1)
|
| |
25.7
|
| |
Distribution(4)
|
| |
132.8
|
Catapult loan repayment(1)
|
| |
29.7
|
| |
Repayment of existing loans(5)
|
| |
203.2
|
|
| |
|
| |
Repayment of Tiga related party loan(1)
|
| |
1.7
|
Bank loan (net of fees)
|
| |
200.0
|
| |
Cash to balance sheet
|
| |
113.1
|
Grindr rollover equity(3)
|
| |
1,601.7
|
| |
Transaction expenses(6)
|
| |
37.1
|
Total sources
|
| |
2,244.6
|
| |
Total uses
|
| |
2,244.6
|
(1)
|
Calculated as of June 30, 2022.
|
(2)
|
Shares issued pursuant to the Forward Purchase Commitment and Backstop Commitment are at a deemed value of $10.00 per share.
|
(3)
|
Equity rollover includes (i) 156,223,962 shares of New Grindr Common Stock issued to Grindr unitholders, of which 6,514,692
shares of New Grindr Common Stock are associated with the Series P share-based compensation units described in “Beneficial Ownership of Securities” and (ii) 3,947,439 shares
of New Grindr Common Stock reserved for issuance in respect of the conversion of Grindr Options.
|
(4)
|
Reflects a total estimated cash distribution to Grindr unitholders of $287.8 million through a capital distribution to be
declared prior to the closing of the Transaction and paid at Closing. Of that amount, $155.0 million is to be used to extinguish the remaining Deferred Payment. The $132.8 million includes $4.5 million of unpaid distribution accrued for
on the Grindr historical balance sheet.
|
(5)
|
Reflects the extinguishment of Grindr’s existing debt and the principal balance and prepayment premium of the debt.
|
(6)
|
Includes deferred underwriting commission of $9.7 million and other estimated transaction expenses.
|
Sources
|
| |
|
| |
Uses
|
| |
|
Cash and investments held in trust account(1)
|
| |
143.8
|
| |
Grindr rollover equity(3)
|
| |
1,601.7
|
Forward Purchase Commitment and Backstop Commitment(2)
|
| |
100.0
|
| |
Distribution for Deferred Payment(4)
|
| |
155.0
|
Tiga and Grindr balance sheet cash(1)
|
| |
25.7
|
| |
Distribution(4)
|
| |
132.8
|
Catapult loan repayment(1)
|
| |
29.7
|
| |
Repayment of existing loans(5)
|
| |
203.2
|
|
| |
|
| |
Repayment of Tiga related party loan(1)
|
| |
1.7
|
Bank loan (net of fees)
|
| |
250.0
|
| |
Cash to balance sheet
|
| |
19.4
|
Grindr rollover equity(3)
|
| |
1,601.7
|
| |
Transaction expenses(6)
|
| |
37.1
|
Total sources
|
| |
2,150.9
|
| |
Total uses
|
| |
2,150.9
|
(1)
|
Calculated as of June 30, 2022.
|
(2)
|
Shares issued pursuant to the Forward Purchase Commitment and Backstop Commitment are at a deemed value of $10.00 per share.
|
(3)
|
Equity rollover includes (i) 156,223,962 shares of New Grindr Common Stock issued to Grindr unitholders, of which 6,514,692
shares of New Grindr Common Stock are associated with the Series P share-based compensation units described in “Beneficial Ownership of Securities” and (ii) 3,947,439 shares of New Grindr Common
Stock reserved for issuance in respect of the conversion of Grindr Options.
|
(4)
|
Reflects a total estimated cash distribution to Grindr unitholders of $287.8 million through a capital distribution to be
declared prior to the closing of the Transaction and paid at Closing. Of that amount, $155.0 million is to be used to extinguish the remaining Deferred Payment. The $132.8 million includes $4.5 million of unpaid distribution accrued for
on the Grindr historical balance sheet
|
(5)
|
Reflects the extinguishment of Grindr’s existing debt and the principal balance and prepayment premium of the debt.
|
(6)
|
Includes deferred underwriting commission of $9.7 million and other estimated transaction expenses.
|
Sources
|
| |
|
| |
Uses
|
| |
|
Cash and investments held in trust account(1)
|
| |
—
|
| |
Grindr rollover equity(3)
|
| |
1,630.0
|
Forward Purchase Commitment and Backstop Commitment(2)
|
| |
100.0
|
| |
Distribution for Deferred Payment(4)
|
| |
155.0
|
Tiga and Grindr balance sheet cash(1)
|
| |
25.7
|
| |
Distribution(4)
|
| |
104.5
|
Catapult loan repayment(1)
|
| |
29.7
|
| |
Repayment of existing loans(5)
|
| |
203.2
|
|
| |
|
| |
Repayment of Tiga related party loan(1)
|
| |
1.7
|
Bank loan (net of fees)
|
| |
370.0
|
| |
Cash to balance sheet
|
| |
25.9
|
Grindr rollover equity(3)
|
| |
1,630.0
|
| |
Transaction expenses(6)
|
| |
35.1
|
Total sources
|
| |
2,155.4
|
| |
Total uses
|
| |
2,155.4
|
(1)
|
Calculated as of June 30, 2022.
|
(2)
|
Shares issued pursuant to the Forward Purchase Commitment and Backstop Commitment are at a deemed value of $10.00 per share.
|
(3)
|
Equity rollover includes (i) 158,983,490 shares of New Grindr Common Stock issued to Grindr unitholders, of which 6,511,512
shares of New Grindr Common Stock are associated with the Series P share-based compensation units described in “Beneficial Ownership of Securities” and (ii) 4,017,166 shares of New Grindr Common
Stock reserved for issuance in respect of the conversion of Grindr Options
|
(4)
|
Reflects a total estimated cash distribution to Grindr unitholders of $259.5 million through a capital distribution to be
declared prior to the closing of the Transaction and paid at Closing. Of that amount, $155.0 million is to be used to extinguish the remaining Deferred Payment. The $104.5 million includes $4.5 million of unpaid distribution accrued for
on the Grindr historical balance sheet.
|
(5)
|
Reflects the extinguishment of Grindr’s existing debt and the principal balance and prepayment premium of the debt.
|
(6)
|
Includes deferred underwriting commission of $9.7 million and other estimated transaction expenses.
|
•
|
change the purpose of New Grindr to engage in “any lawful act or activity for which a corporation may be organized under the
DGCL;
|
•
|
provide that the affirmative vote of the holders of at least 66 2/3% of the voting power of all then-outstanding New Grindr
Common Stock entitled to vote generally in the election of directors, voting together as a single class, is required to adopt, amend or repeal the Proposed Bylaws unless approved by the majority of the authorized number of directors, and
the provisions in the Proposed Certificate of Incorporation related to Directors, Indemnification and Limitation on Liability of Directors, Forum Selection and Amendments;
|
•
|
change the name of Tiga to “Grindr Inc.” and delete the provisions relating to Tiga’s status as a blank check company and
retain the default of perpetual existence under the DGCL;
|
•
|
change the authorized shares of all classes of capital stock to shares, consisting of shares of New Grindr Common Stock
and shares of preferred stock;
|
•
|
adopt Delaware as the exclusive forum for certain shareholder litigation;
|
•
|
provide for transfer restrictions with respect to shares of New Grindr Common Stock issued (i) as consideration to shareholders
of Grindr in connection with the Mergers and (ii) to directors, officers and employees of New Grindr upon the settlement or exercise of equity awards outstanding immediately following the Closing in respect of Grindr Awards outstanding
immediately prior to the Closing;
|
•
|
provide that directors will be elected each year and serve a one-year term.
|
•
|
Providing that the purpose of New Grindr is “to engage in any lawful act or activity for which corporations may be organized
under the DGCL.” The Tiga Board believes this change is appropriate to remove language applicable to a blank check company.
|
•
|
The supermajority voting requirements are appropriate at this time to protect all shareholders against the potential
self-interested actions by one or a few large shareholders. In reaching this conclusion, the Tiga Board was cognizant of the potential for certain shareholders to hold a substantial portion of the beneficial ownership of New Grindr Common
Stock following the Business Combination. The Tiga Board further believes that, going forward, a supermajority voting requirement encourages any person or group seeking control of New Grindr to negotiate with the New Grindr board of
directors to reach terms that are appropriate for all shareholders.
|
•
|
Changing the name from “Tiga Acquisition Corp.” to “Grindr Inc.” and deleting the prior Article 48 to eliminate provisions
specific to Tiga’s status as a blank check company and to make conforming changes. These revisions are desirable because they will serve no purpose following the Business Combination.
|
•
|
Change to authorized shares of New Grindr Common Stock and preferred stock of New Grindr. The greater number of authorized
shares of capital stock is desirable for New Grindr to have sufficient shares to complete the Business Combination. Additionally, the Tiga Board believes that it is important for New Grindr to have available for issuance a number of
authorized shares sufficient to support its growth and to provide flexibility for future corporate needs (including, if needed, as part of financing for future growth acquisitions). The shares would be issuable for any proper corporate
purpose, including future acquisitions,
|
•
|
Adopting Delaware as the exclusive forum for certain shareholder litigation is intended to assist New Grindr in avoiding
multiple lawsuits in multiple jurisdictions regarding the same matter. The ability to require such claims to be brought in a single forum will help to assure consistent consideration of the issues, the application of a relatively known
body of case law and level of expertise and should promote efficiency and cost-savings in the resolutions of such claims. The Tiga Board believes that the Delaware courts are best suited to address disputes involving such matters given
that after the Domestication, New Grindr will be incorporated in Delaware.
|
•
|
Providing for transfer restrictions with respect to certain shares of New Grindr Common Stock. As a material inducement to Tiga
entering into the Merger Agreement, Tiga required that each unitholder of Grindr receiving New Grindr Common Stock in connection with the consummation of the Business Combination, as well as directors, officer and employees of New Grindr
receiving shares of New Grindr Common Stock upon the settlement or exercise of equity awards outstanding immediately following the Closing in respect of Grindr Awards outstanding immediately prior to the Closing, would be required to
agree to transfer restrictions with respect to such shares. The Tiga Board believes that such transfer restrictions will align the parties with respect to the long-term success of New Grindr.
|
(i)
|
prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or
series of related transactions, to a director, officer or substantial security holder of the company (each a “Related Party”) if the number of shares of common stock to be issued, or if the number
of shares of common stock into which the securities may be convertible or exercisable, exceeds either one percent of the number of shares of common stock or one percent of the voting power outstanding before the issuance. However,
shareholder approval will not be required if such transaction is a cash sale for a price that is at least the minimum price (being a price that is the lower of: (1) the official closing price on the NYSE immediately preceding the signing
of the binding agreement; or (2) the average official closing price on the NYSE for the five trading days immediately preceding the signing of the binding agreement);
|
(ii)
|
prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, where such securities
are issued as consideration in a transaction or series of related transactions in which a Related Party has a five percent or greater interest (or such persons collectively have a ten percent or greater interest), directly or indirectly,
in the company or assets to be acquired or in the consideration to be paid in the transaction or series of related transactions and the present or potential issuance of common stock, or securities convertible into common stock, could
result in an issuance that exceeds either five percent of the number of shares of common stock or five percent of the voting power outstanding before the issuance; and
|
(iii)
|
for any sale of stock to an employee, director or service provider is also subject to the equity compensation rules in Section
303A.08 of the NYSE Listed Company Manual.
