As filed with the Securities and Exchange Commission on October 6, 2022
Registration No. 333-264902
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TIGA ACQUISITION CORP.*
(Exact Name of Registrant as Specified in Its Charter)
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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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Ocean Financial Centre
Level 40, 10 Collyer Quay, Singapore 049315
Tel: +65 6808 6288
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
Maples Fiduciary Services (Delaware) Inc.
4001 Kennett Pike, Suite 302
Wilmington, Delaware, 19807
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
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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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Approximate date of commencement of proposed sale of the securities
to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the business combination described in the enclosed proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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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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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule
provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.
The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities
described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these
securities and it is not a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY—SUBJECT TO COMPLETION, DATED OCTOBER 6, 2022
PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF
TIGA ACQUISITION CORP.
(A CAYMAN ISLANDS EXEMPTED COMPANY)
PROSPECTUS FOR
223,143,717 SHARES OF COMMON STOCK
13,800,000 REDEEMABLE WARRANTS OF
TIGA ACQUISITION CORP.
(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE),
THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION, WHICH WILL BE
RENAMED “GRINDR INC.” IN
CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN
The board of directors of Tiga Acquisition Corp., a Cayman
Islands exempted company (“Tiga” and, after the Domestication as described below, “New Grindr”), has unanimously approved (1) the
domestication of Tiga as a Delaware corporation (the “Domestication”); (2) the merger of Tiga Merger Sub LLC (“Merger Sub I”),
a Delaware limited liability company and a direct, wholly owned subsidiary of Tiga, with and into Grindr Group LLC (“Grindr”), a Delaware limited liability company (the “First Merger”), with Grindr surviving the First Merger as a wholly owned subsidiary of Tiga (Grindr, in its capacity as the surviving company of the First Merger, is sometimes referred to
herein as the “Surviving Company”), 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 Tiga
Merger Sub II LLC (“Merger Sub II”), a Delaware limited liability company and a direct wholly-owned subsidiary of Tiga (the “Second Merger”
and, together with the First Merger, the “Mergers” and, collectively with the Domestication, the “Business Combination”), with Merger
Sub II being the surviving entity of the Second Merger, pursuant to the terms of the Agreement and Plan of Merger, dated as of May 9, 2022, by and among Tiga, Merger Sub I and Grindr, attached to this proxy statement/prospectus as Annex A, 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, attached to this proxy statement/prospectus as Annex A-1 (collectively, the “Merger Agreement”), as more fully described elsewhere in this proxy statement/prospectus; and (3) the other transactions contemplated by the Merger Agreement and documents related thereto. In
connection with the Business Combination, Tiga will change its name to “Grindr Inc.”
As a result of and upon the effective time of the Domestication,
among other things, (1) each then issued and outstanding Class A ordinary share, par value $0.0001 per share, of Tiga (the “Tiga Class A Ordinary Shares”), will convert automatically, on a one-for-one
basis, into a share of common stock, par value $0.0001 per share, of New Grindr (the “New Grindr Common Stock”); (2) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of
Tiga (the “Tiga Class B Ordinary Shares”) will convert automatically, on a one-for-one basis, into a share of New Grindr Common Stock; (3) each then issued and outstanding warrant of Tiga (the “Tiga Warrants”) will convert automatically into a warrant to acquire one share of New Grindr Common Stock (the “New Grindr Warrants”) pursuant to the Warrant Agreement,
dated November 23, 2020, between Tiga and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent; and (4) each then issued and outstanding unit of Tiga (the “Tiga Units”) will be separated and converted automatically into one share of New Grindr Common Stock and one-half of one New Grindr Warrant.
Accordingly, this proxy statement/prospectus covers (1) 27,600,000
shares of New Grindr Common Stock to be issued in the Domestication in exchange for Tiga Class A Ordinary Shares, (2) 191,514,336 shares of New Grindr Common Stock to be issued in connection with the First Merger to certain holders of units of
Grindr as of immediately prior to the consummation of the First Merger, 4,029,831 shares of New Grindr Common Stock that may be issued in connection with the First Merger to certain holders of Grindr’s equity awards (including options) to
purchase Grindr Series X Ordinary Units in the event such equity awards are exercised prior to the consummation of the First Merger and (4) 13,800,000 redeemable New Grindr Warrants to be issued in the Domestication in exchange for redeemable
Tiga Warrants.
The total number of shares of New Grindr Common Stock to be
received by Grindr’s members or reserved for issuance to holders of the options to purchase shares of New Grindr Common Stock (“New Grindr Options”) into which options to purchase Grindr
Series X Ordinary Units (“Grindr Options”) are converted, will be equal to (x) the quotient obtained by dividing (i) the sum of (a)
the Company Valuation (as defined in the Merger Agreement) plus (b) the aggregate exercise price of all in-the-money Grindr Options that are issued and outstanding immediately prior to
the Effective Time by (ii) $10.00; plus (y) the number of forward purchase shares and backstop shares received by Grindr or which Grindr is entitled to receive under the A&R Forward
Purchase Agreement (the “Aggregate Merger Stock Consideration”).
The total number of shares of New Grindr Common Stock to be
received by Grindr’s members or reserved for issuance to holders of the warrants to purchase shares of New Grindr Common Stock (“New Grindr Warrants”) into which warrants to purchase Grindr
Series X Ordinary Units (“Grindr Warrants”) are converted, will be equal to and on the same terms as the forward purchase warrants and backstop warrants received by Grindr or which Grindr
is entitled to receive under the A&R Forward Purchase Agreement (the “Aggregate Merger Warrant Consideration”).
As a result of and upon the Closing, among other things, each
outstanding Grindr Series X Ordinary Unit will be cancelled upon the effective time of the First Merger in exchange for the right to receive a number of shares of New Grindr Common Stock equal to the quotient obtained by dividing (x) the number
of shares of New Grindr Common Stock constituting the Aggregate Merger Stock Consideration by (y) the aggregate number of Grindr Series X Ordinary Units that are outstanding on a fully diluted basis as of immediately prior to the Effective Time
(as defined in the Merger Agreement) of the First Merger, determined in accordance with the terms of the Merger Agreement. 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 % 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, San Vicente Investments, Inc. 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.”
In addition, all Grindr Options and Grindr Warrants that are
outstanding as of immediately prior to the First Merger, will be converted into options and warrants to purchase shares of New Grindr Common Stock, respectively.
The Tiga Units, Tiga Class A Ordinary Shares and Tiga Warrants are
currently listed on the New York Stock Exchange (“NYSE”) under the symbols “TINV U,” “TINV” and “TINV WS,” respectively. Tiga will apply for listing, to be effective at the time of the Business
Combination, of New Grindr Common Stock and New Grindr Warrants on NYSE under the proposed symbols “GRND” and “GDR”, respectively. It is a condition of the consummation of the Business Combination described above that Tiga receives confirmation
from NYSE that the securities have been conditionally approved for listing on NYSE, but there can be no assurance such listing conditions will be met or that Tiga will obtain such confirmation from NYSE. If such listing conditions are not met or
if such confirmation is not obtained, the Business Combination described above will not be consummated unless the NYSE condition set forth in the Merger Agreement is waived by the applicable parties.
This proxy statement/prospectus provides shareholders of Tiga
with detailed information about the proposed business combination and other matters to be considered at the extraordinary general meeting of Tiga. We encourage you to read this entire document, including the Annexes and other documents referred
to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on
page 53 of this proxy statement/prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY
OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
This proxy statement/prospectus is dated , 2022, and
is first being mailed to Tiga’s shareholders on or about , 2022.
TIGA ACQUISITION CORP.
A Cayman Islands Exempted Company
Ocean Financial Centre
Level 40, 10 Collyer Quay Singapore 049315
Dear Tiga Acquisition Corp. Shareholders:
You are cordially invited to virtually attend the extraordinary
general meeting (the “extraordinary general meeting”) of Tiga Acquisition Corp., a Cayman Islands exempted company (“Tiga” and, after the Domestication, as
described below, “New Grindr”), at , on , 2022, via live webcast at , or at such other time, on such other date and at such other place to which the meeting may be adjourned. For purposes of the
articles of association of Tiga, the physical place of the meeting will be Milbank LLP, 55 Hudson Yards, New York, NY 10001.
At the extraordinary general meeting, Tiga shareholders will be
asked to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of May 9, 2022, by and among Tiga, Tiga Merger Sub LLC (“Merger Sub I”) and
Grindr Group LLC (“Grindr”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, 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, Tiga Merger Sub II LLC (“Merger Sub II”) and Grindr, a copy of which is attached to the accompanying proxy statement/prospectus as
Annex A-1 (collectively, the “Merger Agreement” and such proposal, the “Business Combination Proposal”). The Merger Agreement
provides for, among other things, following the Domestication of Tiga to Delaware as described below, the merger of Merger Sub I with and into Grindr (the “First Merger”), with
Grindr surviving the First Merger as a wholly owned subsidiary of New Grindr (Grindr, in its capacity as the surviving company of the First Merger, is sometimes referred to herein as the “Surviving
Company”), 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 (the “Second
Merger” and, together with the First Merger, the “Mergers”), 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 the accompanying proxy statement/prospectus.
As a condition to the consummation of the Mergers, the board of
directors of Tiga has unanimously approved a 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” and, together with the Mergers, the “Business Combination”). As described in this proxy statement/prospectus, you will be asked to
consider and vote upon a proposal to approve the Domestication (the “Domestication Proposal”). In connection with the consummation of the Business Combination, Tiga will change its name to “Grindr Inc.”
As a result of and upon the effective time of the Domestication,
(1) each then issued and outstanding Class A ordinary share, par value $0.0001 per share, of Tiga (the “Tiga Class A Ordinary Shares”), will convert automatically, on a one-for-one basis, into a share of
common stock, par value $0.0001 per share, of New Grindr (the “New Grindr Common Stock”), (2) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of Tiga (the “Class B Ordinary Shares”) will convert automatically, on a one-for-one basis, into a share of New Grindr Common Stock, (3) each then issued and outstanding warrant of Tiga will convert automatically into a
warrant to acquire one share of New Grindr Common Stock (the “New Grindr Warrants”) pursuant to the Warrant Agreement, dated November 23, 2022, between Tiga and Continental Stock Transfer & Trust
Company (“Continental”), as warrant agent, and (4) each then issued and outstanding unit of Tiga (the “Tiga Units”), will separate and convert automatically into
one share of New Grindr Common Stock and one-half of one New Grindr Warrant. As used herein, “public shares” shall mean the Tiga Class A Ordinary Shares (including those that underlie the Tiga Units) that
were registered pursuant to the Registration Statement on Form S-1 (333-249853) and the shares of New Grindr Common Stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication. For further details, see “Domestication Proposal.”
