☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Cayman Islands | N/A | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Singapore | 049315 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
The New York Stock Exchange | ||||
TINV | The New York Stock Exchange | |||
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | TINV WS | The New York Stock Exchange |
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☒ |
Page | ||
PART 1 – FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | |
1 | ||
2 | ||
3 | ||
4 | ||
5 | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
PART II – OTHER INFORMATION | ||
Item 1. | ||
Item 1A. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
Item 5. | ||
Item 6. | ||
June 30, 2021 | December 31, 2020 | March 31, 2022 | December 31, 2021 | |||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
ASSETS | ||||||||||||||||
Current Assets | ||||||||||||||||
Cash | $ | 803,836 | $ | 1,144,776 | $ | 199,358 | $ | 17,499 | ||||||||
Prepaid expenses | 239,639 | 262,499 | 166,750 | 123,750 | ||||||||||||
Total Current Assets | 1,043,475 | 1,407,275 | 366,108 | 141,249 | ||||||||||||
Investments held in Trust Account | 281,569,722 | 278,774,646 | ||||||||||||||
Cash and Investments held in Trust Account | 284,419,506 | 284,379,776 | ||||||||||||||
Total Assets | $ | 282,613,197 | $ | 280,181,921 | $ | 284,785,614 | $ | 284,521,025 | ||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||||
LIABILITIES, COMMITMENTS AND CONTINGENCIES AND SHAREHOLDERS’ DEFICIT | ||||||||||||||||
Current Liabilities: | ||||||||||||||||
Accrued expenses | $ | 534,834 | $ | 37,067 | $ | 940,393 | $ | 559,183 | ||||||||
Accrued offering costs | 0 | 26,780 | ||||||||||||||
Promissory note - related party | 1,050,000 | 0 | ||||||||||||||
Total Current Liabilities | 534,834 | 63,847 | 1,990,393 | 559,183 | ||||||||||||
Forward Purchase Agreement liability | 6,573,668 | 6,757,777 | ||||||||||||||
Warrant liability | 30,378,556 | 39,232,167 | ||||||||||||||
Forward Purchase Agreement liabilities | 4,789,885 | 5,008,045 | ||||||||||||||
Warrant liabilities | 12,262,224 | 21,220,018 | ||||||||||||||
Deferred underwriting fee payable | 9,660,000 | 9,660,000 | 9,660,000 | 9,660,000 | ||||||||||||
Total Liabilities | 47,147,058 | 55,713,791 | 28,702,502 | 36,447,246 | ||||||||||||
Commitments and Contingencies | 0 | 0 | 0 | 0 | ||||||||||||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,600,000 shares at redemption value of $10.30 per share as of March 31, 2022 and December 31, 2021 | 284,280,000 | 284,280,000 | ||||||||||||||
Class A ordinary shares subject to possible redemption, 22,590,729 and 21,728,375 shares at approximately $10.20 and $10.10 per share as of June 30, 2021 and December 31, 2020, respectively | 230,466,131 | 219,468,122 | ||||||||||||||
Shareholders’ Equity | ||||||||||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding | 0 | 0 | ||||||||||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 5,009,271 and 5,871,625 shares issued and outstanding (excluding 22,590,729 and 21,728,375 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively | 501 | 587 | ||||||||||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | 690 | 690 | ||||||||||||||
Shareholders’ Deficit | ||||||||||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued or outstanding | 0 | 0 | ||||||||||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 0 shares issued or outstanding, excluding 27,600,000 shares subject to possible redemption at March 31, 2022 and December 31, 2021 | 0 | 0 | ||||||||||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 690 | 690 | ||||||||||||||