|
•
|
financial institutions or financial services entities;
|
•
|
broker-dealers;
|
•
|
taxpayers that are subject to the mark-to-market accounting rules with respect to the Tiga Securities;
|
•
|
tax-exempt entities;
|
•
|
pension plans;
|
•
|
individual retirement or other tax-deferred accounts;
|
•
|
governments or agencies or instrumentalities thereof;
|
•
|
insurance companies;
|
•
|
S corporations;
|
•
|
regulated investment companies or real estate investment trusts;
|
•
|
entities or arrangements treated as partnerships for U.S. federal income tax purposes;
|
•
|
U.S. expatriates or former long-term residents of the United States;
|
•
|
persons that actually or constructively own 5% or more (by vote or value) of Tiga Class A ordinary shares (except as
specifically provided below);
|
•
|
the Sponsor or its affiliates, officers or directors or any person that acquired their Tiga Securities pursuant to the A&R
Forward Purchase Agreement;
|
•
|
persons that acquired their Tiga Securities pursuant to an exercise of employee share options, in connection with employee
share incentive plans or otherwise as compensation;
|
•
|
persons that hold their Tiga Securities as part of a straddle, constructive sale, hedging, wash sale, conversion or other
integrated or similar transaction;
|
•
|
U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; or
|
•
|
“specified foreign corporations” (including “controlled foreign corporations”), “passive foreign investment companies” or
corporations that accumulate earnings to avoid U.S. federal income tax.
|
•
|
an individual who is a citizen or resident of the United States;
|
•
|
a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or
organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia;
|
•
|
an estate whose income is subject to U.S. federal income tax regardless of its source; or
|
•
|
a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more United
States persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a United States person.
|
(a)
|
U.S. Holders Who Own 10 Percent or More (By Vote or Value) of Tiga Shares
|
(b)
|
U.S. Holders Who Own Less Than 10% (By Vote and Value) of Tiga Shares
|
i.
|
a statement that the Domestication is a Section 367(b) exchange (within the meaning of the applicable Treasury Regulations);
|
ii.
|
a complete description of the Domestication;
|
iii.
|
a description of any stock, securities or other consideration transferred or received in the Domestication;
|
iv.
|
a statement describing the amounts required to be taken into account for U.S. federal income tax purposes;
|
v.
|
a statement that the U.S. Holder is making the election that includes (A) a copy of the information that the U.S. Holder
received from Tiga establishing and substantiating the U.S. Holder’s “all earnings and profits amount” with respect to the U.S. Holder’s Tiga Class A ordinary shares and (B) a representation that the U.S. Holder has notified Tiga (or New
Grindr) that the U.S. Holder is making the election; and
|
vi.
|
certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the
Code or the Treasury Regulations.
|
(a)
|
Definition of a PFIC
|
(b)
|
PFIC Status of Tiga
|
(c)
|
Effects of PFIC Rules on the Domestication
|
•
|
Tiga were classified as a PFIC at any time during such U.S. Holder’s holding period in such Tiga Class A ordinary shares or
Tiga Warrants; and
|
•
|
the U.S. Holder had not timely made (a) a QEF Election (as defined below) for the first taxable year in which the U.S. Holder
owned such Tiga Class A ordinary shares or in which Tiga was a PFIC, whichever is later (or a QEF Election along with a purging election), or (b) an MTM Election (as defined below) with respect to such Tiga Class A ordinary shares.
Currently, applicable Treasury Regulations provide that neither a QEF Election nor an MTM Election can be made with respect to warrants.
|
•
|
the U.S. Holder’s gain will be allocated ratably over the U.S. Holder’s holding period for such U.S. Holder’s Tiga Class A
ordinary shares or Tiga Warrants;
|
•
|
the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain, or to the period
in the U.S. Holder’s holding period before the first day of the first taxable year in which Tiga was a PFIC, will be taxed as ordinary income;
|
•
|
the amount of gain allocated to other taxable years (or portions thereof) of the U.S. Holder and included in such U.S. Holder’s
holding period would be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and
|
•
|
an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder
in respect of the tax attributable to each such other taxable year (described in the third bullet above) of such U.S. Holder.
|
(a)
|
QEF Election and Mark-to-Market Election
|
•
|
the gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States (and,
under certain income tax treaties, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder);
|
•
|
such Non-U.S. Holder is an individual who was present in the United States for 183 days or more in the taxable year of such
disposition and certain other requirements are met; or
|
•
|
New Grindr is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time
during the shorter of the five-year period ending on the date of redemption or the period that the Non-U.S. Holder held New Grindr Common Stock and, in the case where shares of New Grindr Common Stock are regularly traded on an
established securities market, the Non-U.S. Holder has owned, directly or constructively, more than 5% of New Grindr Common Stock at any time within the shorter of the five-year period preceding the redemption or such Non-U.S. Holder’s
holding period for the shares of New Grindr Common Stock. There can be no assurance that New Grindr Common Stock will be treated as regularly traded on an established securities market for this purpose.
|
Name
|
| |
Age
|
| |
Title
|
G. Raymond Zage, III
|
| |
52
|
| |
Chairman and Chief Executive Officer
|
Ashish Gupta
|
| |
46
|
| |
Director and President
|
David Ryan
|
| |
52
|
| |
Independent Director
|
Carman Wong
|
| |
50
|
| |
Independent Director
|
Ben Falloon
|
| |
51
|
| |
Independent Director
|
Diana Luo
|
| |
44
|
| |
Chief Financial Officer
|
Peter Chambers
|
| |
66
|
| |
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;
|
•
|
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;
|
•
|
monitoring compliance on a quarterly basis with the terms of the initial 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 initial public offering; and
|
•
|
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;
|
•
|
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 Tiga 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 Tiga and their personal interests;
and
|
•
|
duty to exercise independent judgment.
|
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
G. Raymond Zage, III
|
| |
Tiga Investments Pte. Ltd(1)
|
| |
Holding Company
|
| |
CEO
|
|
| |
Tiga Acquisition Corp. II
|
| |
Blank Check Company
|
| |
CEO
|
|
| |
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
|
|
| |
PT Lippo Karawaci Tbk
|
| |
Real Property
|
| |
Commissioner
|
|
| |
Whitehaven Coal Limited
|
| |
Resources
|
| |
Director
|
|
| |
Toshiba Corporation
|
| |
Electronics
|
| |
Director
|
|
| |
Deposco, Inc.
|
| |
Software
|
| |
Director
|
|
| |
Cosmose Limited
|
| |
Technology
|
| |
Director
|
|
| |
DBag Shopping Limited
|
| |
Services
|
| |
Director
|
|
| |
Farallon Capital Management LLC
|
| |
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 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 Management LLC
|
| |
Investment
|
| |
Advisor
|
|
| |
PT Delta Dunia Makmur
|
| |
Mining Services
|
| |
Commissioner
|
|
| |
Willow Holdco Pte. Ltd
|
| |
Real Estate
|
| |
Director
|
|
| |
Alchemo Pte. Ltd
|
| |
Technology
|
| |
Director
|
Carman Wong
|
| |
Tiga Acquisition Corp. II
|
| |
Blank Check Company
|
| |
Director
|
Diana Luo
|
| |
Tiga Acquisition Corp. II
|
| |
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 Delta Dunia Makmur
|
| |
Mining Services
|
| |
Commissioner
|
|
| |
PT SRLabs
|
| |
Technology
|
| |
Director
|
|
| |
Tiga Acquisition Corp. II
|
| |
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.
|
•
|
Tiga II, 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 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 Tiga II. 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 18,560,000 private
placement warrants.
|
•
|
Our initial shareholders and officers have entered into a letter agreement, and the forward purchaser has entered into the
amended and restated forward purchase agreement, with us, pursuant to which they have agreed to waive their redemption rights, with no consideration, with respect to their founder shares, forward purchase shares, backstop 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, forward purchase shares and backstop 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.
|
•
|
Approximately 10.8 million MAUs in 2021.
|
•
|
Approximately 601 thousand Paying Users in 2021. Our Paying Users increased by 2.2% in 2021, as compared to the combined
Successor 2020 Period and Predecessor 2020 Period. Our Paying Users were over 765 thousand and 744 thousand for the three and six months ended June 30, 2022, which represents an increase of 34.4% and 33.1%, as compared to the same periods
in 2021.
|
•
|
MAUs in over 190 countries and territories in the world as of June 30, 2022.
|
•
|
21 supported languages on Android and 9 on iOS as of June 30, 2022.
|
•
|
On average, users on our platform sent over 260 million daily messages in 2021.
|
•
|
Our profiles spent an average of 61 minutes per day each on the Grindr app in December 2021, which ranks us number one among
apps focused on the LGBTQ+ community, according to the Frost & Sullivan Study commissioned by Grindr.
|
•
|
We help people find meaningful connections, whether it's casual dating, relationships and love, community and friendships,
travel information, local and discovery, and beyond.
|
•
|
Our platform builds community and friendships. Our user experience is essentially a world without walls, connecting one user to
the next, allowing the community to see each other, many of whom sometimes feel unseen.
|
•
|
We are advancing LGBTQ+ equality and safety. Our Grindr for Equality initiative, or G4E, has worked around the world for the
safety and justice for the LGTBQ+ community. Coordinating with NGOs, governments, and nonprofits, G4E has worked to change and inform policy, increase access to vital healthcare services such as HIV testing, and bring valuable information
to millions of people in over 50 languages.
|
•
|
We bring empowerment through partnerships with organizations such as Aids/Lifecycle, National/Local Pride Organizations, and
Voting Campaigns.
|
•
|
We drive social influence with fun and engaging ways on social media channels to help the general population better understand
our community, plight, and interconnectedness.
|
•
|
Total revenue of $145.8 million and $104.5 million, respectively, representing year-over-year growth of 39.6%;
|
•
|
Net income (loss) of $5.1 million and ($13.1) million, respectively, with a net income (loss) margin of 3.5% and (12.5%),
respectively; and
|
•
|
Adjusted EBITDA of $77.1 million and $50.7 million, respectively, representing Adjusted EBITDA Margins of 52.8% and 48.5%,
respectively, and year-over-year growth of 52.1%.
|
•
|
Total revenue of $46.6 million and $34.8 million, respectively, representing period-over-period growth of 33.9%;
|
•
|
Net income (loss) of $(4.3) million and $1.8 million, respectively, with a net income (loss) margin of (9.3)% and 5.2%,
respectively; and
|
•
|
Adjusted EBITDA of $21.5 million and $19.5 million, respectively, representing Adjusted EBITDA Margins of 46.1% and 56.0%,
respectively, and period-over-period growth of 10.3%.
|
•
|
Total revenue of $90.1 million and $62.6 million, respectively, representing period-over-period growth of 43.9%;
|
•
|
Net income (loss) of $0.3 million and $(3.3) million, respectively, with a net income (loss) margin of 0.3% and (5.3)%,
respectively; and
|
•
|
Adjusted EBITDA of $41.7 million and $33.2 million, respectively, representing Adjusted EBITDA Margins of 46.3% and 53.1%,
respectively, and period-over-period growth of 25.6%.
|
Key features of our Grindr app include:
|
| |
![]() |
|
| ||
Identity expression: users
can create, manage, and control
their identity, profile,
and presence on the app.
|
| ||
|
| ||
Connection: users can find
and be found by those they are
interested in; those nearby
right now, or anywhere globally.
|
| ||
|
| ||
Interaction: users can chat
and interact with any profile
instantly, in an open, fun,
and engaging way.
|
| ||
|
| ||
Trust and Safety: users
receive guidance and tools to be safe
across their experience.