You will also be asked to consider and vote
upon (1) a proposal to approve and adopt the proposed certificate of incorporation and bylaws of New Grindr (the “Organizational Documents Proposal”), (2) proposals
to approve, on a non-binding advisory basis, certain material differences between Tiga’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman
Constitutional Documents”) and the proposed certificate of incorporation and bylaws of New Grindr, presented separately in accordance with the United States Securities and Exchange Commission requirements (the “Governance Proposal”), (3) a proposal to elect ten directors who, upon consummation of the Business
Combination, will be the directors of New Grindr (the “Director Election Proposal”), (4) a proposal to approve for the purposes of complying with the applicable provisions of Section 312.03 of the NYSE
Listed Company Manual, the issuance of New Grindr Common Stock to (a) the Forward Purchase Investors, pursuant to the Backstop Commitment and the Forward Purchase Commitment (each as defined in the accompanying proxy statement/prospectus) and
(b) Grindr’s members pursuant to the Merger Agreement (the “Stock Issuance Proposal") and (5) a proposal to approve the adjournment
of 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 the approval of one or more of the foregoing proposals at the
extraordinary general meeting (the “Adjournment Proposal”). The transactions contemplated by the Merger Agreement will be
consummated only if the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal and the Stock Issuance Proposal (collectively the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. The Director Election Proposal is cross-conditioned on the approval of the others. The Adjournment Proposal is not conditioned upon the
approval of any other proposal set forth in the accompanying proxy statement/prospectus. The Governance Proposal is constituted of non-binding advisory proposals. Each of these proposals is more fully described in the accompanying proxy
statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.
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 Options into which Grindr options are converted will be equal to (x) the quotient obtained by dividing (i) the
sum of (a) the Company Valuation (as defined in the Merger Agreement) plus (b) the aggregate exercise price of all in-the-money Grindr options that are issued and outstanding immediately
prior to the Effective Time by (ii) $10.00; plus (y) the number of forward purchase shares and backstop shares received by Grindr or which Grindr is entitled to receive under the A&R
Forward Purchase Agreement (the “Aggregate Merger Stock Consideration”).
The total number of shares of New Grindr Common Stock to be
received by Grindr’s members or reserved for issuance pursuant to New Grindr Warrants into which Grindr Warrants are converted will be equal to and on the same terms as the forward purchase warrants and backstop warrants received by Grindr or
which Grindr is entitled to receive under the A&R Forward Purchase Agreement (the “Aggregate Merger Warrant Consideration”).
As a result of and upon the Closing, among other things, each
outstanding Grindr Series X Ordinary Unit will be cancelled upon the effective time of the First Merger in exchange for the right to receive a number of shares of New Grindr Common Stock equal to the quotient obtained by dividing (x) the number
of shares of New Grindr Common Stock constituting the Aggregate Merger Stock Consideration by (y) the aggregate number of Grindr Series X Ordinary Units that are outstanding on a fully diluted basis as of immediately prior to the Effective
Time, determined in accordance with the terms of the Merger Agreement.
In addition, all options and warrants to purchase Grindr Series X
Ordinary Units that are outstanding as of immediately prior to the First Merger, will be converted into options and warrants to purchase shares of New Grindr Common Stock, respectively.
In connection with the Business Combination, certain related
agreements have been, or will be, entered into on or prior to the date of the closing of the Business Combination (the “Closing Date”), including (i) the A&R Registration Rights Agreement, (ii) the
A&R Forward Purchase Agreement, (iii) the Unitholder Support Agreement and (iv) the Transaction Support Agreement. For additional information, see “Business Combination Proposal – Related Agreements” in
the accompanying proxy statement/prospectus.
Pursuant to the Cayman Constitutional Documents, any holder of
public shares (a “public shareholder”), excluding shares held by Tiga Sponsor LLC, a Delaware limited liability company and shareholder of Tiga (the “Sponsor”), and
certain related parties, may request that Tiga redeem all or a portion of such shareholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares
and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the
underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem
their public shares even if they vote “for” the Business Combination Proposal or any other Condition Precedent Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker
or bank. If the Business Combination is consummated, and if a public shareholder
properly exercises its right to redeem all or a portion of the public shares that it
holds and timely delivers its shares to Continental, Tiga’s transfer agent, New Grindr will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of
our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of August 31, 2022, this would
have amounted to approximately $10.44 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares.
The redemption takes place following the Domestication and, accordingly, it is shares of New Grindr Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary
General Meeting of Tiga - Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with
any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to
redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor and each director of Tiga have agreed to, among other
things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the completion of the Business Combination with respect to any ordinary shares held by them. The
Class B Ordinary Shares held by the Sponsor and such other persons will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor and
Tiga’s independent directors, collectively, own 20% of the issued and outstanding ordinary shares.
The Merger Agreement provides that the obligations of Grindr to
consummate the Mergers are conditioned on, among other things, that as of the Closing, the (a) amount of cash available in the trust account, after deducting the amount required to satisfy Tiga’s obligations to its shareholders (if any) that
exercise their rights to redeem their public shares pursuant to the Cayman Constitutional Documents (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of Tiga
(including transaction expenses incurred, accrued, paid or payable by Tiga’s affiliates on Tiga’s behalf), plus (b) the Backstop Commitment Amount and the Forward Purchase Commitment Amount (each as defined in the accompanying proxy
statement/prospectus) actually received by Tiga prior to or substantially concurrently with the Closing (as defined herein), is equal to at least $100.0 million. This condition is for the sole benefit of Grindr. If such condition is not met, and
such condition is not waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. The Merger Agreement also provides that the obligations of Tiga to
consummate the Mergers are conditioned on, among other things, that as of the Closing, the Backstop Commitment and the Forward Purchase Commitment shall have been consummated, where required. If such condition is not met, and such condition is
not waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will Tiga redeem
public shares in an amount that would cause New Grindr’s net tangible assets to be less than $5,000,001.
The Merger Agreement is also subject to the satisfaction or waiver
of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.
Tiga is providing the accompanying proxy statement/prospectus and
accompanying proxy card to Tiga’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary
general meeting, the Business Combination and other related business to be considered by Tiga’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus.
Whether or not you plan to attend the
extraordinary general meeting, all of Tiga’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully
consider the risk factors described in “Risk Factors” beginning on page 53 of this proxy
statement/prospectus.
After careful consideration, the board of directors of Tiga has
unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all
other proposals presented to Tiga’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Tiga, you should keep in mind that certain of Tiga’s directors
and officers, including, without limitation, Messers Zage and Gupta, have interests in the Business Combination that may be in addition to or conflict with your interests as a shareholder. See the section
entitled “Business Combination Proposal—Interests of Certain Persons in the Business Combination” in the accompanying proxy
statement/prospectus for a further discussion of these considerations.
The approval of each of the Domestication Proposal and
Organizational Documents Proposal requires the affirmative vote of holders of at least two-thirds of the Tiga Common Stock represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The
Business Combination Proposal, the Governance Proposal (which is constituted of non-binding advisory proposals), the Director Election Proposal, the Stock Issuance Proposal and the Adjournment Proposal require the affirmative vote of holders of a
majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are
represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that
your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.
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 the accompanying proxy statement/prospectus. The Governance Proposal is constituted of non-binding advisory proposals.
If you sign, date and return your proxy card without indicating how
you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the
extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An
abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. A broker non-vote will not be counted toward the quorum requirement and will not count as a vote cast at the
extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT
YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO TIGA’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY
EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY'S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN
THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION
RIGHTS.
On behalf of the Tiga Board, we would like to thank you for your
support and look forward to the successful completion of the Business Combination.
Sincerely,
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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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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY
OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated , 2022 and
is first being mailed to shareholders on or about , 2022.
TIGA ACQUISITION CORP.
A Cayman Islands Exempted Company
Ocean Financial Centre
Level 40, 10 Collyer Quay
Singapore 049315
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON , 2022
TO THE SHAREHOLDERS OF TIGA ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of Tiga Acquisition Corp., a Cayman Islands exempted company (“Tiga”), will be held at , on 2022, virtually via live webcast at
. For purposes of the articles of association of Tiga, the physical place of the meeting will be Milbank LLP, 55 Hudson Yards, New York, NY 10001. You are cordially invited to attend the extraordinary general meeting, which will be held for
the following purposes:
Proposal No. 1 - The Business Combination Proposal - to consider and vote upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of May 9, 2022, by and among Tiga, Tiga
Merger Sub LLC (“Merger Sub I”) and Grindr Group LLC (“Grindr”), a copy of which is attached to this proxy statement/prospectus as Annex A, 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, Tiga Merger Sub II LLC (“Merger Sub II”) and Grindr, a copy
of which is attached to this proxy statement/prospectus as Annex A-1 (collectively, the “Merger Agreement”).
The Merger Agreement provides for, among other things, the merger of Tiga Merger Sub II LLC (“Merger Sub II”) with and into Grindr (the “First Merger”), with Grindr surviving the First
Merger as a wholly owned subsidiary of Tiga (Grindr, in its capacity as the surviving company of the First Merger, is sometimes referred to herein as the “Surviving Company”), 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 (the “Second Merger” and, together with the First Merger, the “Mergers”), 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”);
Proposal No. 2 - The Domestication Proposal - to consider 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” and, together with the Mergers, the
“Business Combination”) (the “Domestication Proposal”);
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 Delaware General Corporation Law (the “DGCL”), which will be renamed “Grindr Inc.” in connection with the Business Combination (Tiga after the Domestication, including after such change of
name, is referred to herein as “New Grindr”) (the “Organizational Documents
Proposal”);
Proposal No. 4 - The Governance Proposal - to consider and vote upon on a proposal by ordinary resolution, on a non-binding advisory basis, certain material differences between Tiga’s Amended and Restated Memorandum and Articles of Association (as may be
amended from time to time, the “Cayman Constitutional Documents”) and the Proposed Certificate of Incorporation and Proposed Bylaws,
presented separately in accordance with the United States Securities and Exchange Commission requirements (the “Governance Proposal”);
Proposal No. 5 - The Director Election Proposal - to consider and vote upon a proposal by ordinary resolution of the holders of Class B ordinary shares to elect ten directors who, upon consummation of the Business Combination, will be the directors of New Grindr
(the “Director Elections Proposal”);
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 applicable provisions of Section 312.03 of the NYSE Listed Company Manual, the issuance of New Grindr
Common Stock to (a) the Tiga Sponsor LLC pursuant to the Backstop Commitment and the Forward Purchase Commitment and (b) Grindr’s members pursuant to the Merger Agreement (the “Stock
Issuance Proposal”); and
Proposal No. 7 - The Adjournment Proposal - to consider and vote upon a proposal to approve the adjournment of 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 the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”).