Additional paid-in capital | 14,852,231 | 25,850,154 | 0 | 0 | ||||||||||||
Accumulated deficit | (9,853,414 | ) | (20,851,423 | ) | (28,197,578 | ) | (36,206,911 | ) | ||||||||
Total Shareholders’ Equity | 5,000,008 | 5,000,008 | ||||||||||||||
Total Liabilities and Shareholders’ Equity | $ | 282,613,197 | $ | 280,181,921 | ||||||||||||
Total Shareholders’ Deficit | (28,196,888 | ) | (36,206,221 | ) | ||||||||||||
Total Liabilities, Commitments and Contingencies and Shareholders’ Deficit | $ | 284,785,614 | $ | 284,521,025 |
Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | |||||||
Operating costs | $ | 650,003 | $ | 834,787 | ||||
Loss from operations | (650,003 | ) | (834,787 | ) | ||||
Other income: | ||||||||
Interest earned on marketable securities held in Trust Account | 3,355 | 35,076 | ||||||
Change in fair value of warrant liability | 4,205,105 | 11,534,063 | ||||||
Change in fair value of Forward Purchase Agreement liability | 1,787,878 | 184,109 | ||||||
Fair value of private placement warrant in excess of purchase price | 79,548 | 79,548 | ||||||
Other income, net | 6,075,886 | 11,832,796 | ||||||
Net income | $ | 5,425,883 | $ | 10,998,009 | ||||
Weighted average shares outstanding of Class A ordinary shares | 27,600,000 | 27,600,000 | ||||||
Basic and diluted net income per share, Class A | $ | 0 | $ | 0 | ||||
Weighted average shares outstanding of Class B ordinary shares | 6,900,000 | 6,900,000 | ||||||
Basic and diluted net income per share, Class B | $ | 0.79 | $ | 1.59 |
Three Months Ended March 31, | ||||||||
2022 | 2021 | |||||||
Operating costs | $ | 1,206,351 | $ | 184,784 | ||||
Loss from operations | (1,206,351 | ) | (184,784 | ) | ||||
Other income (expense): | ||||||||
Interest earned on investments held in Trust Account | 39,730 | 31,721 | ||||||
Change in fair value of warrant liabilities | 8,957,794 | 7,328,958 | ||||||
Change in fair value of forward purchase agreement liabilities | 218,160 | (1,603,769 | ) | |||||
Total other income, net | 9,215,684 | 5,756,910 | ||||||
Net income | $ | 8,009,333 | $ | 5,572,126 | ||||
Weighted average shares outstanding of Class A ordinary shares | 27,600,000 | 27,600,000 | ||||||
Basic and diluted net income per share, Class A ordinary shares | $ | 0.23 | $ | 0.16 | ||||
Weighted average shares outstanding of Class B ordinary shares | 6,900,000 | 6,900,000 | ||||||
Basic and diluted net income per share, Class B ordinary shares | $ | 0.23 | $ | 0.16 |
Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | |||||||||||||||||
Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
Balance – January 1, 2022 | 6,900,000 | $ | 690 | $ | 0 | $ | (36,206,911 | ) | $ | (36,206,221 | ) | |||||||||
Net income | — | 0 | 0 | 8,009,333 | 8,009,333 | |||||||||||||||
Balance – March 31, 2022 (unaudited) | 6,900,000 | $ | 690 | $ | 0 | $ | (28,197,578 | ) | $ | (28,196,888 | ) |
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance – January 1, 2021 | 5,871,625 | $ | 587 | 6,900,000 | $ | 690 | $ | 25,850,154 | $ | (20,851,423 | ) | $ | 5,000,008 | |||||||||||||||
Change in value of Class A Ordinary shares subject to possible redemption | (549,133 | ) | (55 | ) | 0 | 0 | (5,572,072 | ) | 0 | (5,572,127 | ) | |||||||||||||||||
Net income | — | 0 | — | 0 | 0 | 5,572,126 | 5,572,126 | |||||||||||||||||||||
Balance – March 31, 2021 | 5,322,492 | 532 | 6,900,000 | 690 | 20,278,082 | (15,279,297 | ) | 5,000,007 | ||||||||||||||||||||