|
| ||
|
| ||
Premium: users can pay for
greater access to more users and
for more control over how
they find one another and interact.
|
|
1. Sign up: New users create an account with their email, or through social media
account authentication (e.g., Facebook, Google, Apple)
|
| |
![]() |
| |
2. Age verification: Users verify their age to confirm they are not a minor, and
that they are eligible to use the Grindr service.
|
| |
![]() |
|
| |
|
| |||||
3. Human Verification: Users complete a human verification step to reduce the
spam and bot activity on the app, and sign our Terms and Conditions of Service, as well as our Privacy and Cookie Policy.
|
| |
![]() |
| |
4. Profile Photos: Users create a rich profile expressing their identity, by
first adding a visual representation of themselves through photos and media.
|
| |
![]() |
|
| |
|
| |
|
| |
|
5. About Me: Users personalize their profile by adding a display name and custom
“about me” narrative, enlivening their profile and helping them form more meaningful connections with others.
|
| |
![]() |
| |
6. Stats: Users can optionally share key data such as age, height, tribe, body
type, gender identity, ethnicity, relationship status, and self-reported sexual health information, to help them connect with others in the queer community.
|
| |
![]() |
7. Tags: Users express their interests, identity, and community affiliation by
adding tags to their profile.
|
| |
![]() |
| |
8. Complete Profile: Users’ completed profile is their chosen representation of
themselves and their identity on the platform, and enables them to find and be found by those they are interested in.
|
| |
![]() |
3. Search: Users can find others with specific interests and community
affiliations by searching for others with specific tags on their profile
|
| |
![]() |
| |
4. Tags: Users can find community by browsing custom cascades composed of
profiles sharing the same tags
|
| |
![]() |
|
| |
|
| |
|
| |
|
5. Explore: Users can also explore cascades of other users in locations across
the globe, forming meaningful connections anywhere.
|
| |
![]() |
| |
6. Viewed Me: Users can see those who may be interested in them, having recently
viewed their profile.
|
| |
![]() |
|
| |
|
| |
|
| |
|
7. Taps: Users can express their interest in others by “tapping” the profile of
someone they have viewed.
|
| |
![]() |
| |
8. Favorites: Users can maintain meaningful connections by favoriting profiles,
and seeing a custom cascade of all their favorites anytime.
|
| |
![]() |
5. Share video and audio: Users can also deepen connections by sharing video or
audio with one another through the messaging feature.
|
| |
![]() |
| |
6. Live Video Calls: Users can also interact with live video calls to further get
to know one another, or confirm their mutual interests.
|
| |
![]() |
|
| |
|
| |
|
| |
|
7. Group messaging: Multiple users can interact and meet one another through the
group messaging feature.
|
| |
![]() |
| |
8. Location sharing: When users have built up a trusting connection, they can
choose to share their location and make plans to meet in real life.
|
| |
![]() |
1. Sexual health + testing information: Users can express their sexual health and
testing information on their profile, and view the same information from users who have chosen to share it. They can also choose to receive testing reminders to help maintain their health.
|
| |
![]() |
| |
2. Blocking: Users may block other profiles if they are not having a positive or
meaningful interaction.
|
| |
![]() |
|
| |
|
| |
|
| |
|
3. Reporting and proactive monitoring: Users may report behavior that may violate
the terms of the platform. Grindr provides reactive and proactive moderation services to support the user and platform safety.
|
| |
![]() |
| |
4. Help Center: Users are provided with easy access to helpful safety information
at any time in the app and at various points throughout the service.
|
| |
![]() |
•
|
Access to view 100 profiles on the Nearby Cascade
|
•
|
Use of some basic filters to find others
|
•
|
Use of all tags to search for users with similar interest
|
•
|
Tapping others to express interest
|
•
|
Viewing user profiles in the explore tab
|
•
|
Messaging openly with anyone from the Nearby Cascade
|
•
|
Sharing photos and location information through messages to facilitate meaningful connections
|
•
|
600 profiles: access to 5x more (up to 600) profiles on our Nearby Cascade than our free version of the app
|
•
|
No ads: removal of banner and interstitial ads, providing XTRA users with an ad-free experience
|
•
|
Advanced filters: e.g. height, weight, body type, relationship status, online status, photos, and prior chat history
|
•
|
XTRA Explore: increased utility of Explore mode, including the ability to chat with, tap, and favorite users
|
•
|
Premium messaging features: e.g. frequently used phrases and message read receipts
|
•
|
Unlimited profiles: allowing users to view unlimited profiles on the Nearby, Explore, and Tag cascades
|
•
|
Viewed Me: allowing users to see who is looking at their profile
|
•
|
Incognito: allowing users to browse without being seen
|
•
|
Unsend: allows users to undo sent messages and photos
|
•
|
Typing status: allowing users to know when someone is in the process of messaging them
|
•
|
Translate: allowing users to translate messages in different languages
|
XTRA
|
| |
|
| |
|
| |
|
1. 600 Profiles
|
| |
![]() |
| |
2. No Ads
|
| |
![]() |
|
| |
|
| |
|
| |
|
3. Advanced Filters
|
| |
![]() |
| |
4. Saved phrases and read receipts
|
| |
![]() |
•
|
The Largest Global LGBTQ+ Focused Mobile Social Platform.
We were established in 2009 as the one of the first global social platforms exclusively addressing the needs of the LGBTQ+ community. We built our mobile social platform to address the broadly underserved LGBTQ+ community’s need for a
comprehensive digital platform to connect, share, and consume content. Driven by our first-mover advantage, we have rapidly built the world’s largest LGBTQ+ social platform in terms of users in 2021, according to the Frost &
Sullivan Study commissioned by Grindr. In 2021, we had approximately 10.8 million MAUs and users in over 190 countries and territories, with our Grindr app available in over 21 language versions. We have users in several markets as of
June 30, 2022, including developed markets such as the United States, the U.K., France, Spain, and Canada, and emerging markets such as Brazil, Mexico, India, Chile, and the Philippines.
|
•
|
Large, Highly Engaged, and Growing User Base. Our large and highly
engaged global user base drives the continuous growth of our daily operations. The Grindr app had approximately 10.8 million MAUs in 2021. During the same period, our users on average sent over 260 million chats and each individual user
spent an average of 61 minutes per day on our Grindr app.
|
•
|
Preeminent Brand within the LGBTQ+ Community. Our brand is one of
the most well-known in the LGBTQ+ community and has become broadly associated with LGBTQ+ culture. According to the Morning Consult Survey, Grindr is the best-known gay dating app among Gay, Bisexual, Transgender and Queer people, with
85% brand awareness, and is also the best-known gay dating app among the general population. We are frequently mentioned by world-class media, including the BBC, CNN, and other
|
•
|
Organic and Viral Growth Driven by Network Effects. As a pioneer in
the LGBTQ+ social networking space, we have benefited from a substantial first mover advantage and reached a scale that continues to propel the viral growth of our business, brand awareness, and user acquisition. Leveraging this strong
brand awareness and significant user network, our historical growth has been driven primarily by network effects, including strong word of mouth referrals and other organic means. The large scale of our user base offers ample
opportunities for potential connections and leads to a better experience for our users. The superior user experience of our products and services attracts more users to our platform and increases our rankings in search engines and app
stores. As a result, we believe we achieve a higher frequency of word-of-mouth referrals from satisfied users, which further drives our scale while maintaining low user acquisition costs. For the three months and the six months ended June
30, 2022 and 2021, sales and marketing, excluding personnel-related expenses, comprised 1.6%, 1.0%, 1.2%, 0.8%, respectively, of our revenue over the same time period. In the years ended December 31, 2021, 2020 and 2019, sales and
marketing, excluding personnel-related expenses, comprised 0.9%, 3.2% and 2.8% respectively, of our revenue over the same time period.
|
•
|
Superior User Experience. We believe the superior user
experience we offer distinguishes us from our competitors. We have devoted substantial resources to continuously improving our products and services and enhancing the user experience. We emphasize technology and product innovations
based on robust data compiled from product usage, competitive studies, customer feedback, and our industry experience. Our geolocation technology, grid display interface, complex filter functions, and other innovative features and
functionalities enable users to discover and connect to each other effortlessly and seamlessly. Our profiles spent an average of 61 minutes per day each on the Grindr app in December 2021, which ranks us number one among apps targeting
the LGBTQ+ community, according to the Frost & Sullivan Study commissioned by Grindr.
|
•
|
Strong Margins and Profitable Business Model. Our business model
generates strong margins and high cash flow given our revenue model and low paid user acquisition spend. Our margins have increased over time as a result of scaling revenue and achievement of cost efficiencies, despite continual
investment in our brand, product, technology, and anti-abuse platform. In the year ended December 31, 2021, our Adjusted EBITDA Margin was 52.8%, and in the year ended December 31, 2020, our Adjusted EBITDA Margin was 48.5%. For the three
months ended June 30, 2022 and 2021, our Adjusted EBITDA Margin was 46.1% and 56.0%, respectively. For the six months ended June 30, 2022 and 2021, our Adjusted EBITDA Margin was 46.3% and 53.1%, respectively.
|
•
|
Expand Monetization Capabilities. We believe we can improve our
monetization capabilities by continuing to optimize and develop our subscription offerings, introducing more stand-alone premium functions, and further optimizing our indirect revenue offerings, as described in more detail below:
|
•
|
Continue to optimize and develop our subscription offerings. We plan to continue to optimize our subscription conversion
through features like introductory offers, discounted trials, and win-back offers. We plan to continue to develop our subscription offerings by adding more premium features to
|
•
|
Introduce more stand-alone paid features. We intend to introduce more stand-alone paid features in addition to existing
subscription services. For example, we plan to allow some premium features to be purchased on a stand-alone basis, including better profile positions, appearance management, and other functions.
|
•
|
Further optimize our indirect business. We intend to further optimize our indirect business by leveraging our advertising
partnerships, brand sales team, and self-serve advertising system. We will continue to experiment and evaluate opportunities to increase indirect revenue through brand partnerships, unique advertising units, and merchandise.
|
•
|
Grow Our User Base. We plan to deepen our penetration in our
current markets, including in our key established markets such as the United States and Europe. We will continue to introduce additional features that boost user engagement, increase retention, and stimulate existing users to make
word-of-mouth referrals. We also plan to enhance our marketing initiatives in these core regions. We also plan to grow our user base by targeting geographic regions outside of our current core markets that have a large number of untapped
potential users and fast-growing economies. In order to attract users in these new markets, we may offer innovative and customized products and services and features adapted to specific market conditions and demands. To supplement our
organic user growth, we plan to selectively invest in paid online channels, digital video channels and, where appropriate, offline channels, to further improve our penetration and market share in certain markets.
|
•
|
Continue to Innovate and Develop New Features. We plan to continue
to improve our products and services and introduce new features and functions for better user experiences and higher user engagement. These features and functions may be broadly implemented or strategically targeted at select regions. For
example, we recently released tags globally in the first quarter of 2022, a feature designed to allow our users to filter and find people with specific interests highlighted on user profiles. We evaluate new functions and features in
small target audiences and then roll out features with high test ratings to the larger global user base. For example, we recently released private albums first in Australia and New Zealand. After collecting initial feedback and improving
the product, we released it globally in 2022. We will also continue to enhance user experiences and engagement by continuously improving our existing features and functions, including through optimization of stability, loading speed, and
user interface design.
|
•
|
Diversify Our Products and Services and Platform. We will continue
to diversify our offerings both vertically and horizontally. Our global reach and scale have given us insights into the unique challenges our user base experiences. We believe these insights will enable us to diversify our product into
other areas that touch or concern our users. We are in the early stages of building a web-based product that will allow our privacy-focused users a way to use our product without downloading an app through an app ecosystem. Additionally,
we are collaborating with several partners in related industries to explore complementary functions and products and services to serve the core social interaction needs of our users.
|
•
|
Invest in Machine Learning and Data Science. We will continue to
invest in data to improve our product, protect our users, fight abuse and spam on our platform, and attract new users. We believe our efforts in machine learning and data science will help our users have more successful connections and
improve the overall experience on our platform.
|
•
|
Pursue Strategic Investments and Acquisitions. In addition to
organic growth, we also plan to make strategic investments and acquisitions in targeted markets. We are continually seeking opportunities for potential strategic investments in, or acquisitions of, related or complementary businesses to
help build a stronger social ecosystem for the LGBTQ+ community.
|
•
|
Location-based Technologies. We have built a large-scale location
search system to connect our online users’ locations in real-time so they can seamlessly engage with their hyper-local community. This scale and accuracy of our system differentiates us from competitors. Our technology manages millions of
users’ real-time locations every second of every day. We have developed a carefully optimized system capable of handling thousands of location update requests as well as thousands of location search requests per second at the same time.