Each of Proposal No. 1 through 3 and 6 (the “Condition Precedent Proposals”) are cross-conditioned on the approval of the others. Proposal No. 5 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. Proposal No. 4 is constituted of non-binding advisory proposals.
These items of business are described in this proxy
statement/prospectus, which we encourage you to read carefully and in its entirety before voting.
Only holders of record of ordinary shares at the close of business
on , 2022 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.
This proxy statement/prospectus and accompanying proxy card is
being provided to Tiga’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to virtually attend the
extraordinary general meeting, all of Tiga 's shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the
risk factors described in “Risk Factors” beginning on page 53 of this proxy statement/prospectus.
After careful consideration, the board of
directors of Tiga has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business
Combination, and “FOR” all other proposals presented to Tiga’s shareholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Tiga, you should keep in mind that certain of
Tiga’s directors and officers, including without limitation, Messers. Zage and Gupta have interests in the Business Combination that may be in addition to or conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal—Interests of Certain Persons in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.
Pursuant to the Cayman Constitutional Documents, a holder of public
shares (as defined herein) (a “public shareholder”) may request of Tiga that New Grindr redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of
public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
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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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Holders must complete the procedures for electing
to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on , 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the
underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or
bank, holders must notify their broker or bank that they elect to separate the units
into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Tiga’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem public
shares regardless of how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank.
If the Business Combination is consummated, and if a public
shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Tiga’s transfer agent, New Grindr will redeem such public shares for a per-share price, payable
in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the
consummation of the Business Combination. For illustrative purposes, as of August 31, 2022, this would have amounted to approximately $10.44 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full,
then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of New Grindr Common Stock that will be redeemed promptly
after consummation of the Business Combination. See “Extraordinary General Meeting of Tiga—Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be
followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with
any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with
respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit
would not be redeemed for cash.
Tiga Sponsor LLC, a Delaware limited liability company and
shareholder of Tiga (the “Sponsor”), and each director of Tiga have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their
redemption rights with respect to their founder shares, forward purchase shares and backstop shares, if any, in connection with the completion of the Business Combination. The Class B Ordinary Shares held by the Sponsor and such other persons
will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor and Tiga’s independent directors, collectively, own 20% of the issued and
outstanding ordinary shares.
The Merger Agreement provides that the obligations of Grindr to
consummate the Mergers are conditioned on, among other things, that as of the Closing, the (a) amount of cash available in the trust account, after deducting the amount required to satisfy Tiga’s obligations to its shareholders (if any) that
exercise their rights to redeem their public shares pursuant to the Cayman Constitutional Documents (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of Tiga
(including transaction expenses incurred, accrued, paid or payable by Tiga’s affiliates on Tiga’s behalf), plus (b) the Backstop Commitment Amount and the Forward Purchase Commitment Amount (each as defined in the accompanying proxy
statement/prospectus) actually received by Tiga prior to or substantially concurrently with the Closing (as defined herein), is equal to at least $100.0 million. This condition is for the sole benefit of Grindr. If such condition is not met, and
such condition is not waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. The Merger Agreement also provides that the obligations of Tiga to
consummate the Mergers are conditioned on, among other things, that as of the Closing, the Backstop Commitment and the Forward Purchase Commitment shall have been consummated. If such condition is not met, and such condition is not waived under
the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will Tiga redeem public shares in
an amount that would cause New Grindr’s net tangible assets to be less than $5,000,001.
The Merger Agreement is also subject to the satisfaction or waiver
of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.
The approval of each of the Domestication Proposal and
Organizational Documents Proposals requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The
Business Combination Proposal, the
Governance Proposal (which is constituted of non-binding advisory proposals), the
Director Election Proposal, the Stock Issuance Proposal and the Adjournment Proposal require the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the
extraordinary general meeting.
Your vote is very important.
Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary
general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted
at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. 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 the accompanying proxy statement/prospectus. The Governance Proposal is constituted of non-binding advisory proposals.
If you sign, date and return your proxy card without indicating how
you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not virtually
attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted.
An abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. A broker non-vote will not be counted toward the quorum requirement and will not count as a vote cast at the
extraordinary general meeting. If you are a shareholder of record and you virtually attend the extraordinary general meeting and wish to vote virtually, you may withdraw your proxy and vote virtually.
Your attention is directed to the remainder of the proxy
statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged
to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein.
If you have any questions or need assistance voting your ordinary
shares, please contact Morrow Sodali, our proxy solicitor, by calling (800) 662-5200 (toll-free), or banks and brokers can call collect at (203) 658-9400 or by emailing tinv.info@investor.morrowsodali.com.
Thank you for your participation. We look forward to your continued
support.
By Order of the Board of Directors of Tiga Acquisition Corp., ,
2022
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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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TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT
YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO TIGA’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR
SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY'S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT
CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE
YOUR REDEMPTION RIGHTS.
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This proxy statement/prospectus includes estimates regarding market
and industry data and forecasts and projections, which are based on publicly available information, industry publications and surveys, reports from government agencies, reports by market participants and research firms and other independent
sources, as well as our own estimates, forecasts and projections based on our management’s knowledge of and experience in the market sectors in which we compete. The numbers of MAUs presented in this proxy statement/prospectus are based on
internal company data, and we use these numbers in managing our business. We believe that these numbers are reasonable estimates, and we take measures to improve their accuracy. See “Risk Factors—Risks Related to
Grindr’s Business—Risks Related to Grindr’s Brand, Products and Services, and Operations—We rely on certain key operating metrics that have not been independently verified to manage our business, we may periodically change our metrics, and real
or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.” In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future
performance are necessarily subject to uncertainty and risk due a variety of factors, including those described in the section entitled “Risk Factors.”
The sources of certain statistical data, estimates and forecasts
contained in this proxy statement/prospectus include the following independent industry publications or reports:
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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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•
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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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Certain monetary amounts, percentages and other figures included in
this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as
percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
This proxy statement/prospectus also contains trademarks, service
marks, copyrights and trade names of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, copyrights or trade names to imply a relationship with, or endorsement or
sponsorship of us by any other companies. Solely for convenience, our trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate,
in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.
1
Unless otherwise stated in this proxy statement/prospectus or the
context otherwise requires, references to:
“A&R Forward Purchase
Agreement” are to the second amended and restated forward purchase agreement entered into as of May 9, 2022, by and between Tiga and the Sponsor, attached hereto as Annex D;
“A&R Registration Rights Agreement” are to that certain amended and restated registration rights agreement, to be entered into at Closing by and among New Grindr, the Sponsor, the independent directors of Tiga and
certain former members of Grindr, in the form attached hereto as Annex E;
“Aggregate Merger Stock
Consideration” are to a number of shares of New Grindr Common Stock equal to (x) the quotient obtained by dividing (i) the sum of (a) the Grindr Valuation plus (b)
the aggregate exercise price of all in-the-money Grindr Options that are issued and outstanding immediately prior to the Effective Time by (ii) $10.00; plus (y) the number of forward
purchase shares and backstop shares received by Grindr or which Grindr is entitled to receive under the A&R Forward Purchase Agreement.
“Aggregate Merger
Warrant Consideration” are to a number of New Grindr Warrants equal to and on the same terms as the forward purchase warrants and backstop warrants received by Grindr or which Grindr is entitled to receive under the A&R
Forward Purchase Agreement.
“amended and restated memorandum
and articles of association” are to Tiga’s amended and restated memorandum and articles of association adopted on July 27, 2020;
“Adjusted ARPPU”
are to the Adjusted Average Direct Revenue per Paying User, which is calculated using 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;
“ARPU” are to Average Total
Revenue per User, which is calculated 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;
“ARPPU” are to the Average
Direct Revenue per Paying User, which is calculated 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;
“Available Closing Tiga Cash”
are to an amount equal to (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);
“Backstop Commitment” are
to the allocation of up to $50,000,000 of capital of the Forward Purchase Investors to subscribe for up to 5,000,000 backstop shares and up to 2,500,000 backstop warrants, in one or multiple private placements to close prior to or concurrently
with the Closing, for the Backstop Subscription Amount pursuant to the A&R Forward Purchase Agreement;
“backstop shares” are to
such number of shares of New Grindr Common Stock up to 5,000,000 New Grindr Common Stock to be subscribed by the Forward Purchase Investors pursuant to the Backstop Commitment on the terms of the A&R Forward Purchase Agreement;
“Backstop Subscription Amount”
are to the aggregate purchase price actually received by Tiga prior to or substantially concurrently with the closing of the Backstop Commitment;
“backstop warrants” are to
such number of New Grindr Warrants up to 2,500,000 New Grindr Warrants to be subscribed by the Forward Purchase Investors pursuant to the Backstop Commitment on the terms of the A&R Forward Purchase Agreement;
“Business Combination” are to
the Domestication together with the Merger;
“Closing” are to the
consummation of the Business Combination;
“Closing Date” are to the date
on which the Mergers are consummated;
“Code” are to the Internal
Revenue Code of 1986, as amended;
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“Companies Act” are to the
Companies Act (As Revised) of the Cayman Islands;
“completion window” are to
the period (ending on November 27, 2022) following the completion of the initial public offering at the end of which, if Tiga has not completed an initial business combination, it will 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);
“Company,” “we,” “us,” and “our” are to Tiga prior to its domestication as a corporation in the State of Delaware and to New Grindr after