Change in value of Class A Ordinary shares subject to possible redemption | (313,221 | ) | (31 | ) | 0 | 0 | (5,425,851 | ) | 0 | (5,425,882 | ) | |||||||||||||||||
Net income | — | 0 | — | 0 | 0 | 5,425,883 | 5,425,883 | |||||||||||||||||||||
Balance – June 30, 2021 | 5,009,271 | $ | 501 | 6,900,000 | $ | 690 | $ | 14,852,231 | $ | (9,853,414 | ) | $ | 5,000,008 |
Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | |||||||||||||||||
Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
Balance – January 1, 2021 | 6,900,000 | $ | 690 | $ | 0 | $ | (54,292,560 | ) | $ | (54,291,870 | ) | |||||||||
Net income | — | 0 | 0 | 5,572,126 | 5,572,126 | |||||||||||||||
Balance – March 31, 2021 (unaudited) | 6,900,000 | $ | 690 | $ | 0 | $ | (48,720,434 | ) | $ | (48,719,744 | ) |
Cash Flows from Operating Activities: | ||||
Net income | $ | 10,998,009 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Change in fair value of warrants liability | (11,534,063 | ) | ||
Change in fair value of Forward Purchase Agreement liability | (184,109 | ) | ||
Interest earned on marketable securities held in Trust Account | (35,076 | ) | ||
Fair value of private placement warrant in excess of purchase price | (79,548 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 22,860 | |||
Accrued expenses | 497,767 | |||
Net cash provided by (used in) operating activities | (314,160 | ) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash into Trust Account | (2,760,000 | ) | ||
Net cash provided by (used in) investing activities | (2,760,000 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from the sale of Private Placement Warrants | 2,760,000 | |||
Payments of offering costs | (26,780 | ) | ||
Net cash provided by (used in) financing activities | 2,733,220 | |||
Net Change in Cash | (340,940 | ) | ||
Cash – Beginning | 1,144,776 | |||
Cash – Ending | $ | 803,836 | ||
Non-Cash Investing and Financing Activities: | ||||
Change in value of ordinary shares subject to possible redemption | $ | 10,998,009 |
Three Months Ended March 31, | ||||||||
2022 | 2021 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income | $ | 8,009,333 | $ | 5,572,126 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Change in fair value of warrant liabilities | (8,957,794 | ) | (7,328,958 | ) | ||||
Change in fair value of forward purchase agreement liabilities | (218,160 | ) | 1,603,769 | |||||
Interest earned on investments held in Trust Account | (39,730 | ) | (31,721 | ) | ||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | (43,000 | ) | 26,098 | |||||
Accrued expenses | 381,210 | 62,527 | ||||||
Net cash used in operating activities | (868,141 | ) | (96,159 | ) | ||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from promissory note – related party | 1,050,000 | 0 | ||||||
Payment of offering costs | 0 | (26,780 | ) | |||||
Net cash provided by (used in) financing activities | 1,050,000 | (26,780 | ) | |||||
Net Change in Cash | 181,859 | (122,939 | ) | |||||
Cash – Beginning of period | 17,499 | 1,144,776 | ||||||
Cash – End of period | $ | 199,358 | $ | 1,021,837 | ||||
Non-Cash investing and financing activities: | ||||||||
Offering costs included in accrued offering costs | $ | 0 | $ | 26,780 |
Gross proceeds | $ | 278,760,000 | ||
Less: | ||||
Proceeds allocated to Public Warrants | (15,897,248 | ) | ||
Class A ordinary shares issuance costs | (17,568,199 | ) | ||
Add: | ||||
Accretion of carrying value to redemption value | 33,465,447 | |||
Class A ordinary shares subject to possible redemption at December 31, 2020 | 278,760,000 | |||