The system powers the main cascade user interface in our Grindr app where a user sees others who are also using the Grindr app at that moment based on distance and filter criteria.
|
•
|
Data Management, Protection, and Privacy. We process over ten
terabytes of user data generated on our platform on a daily basis; from that we persist over seven terabytes of data per day. In order to do this, we have built our own data warehouse infrastructure on top of world class third-party
platforms. We have also built and deployed tools that allow for easy data summarization, ad hoc querying, and analysis of large datasets. These technologies help us provide each user with a personalized experience.
|
•
|
Our Information Security and Data Protection Program closely aligns with the National Institute of Standards and Technologies’
(“NIST”) Cybersecurity Framework. In order to protect our data estate we have devised many procedures and controls to ensure our data is confidential, available, and maintains integrity. The level
of controls utilized to maintain confidentiality, availability, and integrity of our data is based upon a data matrix that takes into account the sensitivity and criticality of the data. Our controls implore the usage of industry standard
one-way hashing, and both symmetric and asymmetric encryption for data at rest and in transit.
|
•
|
Access to data stores are made available by the usage of a virtual private network (“VPN”)
device and is further gated by role-based access controls of privileged accounts. If data access is required for business reasons, it is granted to a specific individual for a specific data asset. All permission requests are approved by a
data custodian and all access is monitored and reviewed on a regular basis.
|
•
|
Large-scale Infrastructure. We have invested considerable resources
and investments on our underlying architecture to serve more than a billion daily application programmable interface (“API”) requests. We have also invested resources in adopting container
technologies, which allow us to scale our backend systems more easily. We run services in multiple availability zones (data centers) for redundancy. As a cloud-first company, everything we build is designed to scale and run in a stateless
environment. Externally, we process over four billion API requests per day. During February 2022, we processed over 12 billion messages per day. We believe these systems will easily continue to scale as we grow.
|
•
|
Client first technologies. Our APIs are designed to support
real-time product features agnostic of the clients (mobile or web). We believe in the approach of build once and leverage across several clients to deliver superior uniform user experience. It’s common for users to switch between devices
and other mediums and this system ensures our users can pick up where they left off.
|
•
|
Automated Review. We implement preventative technologies to help
mitigate risks of user misbehavior. We automatically scan profiles upon creation and conduct ongoing scans for fraudulent behavior or violations of our Community Guidelines. Our algorithms and automations remove many malicious profiles
before they can interact with our community. We utilize third party tooling to enhance our automated review capabilities. In addition, we provide users with a robust appeals system which allows our users to have a manual human review of
any automated decision.
|
•
|
Manual Review. Our experienced human reviewers play an integral
role in our moderation process. As of June 30, 2022,we utilized a team of content review personnel dedicated to moderating content on the Grindr app. We believe empathy with and understanding of our community is key to making good
moderation decisions. In addition to general moderation training, our moderators regularly receive specific training on bias, gender, microaggressions, and discrimination, to help them make as fair and equitable decisions as possible. In
addition to removing and blocking profiles and illicit content, our moderators reinforce our Community Guidelines to our users through our in-app warning system, which reminds our users of our expectations before their behavior escalates.
|
•
|
Community Feedback. Our engaged user base also helps us maintain a
safe, positive, and inclusive community. Through in-app tools, we encourage users to report inappropriate content and misbehavior.
|
•
|
Online Initiatives. We attract new users and generate brand
awareness through data and insight-driven content marketing and social media initiatives, influencer marketing campaigns, and video and brand partnerships. In addition, we leverage the Grindr app’s internal marketing tools and
capabilities to connect external brands with our user base, and to drive awareness for our own new features and initiatives. We also partner with G4E to provide in-kind donations of digital marketing inventory to LGBTQ+ community groups
around the world. We regularly reassess growth opportunities across all of our organic, owned and operated, and paid channels. To date, relatively little paid online user acquisition has been required for us to grow, given our brand
awareness and word-of-mouth referrals.
|
•
|
Offline Initiatives. We organize and participate in a variety of
offline events to increase brand awareness and underscore commitment to the LGBTQ+ community. These events can also provide opportunities for monetization through sponsorships. Examples include WorldPride sponsorships in New York and
Copenhagen, the Outfest premier of Grindr’s first original scripted web series Bridesman, annual
|
•
|
our ability to maintain and further develop our well-established brand;
|
•
|
our ability to continue to engage and grow our user base through technological innovation and introduction of new products and
services that meet user requirements;
|
•
|
our ability to efficiently distribute our products and services to new and existing users;
|
•
|
our ability to improve and maintain superior user experience of our platform, supported by well-designed products and services
and functions;
|
•
|
our ability to monetize our products and services;
|
•
|
our safety and security efforts and our ability to protect user data and to provide users with control over their data;
|
•
|
our ability to expand and maintain our global footprint;
|
•
|
our ability to navigate the changing regulatory landscape, particularly the changes in regulations relating to consumer digital
media platforms, privacy and data protection;
|
•
|
our ability to attract, retain and motivate talented employees, particularly software engineers, designers and product
managers; and
|
•
|
our ability to cost-effectively manage and grow our operations.
|
(1)
|
registration of 64 domain names;
|
(2)
|
57 trademarks and 5 trademark applications;
|
(3)
|
12 copyright registrations; and
|
(4)
|
6 patents and 1 patent application.
|
•
|
Revenues of $46.6 million and $34.8 million, respectively. The increase was $11.8 million, or 33.9%.
|
•
|
Net Income (Loss) of $(4.3) million and $1.8 million, respectively. The decrease was $6.1 million, or (338.9)%.
|
•
|
Adjusted EBITDA of $21.5 million and $19.5 million, respectively. The increase was $2.0 million, or 10.3%.
|
•
|
Revenue of $90.1 million and $62.6 million, respectively. The increase was $27.5 million, or 43.9%.
|
•
|
Net Income (Loss) of $0.3 million and $(3.3) million, respectively. The increase was $3.6 million, or 109.1%.
|
•
|
Adjusted EBITDA of $41.7 million and $33.2 million, respectively. The increase was $8.5 million, or 25.6%.
|
•
|
Revenue of $145.8 million, $61.1 million, and $43.4 million, respectively. The increase for the year ended December 31, 2021
compared to the combined Successor 2020 Period and Predecessor 2020 Period was $41.3 million, or 39.5%.
|
•
|
Net Income (Loss) of $5.1 million, $(11.0) million, and $(2.1) million, respectively. The increase for the year ended December
31, 2021 compared to the combined Successor 2020 Period and Predecessor 2020 Period was $18.2 million, or 138.9%.
|
•
|
Adjusted EBITDA of $77.1 million, $35.7 million, and $14.9 million, respectively. The increase for the year ended December 31,
2021 compared to the combined Successor 2020 Period and Predecessor 2020 Period was $26.5 million, or 52.4%. See “Grindr’s Management’s Discussion and Analysis of Financial Condition and Result of
Operations—Non-GAAP Financial Measures—Adjusted EBITDA” for more details on the calculations.
|
(in thousands, except Adjusted ARPPU, ARPPU and ARPU)
|
| |
Three
Months
Ended
June 30,
2022
|
| |
Three
Months
Ended
June 30,
2021
|
| |
Six
Months
Ended
June 30,
2022
|
| |
Six
Months
Ended
June 30,
2021
|
Key Operating Metrics
|
| |
|
| |
|
| |
|
| |
|
Paying Users
|
| |
765
|
| |
569
|
| |
744
|
| |
559
|
Adjusted Average Direct Revenue per Paying User
|
| |
$16.90
|
| |
$15.95
|
| |
$16.83
|
| |
$15.22
|
Average Direct Revenue per Paying User
|
| |
$16.90
|
| |
$15.84
|
| |
$16.83
|
| |
$14.95
|
Average Total Revenue per User
|
| |
$1.28
|
| |
$1.11
|
| |
$1.25
|
| |
$1.01
|
|
| |
Successor
|
| |
Predecessor
|
||||||
(in thousands, except Adjusted ARPPU, ARPPU and ARPU)
|
| |
Year ended
December 31,
2021
|
| |
Period from
June 11, 2020
to December 31,
2020
|
| |
Period from
January 1,
2020 to June 10,
2020
|
| |
Year ended
December 31,
2019
|
Key Operating Metrics
|
| |
|
| |
|
| |
|
| |
|
Paying Users
|
| |
601
|
| |
579
|
| |
601
|
| |
618
|
Adjusted Average Direct Revenue per Paying User
|
| |
$16.21
|
| |
$14.88
|
| |
$12.44
|
| |
$11.33
|
Average Direct Revenue per Paying User
|
| |
$16.08
|
| |
$12.76
|
| |
$12.44
|
| |
$11.32
|
Monthly Active Users
|
| |
10,799
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
Average Total Revenue per User
|
| |
$1.13
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
($ in thousands)
|
| |
Three Months
Ended June 30,
2022
|
| |
Three Months
Ended June 30,
2021
|
| |
Six Months
Ended June 30,
2022
|
| |
Six Months
Ended June 30,
2021
|
Key Financial and Non-GAAP Metrics(1)
|
| |
|
| |
|
| |
|
| |
|
Revenue
|
| |
$46,555
|
| |
$34,779
|
| |
$90,085
|
| |
$62,563
|
Adjusted Direct Revenue
|
| |
$38,757
|
| |
$27,197
|
| |
$75,155
|
| |
$51,088
|
Indirect Revenue
|
| |
$7,798
|
| |
$7,760
|
| |
$14,930
|
| |
$12,367
|
Net income (loss)
|
| |
$(4,309)
|
| |
$1,794
|
| |
$320
|
| |
$(3,327)
|
Net income (loss) margin
|
| |
(9.3)%
|
| |
5.2%
|
| |
0.4%
|
| |
(5.3)%
|
Adjusted EBITDA
|
| |
$21,455
|
| |
$19,464
|
| |
$41,744
|
| |
$33,206
|
Adjusted EBITDA Margin
|
| |
46.1%
|
| |
56.0%
|
| |
46.3%
|
| |
53.1%
|
Net cash provided by operating activities
|
| |
|
| |
|
| |
$27,836
|
| |
$3,579
|
|
| |
Successor
|
| |
Predecessor
|
||||||
($ in thousands)
|
| |
Year ended
December 31,
2021
|
| |
Period from
June 11, 2020
to December 31,
2020
|
| |
Period from
January 1,
2020 to June 10,
2020
|
| |
Year ended
December 31,
2019
|
Key Financial and Non-GAAP Metrics(1)
|
| |
|
| |
|
| |
|
| |
|
Revenue
|
| |
$145,833
|
| |
$61,078
|
| |
$43,385
|
| |
$108,698
|
Adjusted Direct Revenue
|
| |
$116,931
|
| |
$57,462
|
| |
$39,844
|
| |
$84,046
|
Indirect Revenue
|
| |
$29,802
|
| |
$11,810
|
| |
$3,545
|
| |
$24,698
|
Net income (loss)
|
| |
$5,064
|
| |
$(10,959)
|
| |
$(2,114)
|
| |
$7,706
|
Net income (loss) margin
|
| |
3.5%
|
| |
(17.9)%
|
| |
(4.9)%
|
| |
7.1%
|
Adjusted EBITDA
|
| |
$77,054
|
| |
$35,733
|
| |
$14,924
|
| |
$50,453
|
Adjusted EBITDA Margin
|
| |
52.8%
|
| |
58.5%
|
| |
34.4%
|
| |
46.4%
|
Net cash provided by operating activities
|
| |
$34,430
|
| |
$9,602
|
| |
$16,456
|
| |
$37,973
|
(1)
|
See “Management’s Discussion and Analysis of Financial Condition and Results of
Operations of Grindr—Non-GAAP Financial Measures” for additional information and a reconciliation of net income (loss) to Adjusted EBITDA and Adjusted EBITDA Margin and reconciliation of Direct
Revenue to Adjusted Direct Revenue.