its domestication as a corporation incorporated in the State of Delaware, including after its change of name to “Grindr Inc.”;
“Condition Precedent Proposals”
are to the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals and the Stock Issuance Proposal, collectively;
“COVID-19” are to
SARS-CoV-2 or COVID-19, any evolution or variations existing as of or following the date of the Merger Agreement, or any epidemics, pandemics or disease outbreaks;
“COVID-19 Measures” are to
any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other law, government order, action, directive, pronouncement, guidelines or recommendations by any governmental
authority (including the Centers for Disease Control and Prevention and the World Health Organization) in connection with, related to or in response to COVID-19, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security
Act and the Families First Coronavirus Response Act, or any changes thereto;
“Credit Agreement” are to
the credit agreement dated as of June 10, 2020 by and among Grindr GAP LLC, Grindr Capital LLC, Fortress Credit Corp. and other parties thereto, as amended by Amendment No. 1 to the Credit Agreement, dated as of February 25, 2021, and as further
amended by Amendment No. 2 to the Credit Agreement, dated as of June 13, 2022;
“DGCL” are to the Delaware
General Corporation Law, as amended;
“Effective Time” are to the
time at which the First Merger shall become effective in accordance with the terms of the Merger Agreement;
“Exchange Act” are to the
Securities Exchange Act of 1934, as amended;
“extraordinary general meeting”
are to the extraordinary general meeting of Tiga duly called by the Tiga Board and held for the purpose of considering and voting upon the proposals set forth in this proxy statement/prospectus;
“First Merger” are to the
merger of Merger Sub I with and into Grindr, with Grindr surviving the merger as a wholly owned subsidiary of Tiga;
“founder shares” are to
Tiga Class B ordinary shares, and shares of New Grindr Common Stock to be issued to the Sponsor and certain related parties in respect thereof in connection with the Domestication;
“Forward Purchase Commitment”
are to the purchase, on a private placement basis, of the forward purchase shares and the forward purchase warrants by the Forward Purchase Investors for the Forward Purchase Commitment Amount pursuant to the A&R Forward Purchase Agreement;
“Forward Purchase Commitment
Amount” are to the aggregate purchase price of $50,000,000 received by Tiga prior to or substantially concurrently with the closing of the Forward Purchase Commitment;
“Forward Purchase
Investors” are to those certain investors participating in the Backstop Commitment and/or the Forward Purchase Commitment pursuant to the Forward Purchase Agreement;
“forward purchase shares”
are to the 5,000,000 shares of New Grindr Common Stock to be purchased, on a private placement basis, by the Forward Purchase Investors pursuant to the A&R Forward Purchase Agreement;
“forward purchase warrants”
are to the 2,500,000 New Grindr Warrants to be purchased, on a private placement basis, by the Forward Purchase Investors pursuant to the A&R Forward Purchase Agreement;
3
“GAAP” are to generally
accepted accounting principles in the United States;
“Grindr” are to Grindr Group
LLC prior to the Business Combination;
“Grindr App” or “s” are to Grindr’s mobile-based applications;
“Grindr Applications” are
to Grindr’s applications through which Grindr currently, or may in the future may provide, its products and services, whether offered via mobile applications or web applications/clients;
“Grindr Awards” are to
Grindr Options;
“Grindr Distribution Amount”
are to the actual amount of any cash dividend or other dividend or distribution in respect of Grindr Units or equity interests Grindr makes, declares, sets aside, establishes a record date for or makes a payment date for between the date hereof
and the Effective Time, provided that the amount of any such dividend or distribution may not exceed the Permitted Distribution Amount;
“Grindr Group LLC Agreement”
are to the amended and restated limited liability company agreement of Grindr Group LLC dated December 14, 2020;
“Grindr Options” are to
options to purchase Grindr Series X Ordinary Units;
“Grindr Series X Ordinary Units”
are to Grindr Series X ordinary units;
“Grindr Series Y Preferred Units”
are to Grindr Series Y preferred units;
“Grindr Members” are to
members of Grindr immediately prior to the consummation of the Business Combination;
“Grindr Units” are to Grindr
Series X Ordinary Units and Grindr Series Y Preferred Units;
“Grindr Valuation” are to
$1,584,000,000 plus the amount, if any, by which the Permitted Distribution Amount exceeds the Grindr Distribution Amount;
“Grindr Warrants” are to
warrants (excluding Grindr Options) to purchase Grindr Units;
“HSR Act” are to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
“initial public offering”
are to Tiga’s initial public offering that was consummated on November 27, 2020;
“initial shareholders” are
to the Tiga’s Sponsor and independent directors as of November 27, 2020;
“IPO registration statement”
are to the Registration Statement on Form S-1 (333-249853) filed by Tiga in connection with its initial public offering, which became effective on November 23, 2020;
“IRS” are to the U.S.
Internal Revenue Service;
“Investment Company Act” are
to the Investment Company Act of 1940, as amended;
“JOBS Act” are to the
Jumpstart Our Business Startups Act of 2012;
“Joinder and
Assignment Agreement to A&R Forward Purchase Agreement” are to that certain Joinder and Assignment Agreement to A&R Forward Purchase Agreement to be entered into by and among, San Vicente Parent LLC, Tiga and the
Sponsor, the form of which is attached hereto as Annex D-1;
“MAUs”, or Monthly Active
Users, are unique devices that have 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 number of MAUs in each month and then dividing by the number of months in the relevant period;
“Mergers” are to the First
Merger and Second Merger;
“Merger Agreement”
are to that certain Agreement and Plan of Merger, dated as of May 9, 2022, by and among Tiga, Merger Sub I and Grindr, a copy of which is attached hereto as Annex A, as amended by that certain 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, a copy of which is attached hereto as Annex A-1;
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“Merger Agreement
Amendment No. 1” are to that certain 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, a copy of which is attached hereto as Annex A-1;
“Merger Sub I” are to Tiga
Merger Sub LLC;
“Merger Sub II” are to Tiga
Merger Sub II LLC;
“Minimum Cash Condition”
are to the condition that the obligations of Grindr to consummate the Mergers are conditioned on, among other things, that as of the Closing, after distribution of the funds in the Trust Account and deducting all amounts to be paid pursuant to
the exercise of redemption rights of public shareholders and after giving effect to (i) the Backstop Subscription Amount and the Forward Purchase Commitment Amount actually received by Tiga at or prior to the Closing Date plus (ii) any PIPE
Investment Amount actually received by Tiga at or prior to the Closing Date, is equal to or greater than $100,000,000, Tiga having cash on hand equal to or in excess of $100,000,000 (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 Backstop Commitment, the Backstop Commitment or the PIPE Investment);
“New Grindr” are to Tiga
after the Domestication and its name change from Tiga Acquisition Corp. to “Grindr Inc.”;
“New Grindr Board” are to the
board of directors of New Grindr;
“New Grindr Common Stock” are
to shares of common stock of New Grindr, par value $0.0001 per share;
“New Grindr Options” are to
options to purchase shares of New Grindr Common Stock;
“New Grindr Warrants” are
to warrants to purchase one (1) share of New Grindr Common Stock at an exercise price of eleven Dollars fifty cents ($11.50) issued as a matter of law upon conversion of the Tiga Warrants at the time of the Domestication;
“NYSE” are to The New York
Stock Exchange;
“ordinary shares” are to
the Tiga Class A ordinary shares and the Tiga Class B ordinary shares, collectively;
“Paying Users” are to
users that have purchased or renewed a Grindr subscription and/or purchased premium add-ons 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;
“Permitted Distribution Amount”
are to $370,000,000;
“private placement shares” are
to Tiga Class A ordinary shares underlying the private placement warrants;
“private placement warrants”
are to Tiga’s warrants sold to the Sponsor simultaneously with the consummation of Tiga’s initial public offering, as well as in connection with the extension of the time period for Tiga to consummate a business combination;
“Proposed Bylaws” are to
the proposed bylaws of New Grindr upon the effective date of the Domestication attached to this proxy statement/prospectus as Annex H;
“Proposed Certificate of
Incorporation” are to the proposed certificate of incorporation of New Grindr upon the effective date of the Domestication attached to this proxy statement/prospectus as Annex G;
“Proposed Organizational Documents”
are to the Proposed Certificate of Incorporation and the Proposed Bylaws;
“public shares” are to Tiga
Class A ordinary shares sold as part of the units in the initial public offering (whether they were purchased in the initial public offering or thereafter in the open market);
“public shareholders” are
to the holders of public shares, including the Sponsor and Tiga’s officers and directors to the extent the Sponsor and Tiga’s officers or directors purchase public shares, provided that each of their status as a “public shareholder” shall only
exist with respect to such public shares;
“public warrants” are to
warrants sold as part of the units in the initial public offering (whether they were purchased in the initial public offering or thereafter in the open market);
“SEC” are to the United States
Securities and Exchange Commission;
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“Second Merger” are to
the merger of Grindr with and into Merger Sub II following the First Merger, with Merger Sub II surviving the merger as a wholly owned subsidiary of Tiga;
“Sponsor” are to Tiga
Sponsor LLC, a Delaware limited liability company;
“SV Investments”
are to San Vicente Investments, Inc. Immediately prior to the Closing, SV Investments may convert into a limited liability company in the State of Delaware with the name San Vicente Investments LLC;
“Surviving Company” are to Grindr in its capacity as the surviving company of the First Merger;
“Tiga” are to Tiga
Acquisition Corp. prior to its domestication as a corporation in the State of Delaware;
“Tiga Board” are to the
board of directors of Tiga;
“Tiga Class A ordinary shares”
are to Tiga’s Class A ordinary shares, par value $0.0001 per share;
“Tiga Class B ordinary shares”
are to Tiga’s Class B ordinary shares, par value $0.0001 per share;
“Tiga Warrants” are to
Tiga’s private placement warrants and public warrants;
“Transaction Support Agreement”
are to that certain letter agreement, dated as of May 9, 2022, by and between Grindr, Tiga, Merger Sub I, the Sponsor and the independent directors of Tiga, a copy of which is attached hereto as Annex B;
“Treasury Regulations” are
to the regulations promulgated under the Code;
“trust account” are to the
trust account of Tiga that holds the proceeds from the initial public offering;
“Trust Agreement” are to
the Investment Management Trust Agreement, effective as of November 23, 2020, by and between Tiga and Continental Stock Transfer & Trust Company, as trustee;
“units” are to each issued
and outstanding unit of Tiga prior to the Domestication;
“Unitholder Support Agreement”
are to that certain letter agreement, dated as of May 9, 2022 , by and between Grindr, Tiga, Merger Sub I, the Sponsor and certain unitholders of Grindr, substantially in the form attached hereto as Annex C; and
“Warrant Agreement” are to
that certain Warrant Agreement, dated as of November 23, 2020, by and between Tiga and Continental Stock Transfer & Trust Company.
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This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus,
but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached Annexes, for a more complete understanding of the matters to be considered at the
extraordinary general meeting. In addition, for definitions used commonly throughout this proxy statement/prospectus, including this summary term sheet, please see the section entitled “Frequently Used Terms.”
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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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Nathan Richardson, Daniel Brooks Baer, George Arison, Gary I. Horowitz, Meghan
Stabler and Maggie Lower.
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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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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, presented separately in accordance with the United States Securities and Exchange Commission requirements (the “Governance Proposal”). Please see the section entitled “Proposal No. 4—The Governance Proposal”;
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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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Each of Proposal No. 1 through 3 and 6 (the “Condition Precedent Proposals”) are cross-conditioned on the approval of the others. Proposal No. 5 is conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not
conditioned upon the approval of any other proposal in this proxy statement/prospectus. Proposal No. 4 is constituted of non-binding advisory proposals.
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The questions and answers below highlight only
selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the extraordinary general meeting and the proposals to be presented at the extraordinary general meeting, including with
respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Tiga shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus,
including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting.
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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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As a condition to the Mergers, Tiga will change its jurisdiction of incorporation by
effecting a deregistration under the Companies Act and a domestication under Section 388 of the DGCL, pursuant to which Tiga’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. 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 redeemable Tiga Warrant will convert automatically into a New Grindr Warrant, pursuant to the Warrant Agreement; and (3) each then issued and outstanding unit of Tiga
will be separated and converted automatically into one share of New Grindr Common Stock and one-half of one New Grindr Warrant. Please see the section entitled “Proposal No. 2—The Domestication Proposal.”
This proxy statement/prospectus and its Annexes contain important information about
the proposed Business Combination and the other matters to be acted upon at the extraordinary general meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.
The provisions of the Proposed Organizational Documents will
differ materially from the amended and restated memorandum and articles of association. Please see “What amendments will be made to the current constitutional documents of Tiga?” below.
Your vote is important. You are encouraged to submit your proxy as soon as possible
after carefully reviewing this proxy statement/prospectus and its Annexes.
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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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4.
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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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5.
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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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6.
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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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7.
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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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If Tiga’s shareholders do not approve each of the Condition Precedent Proposals, then
unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated. The Adjournment Proposal is not conditioned
upon the approval of any other proposal in this proxy statement/prospectus. The Governance Proposal is constituted of non-binding advisory proposals.
Tiga will hold the extraordinary general meeting to consider and vote upon these
proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders should read it carefully.
The vote of shareholders is important. Shareholders are encouraged to vote as soon as
possible after carefully reviewing this proxy statement/prospectus.
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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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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. Each unit
12
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.
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”). 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.
On May 8, 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.
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.
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).
Since the initial public offering, Tiga’s activity has been limited to the evaluation
of Business Combination candidates.
Grindr is the world’s largest social network focused on the LGBTQ+ community with
approximately 10.8 million Monthly Active Users (“MAUs”) and approximately 601 thousand Paying Users in 2021. Grindr’s Paying Users were over 765 thousand and 744 thousand for the three and
six months ended June 30, 2022, respectively. According to the Frost & Sullivan Study commissioned by Grindr, Grindr is the largest and most popular gay mobile app in the world, with more MAUs than other LGBTQ+ social networking
applications. Grindr enables users to find and engage with each other, share content and experiences, and generally express themselves. Grindr is a pioneer and leading influence on the lifestyle trends and discourse among the global LGBTQ+
community. Grindr is devoted to providing a platform for social interactions for this vibrant community and to cultivating a safe and accepting environment where all are welcome and feel a sense of belonging. As a result, the Grindr platform
has become a meaningful part of our users’ social lives embedded at the center of the community as the preferred channel for broadening their connections and engaging with like-minded individuals within the LGBTQ+ community.
The Tiga Board carefully considered the results of the due diligence review of
Grindr’s business, the industries in which Grindr operates and Grindr’s current prospects for growth, including the financial and other
13
information provided by Grindr in the course of their negotiations in connection
with the Merger Agreement. For additional information, see “Proposal No. 1—The Business Combination Proposal — Tiga’s Board of Directors’ Reasons for Approval of the
Business Combination.”
Tiga believes that the Business Combination with Grindr will provide Tiga
shareholders with an opportunity to participate in the ownership of a company with significant growth potential. Please see the section entitled “Proposal No. 1—The Business Combination Proposal— Tiga’s Board of Directors’ Reasons for Approval of the Business Combination.” Although the Tiga Board believes that the Business Combination presents a unique Business Combination opportunity and is advisable
and in the best interests of Tiga shareholders, the Tiga Board did consider certain potentially material negative factors in arriving at that conclusion. Please see the section entitled “Risk Factors—Risks
Related to Grindr’s Business.”
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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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As a condition to the Mergers, Tiga will change its jurisdiction of incorporation by
effecting a deregistration under the Companies Act and a domestication under Section 388 of the DGCL, pursuant to which Tiga’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. 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 one share of New Grindr Common Stock in accordance with the amended and restated
memorandum and articles of association; (2) each then issued and outstanding redeemable Tiga Warrant will convert automatically into a New Grindr Warrant, pursuant to the Warrant Agreement; and (3) each then issued and outstanding unit of Tiga
will be separated and converted automatically into one share of New Grindr Common Stock and one-half of one New Grindr Warrant.
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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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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. For further details, see “Business Combination Proposal—The Merger Agreement—Consideration—Aggregate Merger Warrant Consideration.”
In addition, all Grindr Options that are outstanding as of immediately prior to the
First Merger, will be converted into New Grindr Options. All Grindr Warrants 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). For further details, see “Business Combination Proposal—Consideration—Treatment of Grindr Options” and “Business Combination
Proposal—Consideration—Treatment of Grindr Warrants.”
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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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14
statement/prospectus, there are outstanding an aggregate of 32,360,000 Tiga
Warrants, which includes the 18,560,000 private placement warrants held by the Sponsor and the 13,800,000 public warrants. Each whole warrant entitles the holder thereof to purchase one Tiga Class A ordinary share and, following the
Domestication, will entitle the holder thereof to purchase one share of New Grindr Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the Tiga fully diluted share
capital would be 66,860,000.
Upon completion of the Business Combination, we anticipate that: (1) Grindr
unitholders (without taking into account shares of New Grindr Common Stock issuable to holders of Grindr options) are expected to hold an ownership interest of 81.1% of the issued and outstanding New Grindr Common Stock, (2) the Sponsor (other
than the Forward Purchase Investors) and our intimal shareholders are expected to hold an ownership interest of 3.4% of the issued and outstanding New Grindr Common Stock, (3) Tiga’s public stockholders will retain an ownership interest of 12.1%
of the issued and outstanding New Grindr Common Stock and (4) the Forward Purchase Investors are expected to hold an ownership interest of 5.0% of the issued and outstanding New Grindr Common Stock. These levels of ownership interest assume (i)
that no public stockholders exercise their redemption rights in connection with the Business Combination, (ii) no exercises of warrants to purchase New Grindr Common Stock, (iii) that Grindr reserves shares of New Grindr Common Stock for
potential future issuance upon the exercise of New Grindr Options, (iv) Tiga sells and issues 10,000,000 shares of New Grindr Common Stock to the Forward Purchase Investors and (v) Grindr does not make a distribution to Grindr Holdings
immediately before closing in an amount up $370.0 million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Grindr—Financing Arrangements—Deferred Payment.” If
the actual facts are different from these assumptions, the percentage ownership retained by the current Tiga shareholders in Grindr will be different.
For more information, please see the sections entitled “Summary of the Proxy Statement/Prospectus—Impact of the Business Combination on New Grindr’s Public Float”, “Unaudited Pro Forma Combined Financial Information” and “Risk Factors— Risks Related
to Tiga and the Business Combination—Our stockholders will experience immediate dilution as a consequence of the issuance of New Grindr Common Stock as consideration in the Business Combination and may be further diluted following the closing
of the Business Combination as a result of the terms thereof. Having a minority share position may reduce the influence that our current shareholders have on the management of New Grindr.”
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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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15
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 (as defined below) and Closing.
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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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To effect the Domestication, Tiga will file such documents required pursuant to the
Companies Act with the Cayman Islands Registrar of Companies, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Tiga will be domesticated and
continue as a Delaware corporation.
The approval of the Domestication Proposal is a condition to the closing of the
Mergers under the Merger Agreement. The approval of the Domestication Proposal requires 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. 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.
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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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•
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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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•
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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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•
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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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•
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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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•
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adopt Delaware as the exclusive forum for certain shareholder litigation;
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•
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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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•
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directors will be elected each year and serve a one-year term.
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See “Proposal No. 2—The Organizational Documents
Proposal” for additional information.
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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:
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•
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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;
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•
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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
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•
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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.
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Tiga does not expect to have significant cumulative earnings and profits, if any, on
the date of the Domestication. As discussed more fully under “U.S. Federal Income Tax Considerations,” Tiga believes that it is likely classified as a PFIC for U.S. federal income tax purposes. In such
case, notwithstanding the U.S. federal income tax consequences of the Domestication discussed above, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form,
generally would require a U.S. Holder to recognize gain on the exchange of Tiga Class A ordinary shares or warrants for New Grindr Common Stock or warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding
receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. In addition, the proposed Treasury Regulations provide
coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. However, it is difficult to predict whether, in what form, and
with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further
under “U.S. Federal Income Tax Considerations” with respect to their Tiga Class A ordinary shares generally are not
17
subject to the same gain recognition rules under the currently proposed Treasury
Regulations under Section 1291(f) of the Code. Currently, there are no elections available that apply to Tiga warrants, and the application of the PFIC rules to Tiga warrants is unclear. For a more complete discussion of the potential application
of the PFIC rules to U.S. Holders as a result of the Domestication, see the section entitled “U.S. Federal Income Tax Considerations.”
Each U.S. Holder of Tiga Class A ordinary shares or warrants is urged to consult its
own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of Tiga Class A ordinary shares and warrants for New Grindr Common Stock and warrants pursuant to the Domestication.
Additionally, the Domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such non-U.S. Holder’s New Grindr Common Stock after
the Domestication.
The tax consequences of the Domestication are complex and will depend on a holder’s
particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more
complete discussion of the U.S. federal income tax considerations of the Domestication, see the section entitled “U.S. Federal Income Tax Considerations.”
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Q.
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What conditions must be satisfied to complete the Business Combination?
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A.
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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.
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For a summary of the conditions that must be satisfied or waived prior to completion
of the Business Combination, please see the section entitled “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination—Merger Agreement.”
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Q.
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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?
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A.
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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.
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Assuming the Forward Purchase Commitment and the Backstop Commitment are both funded
in the amount of $50,000,000 each, and in each case, in accordance with their terms, the Minimum Cash Condition will be satisfied regardless of the number of shareholders electing to redeem any shares of Tiga’s Class A ordinary shares.
Assuming (i) the Forward Purchase Commitment is funded in the amount of $50,000,000
and the Backstop Commitment is not funded, in each case, in accordance with their terms, and (ii) shareholders holding less than 82.4% of Tiga’s Class A ordinary shares elect to redeem any shares of Tiga’s Class A ordinary shares, the Minimum
Cash Condition will also be satisfied.
Please see the section entitled “Proposal No. 1—The
Business Combination Proposal—Sources and Uses for the Business Combination.”
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Q.
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What happens if I sell my Tiga Class A ordinary shares before the extraordinary general meeting?
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A.
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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
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18
the Closing. If you transfer your Tiga Class A ordinary shares prior to the record
date, you will have no right to vote those shares at the extraordinary general meeting or redeem those shares for a pro rata portion of the proceeds held in the trust account.
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Q.
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What constitutes a quorum at the extraordinary general meeting?
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A.
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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.
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Q.
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What vote is required to approve the proposals presented at the extraordinary general meeting?
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A.