|
•
|
Paying Users. A Paying User is a user that has purchased or renewed a Grindr subscription and/or purchased a premium add-on on
the Grindr App. We calculate Paying Users as a monthly average, by counting the number of Paying Users in each month and then dividing by the number of months in the relevant measurement period. Paying Users is a primary metric that we
use to judge the health of our business and our ability to convert users to purchasers of our premium features. We are focused on building new products and services and improving on existing products and services, as well as launching new
pricing tiers and subscription plans, to drive payer conversion.
|
•
|
ARPPU. We calculate ARPPU based on Direct Revenue in any measurement period, divided by Paying Users in such a period divided
by the number of months in the period.
|
•
|
Adjusted ARPPU. We calculate adjusted ARPPU based on Adjusted Direct Revenue (excluding purchase accounting adjustments) in any
measurement period, divided by Paying Users in such a period divided by the number of months in the period.
|
•
|
MAUs. A MAU, or Monthly Active User, is a unique device that demonstrated activity on the Grindr App over the course of the
specified period. Activity on the app is defined as opening the app, chatting with another user, or viewing the cascade of other users. Grindr also excludes devices where all linked profiles have been banned for spam. We calculate MAUs as
a monthly average, by counting the number of MAUs in each month and then dividing by the number of months in the relevant period. We use MAUs to measure the number of active users on our platform on a monthly basis and to understand the
pool of users we can potentially convert to Paying Users. We revised our MAU calculation method in November 2020. For periods prior to this, our ability to accurately validate the newly defined metric is restricted by privacy related data
retention policies; therefore, MAU is not presented for any periods prior to 2021.
|
•
|
ARPU. We calculate ARPU based on Total Revenue in any measurement period, divided by our MAUs in such a period divided by the
number of months in the period. As we expand our monetization product offerings, develop new verticals, and grow our community of users, we believe we can continue to increase our ARPU.
|
•
|
Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) excluding income tax provision, interest expense, depreciation
and amortization, stock-based compensation expense, non-core expenses/losses (gains). Non-core expenses/losses (gains) include purchase accounting adjustments related to deferred revenue, transaction-related costs, asset impairments,
management fees, and interest income from the related party loan to Catapult GP II. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenue.
|
•
|
Adjusted Direct Revenue. We define Adjusted Direct Revenue as Direct Revenue adjusted for the release of the fair value
adjustment of deferred revenue into revenue of the acquired deferred revenue due to the June 10, 2020, acquisition (See Note 3 to Grindr’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus
for additional information).
|
Results of Operations
|
| |
Successor
|
| |
Predecessor
|
||||||||||||||||||
($ in thousands)
|
| |
Year ended
December 31,
2021
|
| |
% of
Total
Revenue
|
| |
Period
from
June 11,
2020 to
December 31,
2020
|
| |
% of
Total
Revenue
|
| |
Period
from
January 1,
2020 to
June 10,
2020
|
| |
% of
Total
Revenue
|
| |
Year
ended
December 31,
2019
|
| |
% of
Total
Revenue
|
Consolidated
Statements of Operations and Comprehensive Income (Loss)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Revenues
|
| |
$145,833
|
| |
100.0%
|
| |
$61,078
|
| |
100.0%
|
| |
$43,385
|
| |
100.0%
|
| |
$108,698
|
| |
100.0%
|
Operating costs and expenses
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cost of revenue (exclusive of depreciation and
amortization shown separately below)
|
| |
37,358
|
| |
25.6%
|
| |
18,467
|
| |
30.2%
|
| |
12,954
|
| |
29.9%
|
| |
27,545
|
| |
25.3%
|
Selling, general and administrative expenses
|
| |
30,618
|
| |
21.0%
|
| |
15,671
|
| |
25.7%
|
| |
15,583
|
| |
36.0%
|
| |
32,573
|
| |
30.0%
|
Product development expense
|
| |
10,913
|
| |
7.5%
|
| |
7,278
|
| |
11.9%
|
| |
7,136
|
| |
16.4%
|
| |
11,059
|
| |
10.2%
|
Depreciation and amortization
|
| |
43,234
|
| |
29.6%
|
| |
17,639
|
| |
28.9%
|
| |
10,642
|
| |
24.5%
|
| |
27,412
|
| |
25.2%
|
Total operating costs and expenses
|
| |
122,123
|
| |
83.7%
|
| |
59,055
|
| |
96.7%
|
| |
46,315
|
| |
106.8%
|
| |
98,589
|
| |
90.7%
|
Income (loss) from operations
|
| |
23,710
|
| |
16.3%
|
| |
2,023
|
| |
3.3%
|
| |
(2,930)
|
| |
-6.8%
|
| |
10,109
|
| |
9.3%
|
Other (expense) income
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Interest (expense) income, net
|
| |
(18,698)
|
| |
-12.8%
|
| |
(15,082)
|
| |
-24.7%
|
| |
277
|
| |
0.6%
|
| |
386
|
| |
0.3%
|
Other income (expense), net
|
| |
1,288
|
| |
0.9%
|
| |
142
|
| |
0.2%
|
| |
(76)
|
| |
-0.2%
|
| |
(348)
|
| |
-0.3%
|
Total other (expense) income
|
| |
(17,410)
|
| |
-11.9%
|
| |
(14,940)
|
| |
-24.5%
|
| |
201
|
| |
0.4%
|
| |
38
|
| |
—%
|
Net income (loss) before income tax
|
| |
6,300
|
| |
4.3%
|
| |
(12,917)
|
| |
-21.1%
|
| |
(2,729)
|
| |
-6.3%
|
| |
10,147
|
| |
9.3%
|
Income tax provision (benefit)
|
| |
1,236
|
| |
0.8%
|
| |
(1,958)
|
| |
-3.2%
|
| |
(615)
|
| |
-1.4%
|
| |
2,441
|
| |
2.2%
|
Net income (loss) and comprehensive
income (loss)
|
| |
$5,064
|
| |
3.5%
|
| |
$(10,959)
|
| |
-17.9%
|
| |
$(2,114)
|
| |
-4.9%
|
| |
$7,706
|
| |
7.1%
|
Net income (loss) per share
|
| |
$0.05
|
| |
|
| |
$(0.11)
|
| |
|
| |
$(0.02)
|
| |
|
| |
$0.08
|
| |
|
|
| |
Successor
|
| |
Predecessor
|
||||||
|
| |
Year ended
December 31,
2021
|
| |
From June 11,
2020 through
December 31,
2020
|
| |
From January 1,
2020 through
June 10,
2020
|
| |
Year ended
December 31,
2019
|
Current income tax provision (benefit):
|
| |
|
| |
|
| |
|
| |
|
Federal
|
| |
$4,828
|
| |
$1,461
|
| |
$760
|
| |
$341
|
State
|
| |
711
|
| |
521
|
| |
193
|
| |
(73)
|
International
|
| |
9
|
| |
—
|
| |
—
|
| |
—
|
Total current tax provision (benefit):
|
| |
5,548
|
| |
1,982
|
| |
953
|
| |
268
|
Deferred income tax provision (benefit):
|
| |
|
| |
|
| |
|
| |
|
Federal
|
| |
(4,436)
|
| |
(3,552)
|
| |
(1,304)
|
| |
2,170
|
State
|
| |
124
|
| |
(388)
|
| |
(264)
|
| |
3
|
International
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Total deferred tax provision (benefit)
|
| |
(4,312)
|
| |
(3,940)
|
| |
(1,568)
|
| |
2,173
|
Total income tax provision (benefit)
|
| |
$1,236
|
| |
$(1,958)
|
| |
$(615)
|
| |
$2,441
|
Results of Operations
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
($ in thousands)
|
| |
Three
Months
Ended
June 30,
2022
|
| |
% of
Total
Revenue
|
| |
Three
Months
Ended
June 30,
2021
|
| |
% of
Total
Revenue
|
| |
Six
Months
Ended
June 30,
2022
|
| |
% of
Total
Revenue
|
| |
Six
Months
Ended
June 30,
2021
|
| |
% of
Total
Revenue
|
Consolidated
Statements of Operations and Comprehensive Income (Loss)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Revenues
|
| |
$46,555
|
| |
100.0%
|
| |
$34,779
|
| |
100.0%
|
| |
$90,085
|
| |
100.0%
|
| |
$62,563
|
| |
100.0%
|
Operating costs and expenses
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cost of revenue (exclusive of depreciation and amortization
shown separately below)
|
| |
12,102
|
| |
26.0%
|
| |
8,588
|
| |
24.7%
|
| |
23,803
|
| |
26.4%
|
| |
16,102
|
| |
25.8%
|
Selling, general and administrative expenses
|
| |
23,241
|
| |
49.9%
|
| |
6,549
|
| |
18.8%
|
| |
33,491
|
| |
37.2%
|
| |
13,463
|
| |
21.5%
|
Product development expense
|
| |
4,175
|
| |
9.0%
|
| |
2,206
|
| |
6.4%
|
| |
7,822
|
| |
8.7%
|
| |
4,581
|
| |
7.3%
|
Depreciation and amortization
|
| |
9,092
|
| |
19.5%
|
| |
10,721
|
| |
30.8%
|
| |
18,118
|
| |
20.1%
|
| |
21,826
|
| |
34.9%
|
Total operating costs and expenses
|
| |
48,610
|
| |
104.4%
|
| |
28,064
|
| |
80.7%
|
| |
83,234
|
| |
92.4%
|
| |
55,972
|
| |
89.5%
|
Income (loss) from operations
|
| |
(2,055)
|
| |
(4.4)%
|
| |
6,715
|
| |
19.3%
|
| |
6,851
|
| |
7.6%
|
| |
6,591
|
| |
10.5%
|
Other (expense) income
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Interest (expense) income, net
|
| |
(3,256)
|
| |
(7.0)%
|
| |
(4,489)
|
| |
(12.9)%
|
| |
(6,212)
|
| |
(6.9)%
|
| |
(10,563)
|
| |
(16.9)%
|
Other income (expense), net
|
| |
2
|
| |
—%
|
| |
26
|
| |
0.1%
|
| |
(66)
|
| |
(0.1)%
|
| |
(30)
|
| |
—%
|
Total other (expense) income
|
| |
(3,254)
|
| |
(7.0)%
|
| |
(4,463)
|
| |
(12.8)%
|
| |
(6,278)
|
| |
(7.0)%
|
| |
(10,593)
|
| |
(16.9)%
|
Net income (loss) before income tax
|
| |
(5,309)
|
| |
(11.4)%
|
| |
2,252
|
| |
6.5%
|
| |
573
|
| |
0.6%
|
| |
(4,002)
|
| |
(6.4)%
|
Income tax provision (benefit)
|
| |
(1,000)
|
| |
(2.1)%
|
| |
458
|
| |
1.3%
|
| |
253
|
| |
0.2%
|
| |
(675)
|
| |
(1.1)%
|
Net income (loss) and comprehensive
income (loss)
|
| |
$(4,309)
|
| |
(9.3)%
|
| |
$1,794
|
| |
5.2%
|
| |
$320
|
| |
0.4%
|
| |
$(3,327)
|
| |
(5.3)%
|
Net income (loss) per share
|
| |
$(0.04)
|
| |
|
| |
$0.02
|
| |
|
| |
$—
|
| |
|
| |
$(0.03)
|
| |
|
($ in thousands)
|
| |
Three Months
Ended June 30,
2022
|
| |
Three Months
Ended June 30,
2021
|
| |
Six Months
Ended June 30,
2022
|
| |
Six Months
Ended June 30,
2021
|
Reconciliation of
Direct Revenue to Adjusted Direct Revenue
|
| |
|
| |
|
| |
|
| |
|
Direct Revenue
|
| |
$38,757
|
| |
$27,019
|
| |
$75,155
|
| |
$50,196
|
Adjustments
|
| |
—
|
| |
178
|
| |
—
|
| |
892
|
Adjusted Direct Revenue
|
| |
$38,757
|
| |
$27,197
|
| |
$75,155
|
| |
$51,088
|
|
| |
Successor
|
| |
Predecessor
|
||||||
($ in thousands)
|
| |
Year ended
December 31,
2021
|
| |
Period from
June 11, 2020
to December 31,
2020
|
| |
Period from
January 1, 2020
to June 10,
2020
|
| |
Year ended
December 31,
2019
|
Reconciliation of
Direct Revenue to Adjusted Direct Revenue
|
| |
|
| |
|
| |
|
| |
|
Direct Revenue
|
| |
$116,031
|
| |
$49,268
|
| |
$39,840
|
| |
$84,000
|
Adjustments
|
| |
900
|
| |
8,194
|
| |
4
|
| |
46
|
Adjusted Direct Revenue
|
| |
$116,931
|
| |
$57,462
|
| |
$39,844
|
| |
$84,046
|
($ in thousands)
|
| |
Three Months
Ended
June 30, 2022
|
| |
Three Months
Ended
June 30, 2021
|
| |
Six Months
Ended
June 30, 2022
|
| |
Six Months
Ended
June 30, 2021
|
Reconciliation of
net income (loss) to adjusted EBITDA
|
| |
|
| |
|
| |
|
| |
|
Net income (loss)
|
| |
$(4,309)
|
| |
$1,794
|
| |
$320
|
| |
$(3,327)
|
Interest expense (income), net
|
| |
3,256
|
| |
4,489
|
| |
6,212
|
| |
10,563
|
Income tax provision (benefit)
|
| |
(1,000)
|
| |
458
|
| |
253
|
| |
(675)
|
Depreciation and amortization
|
| |
9,092
|
| |
10,721
|
| |
18,118
|
| |
21,826
|
Transaction-related costs (1)
|
| |
866
|
| |
403
|
| |
1,178
|
| |
1,143
|
Litigation related costs (2)
|
| |
54
|
| |
558
|
| |
1,082
|
| |
1,147
|
Stock-based compensation expense
|
| |
12,933
|
| |
623
|
| |
13,667
|
| |
1,142
|
Management fees (3)
|
| |
184
|
| |
181
|
| |
363
|
| |
362
|
Purchase accounting adjustment (4)
|
| |
—
|
| |
178
|
| |
—
|
| |
892
|
Other expenses (income) (5)
|
| |
379
|
| |
59
|
| |
551
|
| |
133
|
Adjusted EBITDA
|
| |
$21,455
|
| |
$19,464
|
| |
$41,744
|
| |
$33,206
|
(1)
|
Transaction related costs represent legal, tax, accounting, consulting, and other professional fees related to the Merger
with Tiga and other potential acquisitions, that are non-recurring in nature.
|
(2)
|
Litigation related costs primarily represent external legal fees associated with the outstanding litigation or regulatory
matters such as the potential Datatilsynet fine or the CFIUS review of the Business Combination, which are unrelated to Grindr’s core ongoing business operations.
|
(3)
|
Management fees represent administrative costs associated with SVH's administrative role in managing financial relationships
and providing directive on strategic and operational decisions, which will not continue after the closing of the Merger with Tiga.
|
(4)
|
Purchase accounting adjustment includes the effects of the purchase accounting adjustment related to deferred revenue
resulting from the June 10, 2020 acquisition.
|
(5)
|
Other expenses (income) primarily represents costs incurred from reorganization events that are unrelated to Grindr's core
ongoing business operations, including severance and employment related costs for the three months ended June 30, 2022 and 2021 of $0.4 million and $0.1 million, respectively, and for the six months ended June 30, 2022 and 2021 of $0.6
million and $0.1 million, respectively.
|
|
| |
Successor
|
| |
Predecessor
|
||||||
($ in thousands)
|
| |
Year ended
December 31,
2021
|
| |
Period from
June 11, 2020
to December 31,
2020
|
| |
Period from
January 1, 2020
to June 10,
2020
|
| |
Year ended
December 31,
2019
|
Reconciliation of
net income (loss) to adjusted EBITDA
|
| |
|
| |
|
| |
|
| |
|
Net income (loss)
|
| |
$5,064
|
| |
$(10,959)
|
| |
$(2,114)
|
| |
$7,706
|
Interest expense (income), net
|
| |
18,698
|
| |
15,082
|
| |
(277)
|
| |
(386)
|
Income tax provision (benefit)
|
| |
1,236
|
| |
(1,958)
|
| |
(615)
|
| |
2,441
|
Depreciation and amortization
|
| |
43,234
|
| |
17,639
|
| |
10,642
|
| |
27,412
|
Transaction-related costs (1)
|
| |
3,854
|
| |
6,453
|
| |
691
|
| |
—
|
Litigation related costs (2)
|
| |
1,913
|
| |
70
|
| |
902
|
| |
3,342
|
Stock-based compensation expense
|
| |
2,485
|
| |
916
|
| |
343
|
| |
6,780
|
Management fees (3)
|
| |
728
|
| |
444
|
| |
386
|
| |
662
|
Purchase accounting adjustment (4)
|
| |
900
|
| |
8,194
|
| |
—
|
| |
—
|
Other expenses (income) (5)
|
| |
(1,058)
|
| |
(148)
|
| |
4,966
|
| |
2,496
|
Adjusted EBITDA
|
| |
$77,054
|
| |
$35,733
|
| |
$14,924
|
| |
$50,453
|
(1)
|
Transaction related costs incurred during the year ended December 31, 2021 consist of legal, tax, accounting, consulting, and
other professional fees related to the Merger with Tiga and other potential acquisitions, that are non-recurring in nature. Transaction related costs incurred during the combined 2020 Successor and Predecessor period consist of legal,
tax, accounting, consulting, and other professional fees related to SVH's indirect acquisition of Grindr from Kunlun in June 2020.
|
(2)
|
For the year ended December 31, 2021, litigation related costs primarily represent external legal fees associated with the
outstanding litigation or regulatory matters such as the potential Datatilsynet fine or the CFIUS review of the Business Combination, which are unrelated to Grindr’s core ongoing business operations. For the combined 2020 Successor and
Predecessor period and year ended December 31, 2020, litigation related costs primarily represent external legal fees associated with the outstanding litigation or regulatory matters such as the potential Multistate fine or the CFIUS
review of SVH's indirect acquisition of Grindr, which are unrelated to Grindr’s core ongoing business operations.
|
(3)
|
Management fees represent administrative costs associated with SVH's administrative role in managing financial relationships
and providing directive on strategic and operational decisions, which will not continue after the closing of the Merger with Tiga.
|
(4)
|
Purchase accounting adjustment includes the effects of the purchase accounting adjustment related to deferred revenue
resulting from the June 10, 2020 acquisition.
|
(5)
|
For the year ended December 31, 2021, other expenses (income) primarily represents costs incurred from reorganization events
that are unrelated to Grindr's core ongoing business operations, including severance and employment related costs of $0.5 million offset by PPP loan forgiveness income of $1.5 million. For the combined 2020 Successor and Predecessor
period, other expenses (income) primarily represents a one-time settlement of $5.5 million related to the outstanding incentive units that were settled upon SVH's indirect acquisition of Grindr. For year ended December 31, 2019, other
expenses (income) primarily represents public readiness preparation costs of $1.4 million, as well as restructuring costs of $0.6 million that are unrelated to Grindr's core ongoing business operations.
|
|
| |
Successor
|
| |
Predecessor
|
||||||
($ in thousands)
|
| |
Year ended
December 31, 2021
|
| |
Period from
June 11, 2020 to
December 31, 2020
|
| |
Period from
January 1, 2020 to
June 10, 2020
|
| |
Year ended
December 31, 2019
|
Cash and cash equivalents, including restricted cash (as of
the end of period)
|
| |
$17,170
|
| |
$42,786
|
| |
$66,454
|
| |
$47,950
|
Net cash provided by (used in):
|
| |
|
| |
|
| |
|
| |
|
Operating activities
|
| |
34,430
|
| |
9,602
|
| |
16,456
|
| |
37,973
|
Investing activities
|
| |
(3,797)
|
| |
(264,991)
|
| |
534
|
| |
(4,684)
|
Financing activities
|
| |
(56,249)
|
| |
298,175
|
| |
1,514
|
| |
—
|
Net change in cash and cash equivalents
|
| |
$(25,616)
|
| |
$42,786
|
| |
$18,504
|
| |
$33,289
|
($ in thousands)
|
| |
Six Months
Ended
June 30, 2022
|
| |
Six Months
Ended
June 30, 2021
|
Cash, and cash equivalents, including restricted cash (as of the end of period)
|
| |
$26,940
|
| |
$42,190
|
Net cash provided by (used in):
|
| |
|
| |
|
Operating activities
|
| |
27,836
|
| |
3,579
|
Investing activities
|
| |
(2,176)
|
| |
(1,295)
|
Financing activities
|
| |
(15,890)
|
| |
(2,880)
|
Net change in cash and cash equivalents
|
| |
9,770
|
| |
(596)
|
Name
|
| |
Age
|
| |
Position
|
Executive Officers
|
| |
|
| |
|
George Arison
|
| |
44
|
| |
Chief Executive Officer, Director nominee
|
Vandana Mehta-Krantz
|
| |
54
|
| |
Chief Financial Officer
|
Austin “AJ” Balance
|
| |
35
|
| |
Chief Product Officer
|
Non-Employee Directors
|
| |
|
| |
|
G. Raymond Zage, III
|
| |
52
|
| |
Director nominee
|
James Fu Bin Lu
|
| |
40
|
| |
Chairperson, Director nominee
|
J. Michael Gearon, Jr.
|
| |
57
|
| |
Director nominee
|
Daniel Brooks Baer
|
| |
45
|
| |
Director nominee
|
Meghan Stabler
|
| |
58
|
| |
Director nominee
|
Gary I. Horowitz
|
| |
65
|
| |
Director nominee
|
Maggie Lower
|
| |
46
|
| |
Director nominee
|
Nathan Richardson
|
| |
51
|
| |
Director nominee
|
•
|
appointing, compensating, retaining, evaluating, terminating and overseeing New Grindr’s independent registered public
accounting firm;
|
•
|
discussing with New Grindr’s independent registered public accounting firm their independence from management;
|
•
|
reviewing with New Grindr’s independent registered public accounting firm the scope and results of their audit;
|
•
|
pre-approving all audit and permissible non-audit services to be performed by New Grindr’s independent registered public
accounting firm;
|
•
|
overseeing the financial reporting process and discussing with management and New Grindr’s independent registered public
accounting firm the interim and annual financial statements that New Grindr’s files with the SEC;
|
•
|
reviewing and monitoring New Grindr’s accounting principles, accounting policies, financial and accounting controls and
compliance with legal and regulatory requirements; and
|
•
|
establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal
controls or auditing matters.