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The following votes are required for each proposal at the extraordinary
general meeting:
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•
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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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•
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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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•
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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.
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•
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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.
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•
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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 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.
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•
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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 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.
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•
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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 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.
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Q.
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How many votes do I have at the extraordinary general meeting?
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A.
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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.
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Q.
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Did Tiga’s Board obtain a third-party fairness opinion in determining whether or not to proceed with the
transaction?
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A.
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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.”
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Q.
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Do I have redemption rights?
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A.
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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.”
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Notwithstanding the foregoing, a public shareholder, together with any affiliate of
such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the public shares.
Accordingly, all public shares in excess of 15% held by a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed without the prior
consent of Tiga.
Under Tiga’s current amended and restated memorandum and articles of association, the
Business Combination may be consummated only if Tiga has at least $5,000,001of net tangible assets after giving effect to all public shareholders that properly and timely demand redemption of their shares for cash.
The Sponsor has agreed, for no consideration, to waive its redemption rights with
respect to all of its ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.
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Q.
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How do I exercise my redemption rights?
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A.
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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.
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Any request for redemption, once made by a holder of public ordinary shares, may not
be withdrawn once submitted to Tiga unless the Tiga Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part).
If you deliver your shares (and/or share certificates (if any) and other redemption
forms) for redemption to Tiga’s transfer agent and later decide at any time up to two days prior to the extraordinary general meeting not to elect redemption, you may request that Tiga’s transfer agent return the shares (physically or
electronically). You may make such request by contacting Tiga’s transfer agent at the address listed at the end of this section.
Any corrected or changed proxy card or withdrawal of a written demand of redemption
rights must be received by Tiga’s transfer agent prior to the vote taken on the Business Combination Proposal at the extraordinary
20
meeting. No demand for redemption will be honored unless the holder’s share
(and/or share certificates (if any) and other redemption forms) have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the extraordinary general meeting.
If a public shareholder properly and timely makes a demand as described above, then,
if the Business Combination is consummated, New Grindr will redeem these shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your ordinary shares of Tiga for
cash.
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Q.
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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?
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A.
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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.
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In addition, following the consummation of the Business Combination, New Grindr
has the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption to each warrant
holder, provided that, among other things, the closing price of New Grindr Common Stock is equal to or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as
described under the section entitled “Description of Securities – Warrants – Redemption of Warrants for Cash when the price per share of New Grindr Common Stock
equals or exceeds $10.00”) for any 20-trading days within a 30-trading day period ending on the third trading day prior to proper notice of such redemption. Since the consummation of the initial public offering and the
subsequent separate trading of the Tiga Class A ordinary shares, the last reported sale price of Tiga’s Class A ordinary shares has equaled or exceeded a Reference Value of $10.00 per share from time to time; however, we will not be entitled to
redeem the warrants until the Reference Value equals or exceeds $10.00 per share at such time as such warrants are exercisable (i.e., the later of (i) the date that is thirty (30) days after the first date following the consummation of the
Business Combination and (ii) the date that is twelve (12) months following the consummation of the initial public offering). The value received upon exercise of the warrants (i) may be less than the value the holders would have received if
they have exercised their warrants at a later time when the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of shares of New Grindr Common Stock received upon
exercise of the warrants in connection with redemption is capped at 0.3611 shares of New Grindr Common Stock per warrant (subject to adjustment).
In the event New Grindr determined to redeem the public warrants, holders of the
redeemable warrants would be notified of such redemption as described in the Warrant Agreement. In addition, New Grindr may redeem warrants after they become exercisable for a number of shares of New Grindr Common Stock determined based on the
redemption date and the fair market value of New Grindr Common Stock. Any such redemption may have similar consequences to a cashless redemption described in the section entitled “Description of Securities – Warrants – Public Shareholders’
Warrants”. In addition, such redemption may occur at a time when the warrants are “out-of-the-money”, in which case warrant holders would lose any potential embedded value from a subsequent increase in the value of New Grindr Common Stock had the
warrants remained outstanding. For more information, see the section entitled “Description of Securities – Warrants – Public Shareholders’ Warrants”.
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Q.
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What are the U.S. federal income tax consequences of exercising my redemption rights?
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A.
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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
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21
distribution for U.S. federal income tax purposes, depending on the amount of New
Grindr Common Stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the section
entitled “U.S. Federal Income Tax Considerations.”
Additionally, because the Domestication will occur immediately prior to the
redemption of any shareholder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs.
The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “U.S. Federal Income Tax Considerations.”
All holders considering exercising redemption rights are urged to consult their tax
advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.
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Q.
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Do I have appraisal rights if I object to the proposed Business Combination?
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A.
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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.
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Q.
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What happens to the funds deposited in the trust account after the Closing?
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A.
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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.
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On May 8, 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.
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.
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).
Following the Closing, the funds in the trust account will be used by New Grindr
to pay public shareholders who exercise redemption rights, to fund the Aggregate Merger Stock Consideration and the Aggregate Merger Warrant Consideration, to pay transaction expenses of Tiga and Grindr and to strengthen the balance sheet of
New Grindr.
Please see the section entitled “Proposal No. 1—The
Business Combination—Sources and Uses for the Business Combination.”
22
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Q.
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What happens if a substantial number of public shareholders vote in favor of the proposals and exercise their
redemption rights?
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A.
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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.
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Q.
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What happens if the Business Combination is not consummated?
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A.
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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.
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Q.
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How does the Sponsor intend to vote on the proposals?
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A.
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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.”
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Q.
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When do you expect the Business Combination to be completed?
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A.
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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.”
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Q.
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What do I need to do now?
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A.
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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.
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Q.
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How do I vote?
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A.
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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
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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.
If you are a holder of record of Tiga’s ordinary shares on , 2022, the record date
for the extraordinary general meeting, you may vote at the extraordinary general meeting by attending in person, via the virtual meeting platform or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by
completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you
should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend
the meeting and vote, obtain a proxy from your broker, bank or nominee.
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Q.
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If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
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A.
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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.
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Q.
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How will a broker non-vote impact the results of each proposal?
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A.
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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.
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Q.
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May I change my vote after I have mailed my signed proxy card?
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A.
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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.
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Q.
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What happens if I fail to take any action with respect to the extraordinary general meeting?
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A.
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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.
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Q.
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What will happen if I sign and return my proxy card without indicating how I wish to vote?
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A.
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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.
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24
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Q.
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What should I do if I receive more than one set of voting materials?
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A.
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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.
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Q.
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Who will solicit and pay the cost of soliciting proxies?
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A.
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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.
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Q.
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Who can help answer my questions?
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A.
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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:
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To obtain timely delivery, our shareholders must request any additional materials no
later than five (5) business days prior to the extraordinary general meeting. You may also obtain additional information about Tiga from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a public shareholder and you intend to seek redemption of your public shares, you will need to deliver your shares (and/or share certificates (if any) and other redemption forms)
physically or your shares electronically to Tiga’s transfer agent at the address below no later than two business days prior to the vote at the extraordinary general meeting. See the section entitled “Proposal
No. 1—The Business Combination Proposal—Redemption Rights.”
If you have questions regarding the certification of your position or delivery of your
shares, share certificates (if any) and/or other redemption forms, please contact:
Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com
25
This summary highlights selected information
from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting,
including the Business Combination proposal, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement/prospectus. The Merger Agreement
is the legal document that governs the Business Combination that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “Proposal No. 1—The
Business Combination Proposal—Certain Agreements Related to the Business Combination— Merger Agreement.”
Unless the context otherwise requires, all
references in this subsection to the “Company,” “we,” “us” or “our” refer to Tiga prior to the consummation of the Business Combination.
Combined Business Summary
The Parties
Tiga
Tiga Acquisition Corp., incorporated on July 27, 2020, is a blank
check company incorporated as a Cayman Islands exempted company 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.
Tiga’s units, Tiga’s Class A ordinary shares and Tiga’s warrants
are listed on the NYSE under the symbols “TINV U,” “TINV” and “TINV WS,” respectively.
The mailing address of Tiga’s principal executive office is Ocean
Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315.
Merger Sub I
Merger Sub I is a wholly owned subsidiary of Tiga formed solely
for the purpose of effectuating the First Merger described herein. Merger Sub I was incorporated under the laws of the State of Delaware on April 11, 2022. Merger Sub I owns no material assets and does not operate any business. On the date
immediately prior to the Closing Date, Merger Sub I will merge with and into Grindr.
The mailing address of Merger Sub I’s principal executive office
is Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315.
Merger Sub II
Merger Sub II is a wholly owned subsidiary of Tiga formed solely
for the purpose of effectuating the Second Merger described herein. Merger Sub II was incorporated under the laws of the State of Delaware on September 9, 2022. Merger Sub II owns no material assets and does not operate any business. As
promptly as practicable and as part of the same overall transaction as the First Merger, Merger Sub II will merge with and into the Surviving Company.
The mailing address of Merger Sub II’s principal executive office
is Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315.
Grindr
Grindr is the world’s largest social network focused on the
LGBTQ+ community with approximately 10.8 million MAUs and approximately 601 thousand Paying Users, on average, in 2021. Grindr’s Paying Users were over 765 thousand and 744 thousand for the three and six months ended June 30, 2022,
respectively. According to the Frost & Sullivan Study commissioned by Grindr, Grindr is the largest and most popular gay mobile app in the world, with more MAUs than other LGBTQ+ social networking applications. Grindr enables users to
find and engage with each other, share content and experiences, and generally express themselves. Grindr is a pioneer and leading influence on the lifestyle trends and discourse among the global LGBTQ+ community. Grindr is devoted to
providing a platform for social interactions for this vibrant community and to cultivating a safe and accepting environment where all are welcome and feel a sense of belonging. As a result, the Grindr platform has become a meaningful part of
users’ social lives and has embedded Grindr at the center of the community as the preferred channel for broadening their connections and engaging with like-minded individuals within the LGBTQ+ community. The Grindr business,
26
founded in 2009, is held by a Delaware limited liability company, incorporated in
April 2020. The mailing address of Grindr’s principal executive office is PO Box 69176, West Hollywood, CA 90069.
Proposals to be Put to the Shareholders of Tiga at the Extraordinary
General Meeting
Business Combination Proposal
As discussed in this proxy statement/prospectus, Tiga is asking
its shareholders to approve by ordinary resolution the Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A as well as the Merger
Agreement Amendment No. 1, a copy of which is attached to this proxy statement/prospectus as Annex A-1. The Merger Agreement provides for, among other things, following the Domestication of Tiga to Delaware as described below, the merger of
Merger Sub I with and into Grindr (the “First Merger”), with Grindr surviving the First Merger as a wholly owned subsidiary of New Grindr (Grindr, in its capacity as the surviving
entity of the First Merger, is sometimes referred to herein as the “Surviving Company”), 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 (the “Second Merger” and, together with the First Merger, the “Mergers”),
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 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 a number of shares of New Grindr Common Stock equal to (x) the quotient obtained by
dividing (i) the sum of (a) the Grindr Valuation plus (b) the aggregate exercise price of all in-the-money Grindr Options that are issued and outstanding immediately prior to the
Effective Time by (ii) $10.00; plus (y) the number of forward purchase shares and backstop shares received by Grindr or which Grindr is entitled to receive under the A&R Forward
Purchase Agreement (the “Aggregate Merger Stock Consideration”).
The total number of shares of New Grindr Common Stock to be
received by Grindr’s members or reserved for issuance pursuant to New Grindr Warrants into which Grindr Warrants are converted will be equal to and on the same terms as the forward purchase warrants and backstop warrants received by Grindr or
which Grindr is entitled to receive under the A&R Forward Purchase Agreement (the “Aggregate Merger Warrant Consideration”).
In addition, all Grindr Options that are outstanding as of
immediately prior to the First Merger, will be converted into New Grindr Options. All Grindr Warrants 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). For further details, see “Business Combination Proposal—Consideration—Treatment of Grindr Options” and “Business Combination Proposal—Consideration—Treatment of Grindr Warrants.”
In addition, 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 A&R 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 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 (as defined below) and Closing. The proceeds of the Forward Purchase Commitment and the Backstop Commitment, if any, together
27
with the amounts remaining in Tiga’s trust account as of immediately following the
effective time of the First Merger, will be retained by New Grindr following the Closing. For additional information on the A&R Forward Purchase Agreement, see “Business Combination Proposal—Related
Agreements—A&R Forward Purchase Agreement.”
Domestication Proposal
As discussed in this proxy statement/prospectus, if the Business
Combination Proposal is approved, then Tiga will ask its shareholders to approve by special resolution the Domestication Proposal. As a condition to closing the Business Combination pursuant to the terms of the Merger Agreement, the Tiga Board
has unanimously approved the Domestication Proposal. The Domestication Proposal, if approved, will authorize a change of Tiga’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while Tiga is currently
governed by the Companies Act, upon the Domestication, New Grindr will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law as well as the amended and restated memorandum and articles of
association and the Proposed Organizational Documents.
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 warrant to acquire one share of New Grindr Common Stock, pursuant to the Warrant Agreement and (4) each then issued and outstanding Tiga Unit will separate and
convert automatically into one share of New Grindr Common Stock and one-half of one New Grindr Warrant.
Organizational Documents Proposal
If the Business Combination Proposal and the Domestication
Proposal are approved, Tiga will ask its shareholders to approve by special resolution the Organizational Documents Proposal in connection with the replacement of the amended and restated memorandum and articles of association, under the
Companies Act, with the Proposed Certificate of Incorporation and the Proposed Bylaws, under the DGCL. The Tiga Board has unanimously approved the Organizational Documents Proposal and believes such proposal is necessary to adequately address
the needs of New Grindr after the Business Combination. Approval of the Organizational Documents Proposal is a condition to the consummation of the Business Combination.
Governance Proposal
Assuming the Business Combination Proposal, the Domestication
Proposal, the Organizational Documents Proposal and the Stock Issuance Proposal are approved, Tiga’s shareholders are also being asked to consider and vote upon by ordinary resolutions, 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, presented separately in accordance with the United States Securities and Exchange
Commission requirements.
The Proposed Organizational Documents differ in certain material
respects from the amended and restated memorandum and articles of association and Tiga encourages shareholders to carefully review the information set out in the sections entitled “Organizational Documents
Proposal,” “Governance Proposal,” the amended and restated memorandum and articles of association, attached hereto as Annex F and the Proposed
Organizational Documents of New Grindr, attached hereto as Annex G and Annex H.
Director Election Proposal
Assuming the Business Combination Proposal, the Domestication
Proposal and the Organizational Documents Proposal are approved, Tiga’s shareholders are also being asked to approve by ordinary resolution of the holders of Tiga Class B ordinary shares the Director Election Proposal. For additional
information, see “Proposal No. 5—The Director Election Proposal.” Approval of the Director Election Proposal is a condition to the consummation of the Business Combination.
Stock Issuance Proposal
Assuming the Business Combination Proposal, the Domestication
Proposal and the Organizational Documents Proposal are approved, Tiga’s shareholders are also being asked to approve by ordinary resolution the Stock Issuance Proposal. For additional information, see “Proposal
No. 6—The Stock Issuance Proposal.”
28
Adjournment Proposal
If, based on the tabulated vote, there are not sufficient votes at
the time of the extraordinary general meeting to authorize Tiga to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved (including as a result of the failure of any other cross-conditioned
Condition Precedent Proposals to be approved)), the Tiga Board may submit 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.
For additional information, see “Proposal No. 7—The Adjournment Proposal.”
Related Agreements
This section describes certain additional agreements entered into
or to be entered into pursuant to the Merger Agreement. For additional information, see “Business Combination Proposal – Related Agreements.”
A&R Registration Rights Agreement
The Merger Agreement contemplates that, at the Closing, New
Grindr, the Sponsor, the independent directors of Tiga and certain significant unitholders of Grindr will enter into the A&R Registration Rights Agreement, pursuant to which New Grindr will agree to register for resale, pursuant to Rule 415
under the Securities Act, certain shares of New Grindr Common Stock and other equity securities of New Grindr that are held by the parties thereto from time to time. The A&R Registration Rights Agreement amends and restates the registration
rights agreement that was entered into by Tiga, the Sponsor and other holders of Tiga’s securities party thereto in connection with the initial public offering. For additional information, see “Proposal No. 1—The Business Combination
Proposal—Related Agreements—A&R Registration Rights Agreement.”
A&R Forward Purchase Agreement
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 A&R 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 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 (as defined below) and Closing.
Transaction Support Agreement
In connection with the execution of the Merger Agreement, Grindr,
Tiga, Merger Sub I, the Sponsor and the directors of Tiga entered into the Transaction Support Agreement. Pursuant to the terms of the Transaction Support Agreement, the Sponsor and the directors of Tiga agreed to, among other things: (i) vote
or cause its shares to vote in favor of the Business Combination Proposal and the other proposals included in the accompanying proxy statement/prospectus, (ii) subject to certain exceptions, not transfer, sell, pledge, encumber, assign, grant
an option with respect to, hedge, swap, convert or otherwise dispose of their private placement units, Tiga Class A ordinary shares, Tiga Class B ordinary shares or Tiga Warrants (including the Tiga Class A ordinary shares issuable upon
exercise thereof) held by the Sponsor and the independent directors of Tiga until the earlier of the Closing or the valid termination of the Merger Agreement, (iii) not, directly or indirectly, solicit, initiate, continue or engage in
alternative business combination proposals and (iv) waive applicable anti-dilution protections in Tiga’s amended and restated memorandum and articles of association with respect
29
to the conversion of the Tiga Class B ordinary shares held by Sponsor and the
independent directors of Tiga upon consummation of the Business Combination. For additional information, see “Director Designation Rights” and “Proposal No. 1—The
Business Combination Proposal—Related Agreements—Transaction Support Agreement.”
Before or substantially simultaneously with Closing, we expect
the Sponsor will assign its obligations under the Backstop Commitment and the Forward Purchase Commitment to San Vicente Parent LLC, San Vicente Parent LLC will assume the obligations thereunder and the SV Consolidation will be consummated.
In connection with Closing, the Deferred Payment will also be fully repaid. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of
Grindr—Financing Arrangements—Deferred Payment”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Grindr—Financing Arrangements—SV
Consolidation”, “Risk Factors—Risks Related to Grindr’s Business—Risks related to our Indebtedness— Our indebtedness could materially adversely affect our
financial condition, our ability to raise additional capital to fund our operations, operate our business, react to changes in the economy or our industry, meet our obligations under our outstanding indebtedness, including
significant operating and financial restrictions imposed on us by our debt agreements, and it could divert our cash flow from operations for debt payments”, and “Unaudited Pro
Forma Combined Financial Information.”
The following table illustrates varying ownership levels of issued
and outstanding New Grindr Common Stock upon completion of the Business Combination, presented under three assumed redemption scenarios (no redemptions, 50% redemption and maximum redemptions by Tiga’s public shareholders) assuming (i) no
exercise of warrants to purchase New Grindr Common Stock, and (ii) that Grindr reserves shares of New Grindr Common Stock for potential future issuance upon the exercise of New Grindr Options. If the actual facts are different from these
assumptions, the percentage ownership retained by the current Tiga shareholders in Grindr will be different.
|
|
| |
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.
|
30
Organizational Structure (Grindr)
The diagrams below depict simplified versions of the current
organizational structures of Grindr and the San Vicente Entities (as defined below) involved in the SV Consolidation (as defined below), which will occur prior to the consummation of the Business Combination.
(1) Prior to Closing, SV Investments may incorporate a new subsidiary, San
Vicente Investments II, Inc. (“SV Investments II”).
31
The diagram below depicts a simplified version of our
organizational structure immediately following the completion of the Business Combination. To see the voting and economic interests of the various post-merger shareholders, please see the question “What equity stake will current Tiga
shareholders and Grindr members hold in New Grindr immediately after the consummation of the Business Combination?” in the section entitled “Questions and Answers About the Proposals.” Further,
consistent with the voting and economic interest disclosed elsewhere in this proxy statement/prospectus, the diagram below does not take into consideration any shares of New Grindr Common Stock issuable upon exercise of public warrants or
private placement interests.
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(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.
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For more information, see the sections entitled “Proposal No. 1—The Business Combination Proposal,” “Proposal No. 2—The Domestication Proposal,” “Proposal No. 3—The Organizational
Documents Proposal,” “Proposal No. 4—The Governance Proposal,” “Proposal No. 5—The Director Election Proposal,” “Proposal
No. 6— The Stock Issuance Proposal” and “Proposal No. 7—The Adjournment Proposal.”
Date, Time and Place of Extraordinary General Meeting of Tiga
The extraordinary general meeting of Tiga will be held at
and via live webcast at Eastern Time, on , 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.
At the extraordinary general meeting, shareholders will be asked
to consider and vote upon the proposals to be put to the extraordinary general meeting and, if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies if Tiga is not able to consummate the Business Combination.
Voting Power; Record Date
Shareholders will be entitled to vote or direct votes to be cast
at the extraordinary general meeting if they owned Tiga Class A ordinary shares at the close of business on , which is the record date for the extraordinary general meeting. Shareholders will have one vote for each Tiga Class A ordinary
share owned at the close of business on the
32
record date. If your shares are held in “street name” or are in a margin or
similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Tiga Warrants do not have voting rights.