|
•
|
reviewing, overseeing, modifying and approving the overall compensation strategy and policies for New Grindr;
|
•
|
reviewing and approving the compensation of the Chief Executive Officer;
|
•
|
making recommendations to the New Grindr Board regarding the compensation of New Grindr’s senior management and directors;
|
•
|
appointing and overseeing any compensation consultants;
|
•
|
reviewing and approving or making recommendations to the New Grindr Board regarding New Grindr’s incentive compensation and
equity-based plans and arrangements; and
|
•
|
reviewing and establishing appropriate insurance coverage for New Grindr’s directors and officers.
|
•
|
identifying individuals qualified to become new board of directors members, consistent with criteria approved by the board of
directors;
|
•
|
identifying members of the board of directors qualified to fill vacancies on any board of directors committee and recommending
that the board of directors appoint the identified member or members to the applicable committee;
|
•
|
reviewing and recommending to the New Grindr Board the compensation program for the New Grindr Board’s non-executive directors;
|
•
|
reviewing and recommending to the board of directors corporate governance principles applicable to New Grindr;
|
•
|
overseeing the evaluation and performance of the New Grindr Board and management;
|
•
|
reviewing and overseeing compliance with New Grindr’s policies applicable to directors, including, among other things, the Code
of Business Conduct and Ethics, Related Persons Transaction Policy, Non-Employee Director Compensation Policy;
|
•
|
overseeing legal, regulatory and public policy matters material to New Grindr, particularly with respect to matters that could
have a significant reputational impact on New Grindr; and
|
•
|
handling such other matters that are specifically delegated to the committee by the New Grindr Board from time to time.
|
•
|
for any transaction from which the director derives an improper personal benefit;
|
•
|
for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
•
|
for any unlawful payment of dividends or redemption of shares; or
|
•
|
for any breach of a director’s duty of loyalty to the corporation or its shareholders.
|
•
|
Jeffrey C. Bonforte, Chief Executive Officer;
|
•
|
Gary C. Hsueh, Chief Financial Officer; and
|
•
|
Austin “AJ” Balance, Chief Product Officer.
|
Name and Principal Position
|
| |
Year
|
| |
Salary ($)(1)
|
| |
Bonus ($)(2)
|
| |
Option Awards
($)(3)
|
| |
Total ($)
|
Jeffrey C. Bonforte
Chief Executive Officer
|
| |
2021
|
| |
375,000
|
| |
—
|
| |
—
|
| |
375,000
|
Gary C. Hsueh
Chief Financial Officer
|
| |
2021
|
| |
370,833
|
| |
—
|
| |
—
|
| |
370,833
|
Austin “AJ” Balance
Chief Product Officer
|
| |
2021
|
| |
28,409
|
| |
25,000
|
| |
1,767,000
|
| |
1,820,409
|
(1)
|
Represent amounts earned during the year ended December 31, 2021, whether or not paid in 2021.
|
(2)
|
Represents the sign-on bonus Mr. Balance earned in 2021 pursuant to the terms of his offer letter from us, as described under
the subsection entitled “—Executive Compensation Arrangements—Austin “AJ” Balance.”
|
(3)
|
The amount reported in this column does not reflect the amount actually received by Mr. Balance. Instead, the amount reflects
the aggregate grant date fair value of the option award granted to Mr. Balance during 2021, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718. As required by SEC rules, the amount
shown excludes the impact of estimated forfeitures related to service-based vesting conditions. Please see Note 15 to Grindr’s audited financial statements for the year ended December 31, 2021 included elsewhere in the proxy
statement/prospectus for additional information.
|
Name
|
| |
Grant
Date
|
| |
Vesting
Commencement
Date
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
| |
Option
Exercise Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
Units That
Have Not
Vested
|
| |
Market
Value of
Units That
Have Not
Vested
|
Jeffrey C. Bonforte(1)
|
| |
6/10/2020
|
| |
12/31/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
861,327
|
| |
$3,875,972
|
Gary C. Hsueh(1)
|
| |
6/10/2020
|
| |
12/31/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
861,327
|
| |
$3,875,972
|
Austin “AJ” Balance(2)
|
| |
12/07/2021
|
| |
12/03/2022
|
| |
300,000
|
| |
5.89
|
| |
12/07/2028
|
| |
—
|
| |
—
|
(1)
|
Represents Series P profit units (“Series P Units”) granted by SVE to
Catapult Goliath LLC (“Catapult Goliath”) on June 10, 2020, and indirectly owned by Messrs. Bonforte and Hsueh through their respective ownership interests in Catapult Goliath, in
exchange for providing service to the Company under a consulting agreement between SVE and Catapult Goliath through December 31, 2023. The vesting requirements for the Series P Units consist of requisite service under the consulting
agreement through December 31, 2023 and four performance-based vesting targets as follows: (1) 20% will vest if SVE determines that Catapult Goliath has addressed certain critical issues as described in the grant agreement by December
31, 2020 (which SVE determined had been addressed by Catapult Goliath prior to such date), and (2) 20%, 30%, and 30% will vest if EBITDA for Grindr reached a certain level for the each of the years ending December 31,
|
(2)
|
The option award was granted with a per share exercise price equal to the fair market value of one share of Grindr’s Series X
Ordinary Units on the date of grant, as determined in good faith by Grindr’s board of managers, and vests as to 25% of the Grindr Series X Ordinary Units subject thereto on the first anniversary of the grant date, and 6.25% of the Grindr
Series X Ordinary Units subject thereto will vest each quarter thereafter, subject to Mr. Balance’s continued service to us through each vesting date. The exercise price and number of our Series X Ordinary Units subject to Mr. Balance’s
option, reflect the actual exercise price and number of units, respectively, as of December 31, 2021. As described in the section entitled “Consideration – Treatment of Grindr Options” in the
Business Combination Proposal above, the exercise price and number of units subject to Mr. Balance’s option will be adjusted to reflect the Business Combination.
|
Name
|
| |
Fees Earned or Paid in Cash ($)
|
| |
All Other Compensation ($)
|
| |
Total ($)
|
James Lu(1)
|
| |
350,000
|
| |
—
|
| |
350,000
|
J. Michael Gearon, Jr
|
| |
—
|
| |
—
|
| |
—
|
Sam Yagan
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
In June 2020, Grindr entered into a director services agreement with James Lu. The agreement entitles Mr. Lu to an annual fee of
$350,000, to be paid on a quarterly basis, for the services he provides as a director to Grindr.
|
•
|
the historical unaudited financial statements of Tiga as of and for the three and six months ended June 30, 2022 and the
historical audited financial statements of Tiga as of and for the year ended December 31, 2021;
|
•
|
the historical unaudited condensed consolidated financial statements of Grindr as of and for the three and six months ended
June 30, 2022 and the historical audited consolidated financial statements of Grindr as of and for the year ended December 31, 2021; and
|
•
|
other information relating to Tiga and Grindr included in this proxy statement/prospectus, including the Merger Agreement and
the description of certain terms thereof set forth under the section entitled “Proposal No. 1—The Business Combination Proposal.”
|
•
|
the cancellation and exchange of all 111,087,545 issued and outstanding Grindr ordinary units into 156,223,962 156,223,962 or
158,983,490 shares of New Grindr Common Stock in the no redemptions, 50% redemptions and maximum redemptions scenarios, respectively, as adjusted by the Exchange Ratio,
|
•
|
the capital distribution of $128.3 million, $128.3 million and $100.0 million to former Grindr unitholders in the no
redemptions, 50% redemptions and maximum redemptions scenarios, respectively, and
|
•
|
the cancellation and exchange of all 2,493,635 granted and outstanding vested and unvested Grindr Options into 3,947,439,
3,947,439, and 4,017,166 New Grindr Options exercisable for shares of New Grindr Common Stock with the same terms and vesting conditions, each of which adjusted by the Exchange Ratio in the no redemptions, 50% redemptions, and maximum
redemptions scenarios, respectively. Unvested Grindr Options will not accelerate nor vest upon the consummation of the Business Combination.
|
•
|
the filing and effectiveness of our amended and restated certificate of incorporation and the effectiveness of our amended and
restated bylaws, each of which will occur immediately prior to the Effective Time;
|
•
|
the sale and issuance of 10,000,000 shares of New Grindr Common Stock to Tiga Sponsor or its assignee pursuant to the A&R
Forward Purchase Agreement at $10.00 per share.
|
•
|
For each share issued under the A&R Forward Purchase Agreement, the forward purchaser receives 0.50 redeemable warrants.
|
•
|
Upon the issuance of the 10,000,000 shares of New Grindr Common Stock in connection with the A&R Forward Purchase
Agreement, 5,000,000 redeemable warrants will be issued with the same terms and exercise prices as the existing public warrants.
|
•
|
The Forward Purchase Commitment is expected to be fully exercised under the minimum redemptions, 50% redemptions and maximum
redemptions scenarios;
|
•
|
the estimated $29.7 million cash settlement of the shareholder loan agreement with Catapult GP II, an investor in Grindr, which
is expected to occur subsequent to the latest balance sheet date and before the closing of the Business Combination;
|
•
|
The extinguishment of Grindr’s historical long-term debt with a principal balance of $199.2 million and a carrying value of
$195.7 million.
|
•
|
The issuance of new term loan facilities in connection with the Business Combination shown below (“New Debt”). New Debt
proceeds are estimated based on advanced discussions with lenders that are subject to change based on changes in redemptions or distributions.
|
•
|
In the minimum redemptions scenario, a $200.0 million facility, net of $1.5 million in fees, bearing interest at the secured
overnight financing rate (“SOFR”) plus 6.5% to mature in 5 years.
|
•
|
In the 50% redemptions scenario, a $250.0 million facility, net of $2.0 million in fees, bearing interest at SOFR + 6.5% to
mature in 5 years.
|
•
|
In the maximum redemptions scenario, a $250.0 million facility, net of $2.0 million in fees, bearing interest at SOFR + 6.5% to
mature in 5 years and an additional $120.0 million facility, net of $2.5 million in fees, bearing interest at SOFR + 4.2%, to mature in 18 months, with half of the principal being due within one year and the remaining principal becoming
due upon maturity.
|
•
|
In connection with the acquisition of Grindr in 2020 the San Vicente Entities as of June 30, 2022, had or have a cash
obligation to pay $155.0 million on June 20, 2023 to Kunlun. This obligation is recorded by the San Vicente Entities at the present value of these payments due in the future (“Deferred Payment”).
The Deferred Payment is recorded as a liability by San Vicente Acquisition and in connection with the SV Consolidation would be contributed to Grindr as an adjustment to equity. For further information on the Deferred Payment refer to
Note 3 of Grindr’s historical audited financial statements for the year ended December 31, 2021, included elsewhere in this proxy statement/prospectus.
|
•
|
To reflect the effects of the SV Consolidation, the balance sheet presented in the Unaudited Pro Forma Combined Financial
Information reflects the Deferred Payment as a liability balance, as well as other asset and liability adjustments to reflect Grindr’s assumption of the San Vicente Entities’ historical bases of net assets as though the SV Consolidation
occurred on June 30, 2022. To reflect the effects of the SV Consolidation, the historical income statement periods presented in the Unaudited Pro Forma Combined Financial Information reflect the interest expense and related tax effects
associated with the Deferred Payment as though the SV Consolidation occurred on January 1, 2021.
|
•
|
In connection with the Business Combination, the Deferred Payment will be repaid and extinguished. The pro forma historical
interest expense of the Deferred Payment is then removed and a loss on extinguishment reflecting the difference in the carrying value as of the latest Balance Sheet Date versus the settlement value is recognized.
|
•
|
The period of time between the completion of the SV Consolidation and the Closing of the Business Combination is expected to
be within several days of each other.
|
•
|
Grindr unitholders will have a relative majority of the voting power of New Grindr;
|
•
|
Grindr unitholders will have the ability to nominate the majority of the members of the board of directors;
|
•
|
Grindr senior management will comprise the senior management roles of New Grindr and be responsible for the day-to-day
operations
|
•
|
The relative size of Grindr is significantly larger compared to Tiga;
|
•
|
New Grindr will assume the Grindr name; and
|
•
|
The intended strategy and operations of New Grindr will continue Grindr’s current strategy and operations in the
post-combination company.
|
•
|
Assuming No Redemptions - Assuming that no public shareholders of Tiga exercise
redemption rights with respect to their public shares for a pro rata share of the funds in the trust account.
|
•
|
Assuming 50% Redemptions - Assuming that Tiga shareholders holding 13.8 million of the
public shares will exercise their redemption rights for their pro rata share (approximately $10.40 per share) of the funds in the trust account. This scenario gives effect to public share redemptions for aggregate redemption payments of
$143.5 million using a per share redemption price of $10.40 per share.
|
•
|
Assuming Maximum Redemptions - Assuming that Tiga shareholders holding 27.6 million of
the public shares will exercise their redemption rights for their pro rata share (approximately $10.40 per share) of the funds in the trust account. This scenario gives effect to public share redemptions for aggregate redemption payments
of $287.0 million using a per share redemption price of $10.40 per share. The Merger Agreement
|
|
| |
Share Ownership in New Grindr
|
|||||||||||||||
|
| |
Pro Forma Combined
(Assuming No Redemptions)
|
| |
Pro Forma Combined
(Assuming 50% Redemptions)(7)
|
| |
Pro Forma Combined
(Assuming Maximum Redemptions)(7)
|
|||||||||
|
| |
Number of
Shares
|
| |
%
Ownership
|
| |
Number of
Shares
|
| |
%
Ownership
|
| |
Number of
Shares
|
| |
%
Ownership
|
Sponsor and certain affiliates(1)(2)
|
| |
6,900,000
|
| |
3.4%
|
| |
6,900,000
|
| |
3.7%
|
| |
6,900,000
|
| |
3.9%
|
Public Shareholders(3)
|
| |
27,600,000
|
| |
13.8%
|
| |
13,800,000
|
| |
7.4%
|
| |
—
|
| |
0.0%
|
Forward Purchase Investors(4)
|
| |
10,000,000
|
| |
5.0%
|
| |
10,000,000
|
| |
5.3%
|
| |
10,000,000
|
| |
5.7%
|
Former Grindr unitholders(5)(6)
|
| |
156,223,962
|
| |
77.8%
|
| |
156,223,962
|
| |
83.6%
|
| |
158,983,490
|
| |
90.4%
|
Total
|
| |
200,723,962
|
| |
100.0%
|
| |
186,923,962
|
| |
100.0%
|
| |
175,883,490
|
| |
100.0%
|
(1)
|
Reflects 6,840,000 of founder shares held by Tiga’s Sponsor and 60,000 founder shares held by independent directors that will
convert into New Grindr Common Stock.
|
(2)
|
Excludes 18,560,000 of private placement warrants as the warrants are not expected to be in the money at Closing. Excludes
1,680,000 of private placement warrants available to be issued in the event the $1.7 million related party note disclosed in Tiga’s historical financial statements is converted to warrants upon Closing. The loan is expected to be repaid
in cash in connection with the Closing as the conversion price is approximately 150% higher than the value of the warrants as of June 30, 2022.
|
(3)
|
Excludes 13,800,000 public warrants as the warrants are not expected to be in the money at Closing.
|
(4)
|
Reflects the sale and issuance of 10,000,000 shares of New Grindr Common Stock to certain investors (including the Sponsor
and its Affiliates) through the A&R Forward Purchase Agreement at $10.00 per share and excludes the additional 5,000,000 redeemable warrants that will be issued in connection with the 10,000,000 shares of New Grindr Common Stock. We
expect that prior to Closing, the Sponsor will assign its obligations under the Backstop Commitment and the Forward Purchase Commitment to San Vicente Parent LLC. We further expect that San Vicente Parent LLC will satisfy its
obligations under the A&R Forward Purchase Agreement. As part of the SV Consolidation, San Vicente Parent LLC will merge into Grindr and Grindr will assume the rights and all remaining obligations of San Vicente Parent LLC under the
A&R Forward Purchase Agreement, and be entitled to receive the shares of New Grindr Common Stock and redeemable warrants issuable thereunder.
|
(5)
|
Excludes 3,947,439, 3,947,439, and 4,017,166 shares of New Grindr Common Stock to be issued to the former Grindr unitholders for
their historical option awards which will be converted at the same Exchange Ratio in the no redemptions, 50% redemptions, and maximum redemptions scenarios, respectively. In the no redemptions, 50% redemptions and maximum redemptions
scenarios, respectively, the former Grindr unitholders figures include 6,514,692, 6,514,692 and 6,511,512 shares of New Grindr Common Stock associated with the Series P share based compensation units described in “Beneficial Ownership of Securities”.
|
(6)
|
Reflects distributions to former Grindr unitholders of $287.8 million, $287.8 million and $259.5 million in the no redemptions,
50% redemptions and maximum redemptions scenarios, respectively. Of that amount, $155.0 million is to be used to extinguish the remaining Deferred Payment as defined in “Unaudited Pro Forma Combined
Financial Information” These distributions in all of the redemption scenarios include $4.5 million of unpaid distribution accrued for on the Grindr historical balance sheet. These distributions combined with the $78.8 million
June 2022 distribution paid as disclosed in Note 9 of Grindr’s historical unaudited financial statements make up the total distribution as referenced in the Merger Agreement of $366.6 million, $366.6 million, and $338.3 million dividend
in the no redemptions, 50% redemptions and maximum redemptions scenarios, respectively.
|
(7)
|
Assumes 50% redemptions of 13,800,000 public Class A ordinary shares and maximum redemptions of 27,600,000 public Class A
ordinary shares in connection with the transaction at approximately $10.40 per share based on Trust Account figures as of June 30, 2022 in the 50% redemptions and maximum redemptions scenarios, respectively.
|
|
| |
|
| |
|
| |
|
| |
|
| |
Assuming
No Redemptions
|
| |
Assuming
50% Redemptions
|
| |
Assuming
Maximum Redemptions
|
||||||||||||||||||
|
| |
Tiga
(Historical)
|
| |
Grindr
(Historical)
|
| |
SV
Consolidation
|
| |
|
| |
Transaction
Accounting
Adjustments
|
| |
|
| |
Pro Forma
Combined
|
| |
Transaction
Accounting
Adjustments
|
| |
|
| |
Pro Forma
Combined
|
| |
Transaction
Accounting
Adjustments
|
| |
|
| |
Pro Forma
Combined
|
Assets
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Current assets:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$166
|
| |
$25,548
|
| |
$—
|
| |
|
| |
$201,500
|
| |
(2)
|
| |
$113,216
|
| |
$252,000
|
| |
(2)
|
| |
$19,696
|
| |
$374,500
|
| |
(2)
|
| |
$26,476
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
(1,500)
|
| |
(3)
|
| |
|
| |
(2,000)
|
| |
(3)
|
| |
|
| |
(4,500)
|
| |
(3)
|
| |
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
(203,184)
|
| |
(4)
|
| |
|
| |
(203,184)
|
| |
(4)
|
| |
|
| |
(203,184)
|
| |
(4)
|
| |
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
287,543
|
| |
(5)
|
| |
|
| |
287,543
|
| |
(5)
|
| |
|
| |
287,543
|
| |
(5)
|
| |
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
(29,097)
|
| |
(6)
|
| |
|
| |
(29,097)
|
| |
(6)
|
| |
|
| |
(27,097)
|
| |
(6)
|
| |
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
(9,660)
|
| |
(7)
|
| |
|
| |
(9,660)
|
| |
(7)
|
| |
|
| |
(9,660)
|
| |
(7)
|
| |
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
100,000
|
| |
(8)
|
| |
|
| |
100,000
|
| |
(8)
|
| |
|
| |
100,000
|
| |
(8)
|
| |
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
(132,800)
|
| |
(9)
|
| |
|
| |
(132,800)
|
| |
(9)
|
| |
|
| |
(104,500)
|
| |
(9)
|
| |
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
29,700
|
| |
(10)
|
| |
|
| |
29,700
|
| |
(10)
|
| |
|
| |
(287,040)
|
| |
(16)
|
| |
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
(155,000)
|
| |
(11)
|
| |
|
| |
(155,000)
|
| |
(11)
|
| |
|
| |
(155,000)
|
| |
(11)
|
| |
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
|
| |
(143,520)
|
| |
(16)
|
| |
|
| |
29,700
|
| |
(10)
|
| |
|
Accounts receivable, net of allowances
|
| |
—
|
| |
15,979
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
15,979
|
| |
—
|
| |
|
| |
15,979
|
| |
—
|
| |
|
| |
15,979
|
Prepaid expenses
|
| |
107
|
| |
3,460
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
3,567
|
| |
—
|
| |
|
| |
3,567
|
| |
—
|
| |
|
| |
3,567
|
Deferred charges
|
| |
—
|
| |
4,194
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
4,194
|
| |
—
|
| |
|
| |
4,194
|
| |
—
|
| |
|
| |
4,194
|
Other current assets
|
| |
—
|
| |
6,919
|
| |
—
|
| |
|
| |
(6,215)
|
| |
(6)
|
| |
704
|
| |
(6,215)
|
| |
(6)
|
| |
704
|
| |
(6,215)
|
| |
(6)
|
| |
704
|
Total current assets
|
| |
273
|
| |
56,100
|
| |
—
|
| |
|
| |
81,287
|
| |
|
| |
137,660
|
| |
(12,233)
|
| |
|
| |
44,140
|
| |
(5,453)
|
| |
|
| |
50,920
|
Restricted cash
|
| |
—
|
| |
1,392
|
| |