On the record date, there were Tiga ordinary shares
outstanding, of which were public shares with the rest being held by the Sponsor.
Quorum and Vote of Tiga Shareholders
A quorum of Tiga shareholder is necessary to hold a valid meeting.
A quorum will be present at the Tiga extraordinary general meeting if the holders of a majority of the issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Proxies that are marked “abstain” will
be treated as shares present for purposes of determining the presence of a quorum on all matters. 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.
The Sponsor will own of record, on an as-converted basis, 19.8% of
the outstanding Tiga ordinary shares as of the record date. Such shares, as well as any Tiga ordinary acquired in the aftermarket by the Sponsor, will be voted in favor of the proposals presented at the extraordinary general meeting.
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 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.
|
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.
33
Redemption Rights
Pursuant to Tiga’s current amended and restated memorandum and
articles of association, a public shareholder may demand that Tiga redeem such shares for cash if the Business Combination is consummated. Public shareholders will be entitled to receive cash for these shares only if they demand that Tiga
redeem their shares for cash no later than the second business day prior to the vote on the Business Combination Proposal by delivering their shares (and/or share certificates (if any) and other redemption forms) to Tiga’s transfer agent no
later than two business days prior to the vote at the meeting. If the Business Combination is not completed, these shares will not be redeemed. If a public shareholder properly and timely demands redemption, New Grindr will redeem each public
share held by such shareholder for a full pro rata portion of the trust account, calculated as of two business days prior to the Closing. As of , 2022 the record date for the extraordinary general meeting, this would amount to approximately
$ per share. If a public shareholder exercises its redemption rights, then it will be exchanging its New Grindr shares for cash and will no longer own the shares. Please see the section entitled “Extraordinary
General Meeting of Tiga—Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.
Notwithstanding the foregoing, a public shareholder, together with
any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of
the public shares.
Accordingly, all public shares in excess of 15% held by a public
shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or was a “group,” will not be redeemed for cash without the prior consent of Tiga.
The Business Combination will not be consummated if Tiga has net
tangible assets of less than $5,000,001 after taking into account public shareholders that have properly and timely demanded redemption of their shares for cash.
Holders of Tiga Warrants will not have redemption rights with respect
to such securities.
Dissenters’ Rights
The holders of Tiga shares will not have dissenters’ rights under
Cayman Islands law in connection with the Mergers as Tiga is not considered a constituent company of the Mergers. The holders of Tiga units or warrants will not have appraisal rights in connection with the Mergers.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. Tiga
has engaged Morrow Sodali to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares during the meeting if it revokes its proxy before the extraordinary general meeting. A shareholder may also
change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of Tiga—Revoking Your Proxy.”
Interests of Certain Persons in the Business Combination
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 will have an implied
value of $10.00 per share upon the consummation of the Business Combination. Notwithstanding the foregoing, public shareholders should be aware that the foregoing interests, and those set forth in more detail below, present a risk that the
Sponsor and its affiliates will benefit from the completion of a business combination, including in a manner that may not be aligned with public shareholders – as such, the Sponsor may be incentivized to complete an acquisition of a less
favorable target company or on terms less favorable to public shareholders rather than liquidate. 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
34
proposals presented at the extraordinary general meeting. In considering the
recommendations of the Tiga Board to vote for the proposals, its shareholders should consider these interests. These interests are described under “Business Combination Proposal—Interests of Certain Persons in
the Business Combination.”
Certain Engagements in Connection with the Business Combination and
Related Transactions
Raine Securities LLC (“Raine”)
were engaged by Tiga to act as financial advisors to Tiga in connection with the Business Combination and will receive compensation in connection therewith. Raine (together with its affiliates) is a global investment and advisory firm focused
exclusively on the technology, media, and telecom sectors. As such, Raine and its affiliates provide a diversified range of financial services in a broad spectrum of activities, including investment banking, private placement and lending,
principal investing, financial and merger & acquisition advisory services, underwriting, investment management activities, sponsoring and managing private investment funds, brokerage, trustee and similar activities on a global basis. In
addition, Raine and its affiliates may provide investment banking and other commercial dealings to Tiga, Grindr and their respective affiliates in the future, for which they would expect to receive customary compensation.
In addition, in the ordinary course of its business activities,
Raine and its affiliates, officers, directors and employees may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for
their own account and for the account of their customers. Such investments and securities activities may involve securities and/or instruments of Tiga or Grindr, or their respective affiliates.
Recommendation to Shareholders
The Tiga Board believes that the Business Combination Proposal and
the other proposals to be presented at the extraordinary general meeting are advisable and in the best interest of Tiga’s shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the
Domestication Proposal, “FOR” the Governance Proposal, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Organizational Documents Proposal and “FOR” the Adjournment Proposal, if presented.
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.
Board of Directors Following the Business Combination
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., Nathan Richardson, Daniel Brooks Baer, George Arison, Gary I. Horowitz, Meghan Stabler and Maggie Lower.
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.
Please see the sections entitled “Proposal No. 1—The Business Combination Proposal—Governance of New Grindr Post-Closing” and “Management of New Grindr Following the Business Combination” for additional information.
35
Conditions to Closing of Business Combination
Conditions to the Obligations of Each Party
The obligations of each party to the Merger Agreement to
consummate, or cause to be consummated, the Business Combination are subject to the satisfaction of the following conditions, any one or more of which may be waived (if legally permitted) in writing by Grindr and Tiga:
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•
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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;
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•
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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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•
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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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•
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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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•
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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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•
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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.
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Conditions to the Obligations of the Tiga Parties
The obligations of the Tiga Parties to consummate, or cause to be
consummated, the Business Combination are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by Tiga:
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•
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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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•
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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;
|
|
•
|
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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•
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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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•
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the full repayment and final settlement of the promissory note owed to Grindr by Catapult GP II LLC;
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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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•
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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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36
Conditions to the Obligations of Grindr
The obligations of Grindr to consummate, or cause to be
consummated, the Business Combination are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by Grindr:
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•
|
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);
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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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•
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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.
|
Anticipated Accounting Treatment
The Domestication
The Domestication is being proposed solely for the purpose of
changing the legal domicile of Tiga. There will be no accounting effect or change in the carrying amount of the assets and liabilities of Tiga as a result of the Domestication. The business, capitalization, assets and liabilities and financial
statements of New Grindr immediately following the Domestication will be the same as those of Tiga immediately prior to the Domestication.
The Business Combination
The Business Combination will be accounted for as a reverse
recapitalization for which Grindr has been determined to be the accounting acquirer (the “Reverse Recapitalization”). As the Business Combination will be
37
accounted for as a Reverse Recapitalization, no goodwill or other intangible
assets will be recorded, in accordance with GAAP. Under this method of accounting, Tiga will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization will be
treated as the equivalent of Grindr issuing stock for the net assets of Tiga, accompanied by a recapitalization. The net assets of Tiga will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to
the Reverse Recapitalization will be those of Grindr.
Regulatory Matters
Under the HSR Act and the rules that have been promulgated
thereunder by the Federal Trade Commission (the “FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a
30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC. On May 23, 2022, Tiga and Grindr filed the required notice and furnished the required information under the HSR
Act to the Antitrust Division of the DOJ and the FTC. The 30-day HSR waiting period expired on June 22, 2022 at 11:59 PM.
At any time before or after consummation of the Business
Combination, notwithstanding termination of the waiting period under the HSR Act, competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to
enjoin the consummation of the Business Combination. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. There is no assurance that the Antitrust Division, the FTC, any state attorney
general, or any other government authority or private party will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.
Neither Tiga nor Grindr is aware of any material regulatory
approvals or actions that are required for completion of the Business Combination other than the expiration of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are
required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.
Emerging Growth Company
Tiga is an “emerging growth company,” as defined in Section 2(a)
of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, section 102(b)(1) of the JOBS Act exempts emerging growth
companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities
registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that
apply to non-emerging growth companies but any such election to opt out is irrevocable. Tiga has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application
dates for public or private companies, Tiga, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Tiga’s financial statements with
certain other public companies difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of:
(1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large
accelerated filer, which means the market value
38
of our common equity that is held by non-affiliates exceeds $700 million as of the
end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the
meaning associated with it in the JOBS Act.
Risk Factors
In evaluating the Business Combination and the relevant
proposals to be considered and voted on as described in this proxy statement/prospectus, you should carefully review and consider the risk factors set forth under the section entitled “Risk Factors”
beginning on page 53 of this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may
have a material adverse effect on (i) the ability of the Tiga and Grindr to complete the Business Combination, and (ii) the business, cash flows, financial condition, and results of operations of Grindr prior to the consummation of the
Business Combination, and (iii) New Grindr following consummation of the Business Combination. Some of the more significant challenges and risks related to Grindr, Tiga, the Business Combination and New Grindr Common Stock are summarized
below:
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•
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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.
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•
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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.
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•
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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.
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•
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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.
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•
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Unfavorable media coverage could materially and adversely affect Grindr’s business, brand, or reputation.
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•
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The online social networking industry in which Grindr operates is highly competitive, and if Grindr cannot compete
effectively its business will suffer.
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•
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Grindr’s quarterly operating results and other operating metrics may fluctuate from quarter to quarter, which makes these
metrics difficult to predict.
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•
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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.
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•
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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.
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•
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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.
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•
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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.
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39
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•
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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.
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•
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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.
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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.
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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.
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•
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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.
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•
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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.
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•
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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.
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•
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Activities of Grindr’s users or content made available by such users could subject Grindr to liability.
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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.
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Please see the section entitled “Risk Factors” beginning on page 53 of this proxy statement/prospectus for a discussion of these and other factors you should consider in evaluating the Business Combination.
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The Sponsor has agreed to vote in favor of the Business Combination, regardless of how Tiga’s public shareholders vote.
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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.
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40
The information presented below is derived from Tiga’s unaudited
financial statements included elsewhere in this proxy statement/prospectus for the six months ended June 30, 2022 and 2021 and the balance sheet data as of June 30, 2022 and Tiga’s audited financial statements included elsewhere in this proxy
statement/prospectus for the year ended December 31, 2021 and for the period from July 27, 2020 (inception) through December 31, 2020 and the balance sheet data as of December 31, 2021 and 2020.
The historical results presented below are not necessarily
indicative of the results to be expected for any future period. You should read carefully the following selected information in conjunction with “Tiga’s Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and Tiga’s historical financial statements and accompanying footnotes, included elsewhere in this proxy statement/prospectus.
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As of June 30,
|
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As of December 31,
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|
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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
|
41
Statement of Operations
|
|
| |
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)
|
42
Statement of Cash Flows
|
|
| |
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
|
| |
$—
|
| |
$—
|
||||||