Plus: | ||||
Accretion of carrying value to redemption value | 5,520,000 | |||
Class A ordinary shares subject to possible redemption at December 31, 2021 and March 31, 2022 | $ | 284,280,000 |
Three Months Ended March 31, | ||||||||||||||||
2022 | 2021 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income per ordinary share | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income | $ | 6,407,466 | $ | 1,601,867 | $ | 4,457,701 | $ | 1,114,425 | ||||||||
Denominator: | ||||||||||||||||
Basic and diluted weighted average shares outstanding | 27,600,000 | 6,900,000 | 27,600,000 | 6,900,000 | ||||||||||||
Basic and diluted net income per ordinary share | $ | 0.23 | $ | 0.23 | $ | 0.16 | $ | 0.16 |
| Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | ||||||
Class A Ordinary Shares | | |||||||
Numerator: Earnings allocable to Class A Ordinary Shares | | |||||||
Interest Income | $ | 3,355 | 35,076 | |||||
Net Earnings | $ | 3,355 | 35,076 | |||||
Denominator: Weighted Average Class A Ordinary Shares | | |||||||
Class A Ordinary Shares, Basic and Diluted | 27,600,000 | 27,600,000 | ||||||
Earnings/Basic and Diluted Class A Ordinary Shares | $ | 0 | $ | 0 | ||||
Class B Ordinary Shares | | |||||||
Numerator: Net Income (Loss) minus Net Earnings | | |||||||
Net Income (Loss) | $ | 5,425,883 | $ | 10,998,009 | ||||
Net Earnings allocable to Class A Ordinary Shares | (3,355 | ) | (35,076 | ) | ||||
Net Income (Loss) | $ | 5,422,528 | $ | 10,962,933 | ||||
Denominator: Weighted Average Class B Ordinary Shares | | |||||||
Class B Ordinary Shares, Basic and Diluted | 6,900,000 | 6,900,000 | ||||||
Income/Basic and Diluted Class B Ordinary Shares | $ | 0.79 | $ | 1.59 |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
● | in whole and not in part; |
● | at a price of $0.01 per warrant; |
● | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
● | if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like). |
● | in whole and not in part; |
● | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; |
● | if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like); and |
● | if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on |
| Held-To-Maturity | Level | Amortized Cost | Gross Holding Gain/(Loss) | Fair Value (i) | ||||||||||||
June 30, 2021 | U.S. Treasury Securities (Mature on 6/30/2021) | 1 | $ | 281,561,480 | $ | 0 | $ | 281,561,480 | |||||||||
December 31, 2020 | U.S. Treasury Securities (Mature on 2/25/2021) | 1 | $ | 278,773,543 | $ | (1,423 | ) | $ | 278,772,120 |
Held-To-Maturity | Level | Amortized Cost | Gross Holding Gain/(Loss) | Fair Value (i) | |||||||||||||
March 31, 2022 | U.S. Treasury Securities (Matured on 04/12/22 and reinvested with a new maturity of June 7, 2022) | 1 | $ | 284,409,300 | $ | (677 | ) | $ | 284,408,623 | ||||||||
December 31, 2021 | U.S. Treasury Securities (Mature on 1/25/2022) | 1 | $ | 284,373,197 | $ | 959 | $ | 284,374,156 |
(i) | Fair value of securities does not include cash held in trust in the amount of $10,206 and $6,579, as of March 31, 2022 and December 31, 2021, respectively. |
Level | June 30, 2021 | Level | December 31, 2020 | |||||||||||||
Assets: | ||||||||||||||||
Cash and marketable securities held in Trust Account | 1 | $ | 281,569,722 | 1 | $ | 278,774,646 | ||||||||||
Liabilities: | ||||||||||||||||
Warrant liability – public warrants | 1 | $ | 15,456,000 | 3 | $ | 22,364,221 | ||||||||||
Warrant liability – private placement warrants | 3 | 14,922,556 | 3 | 16,867,946 | ||||||||||||
FPA liability – committed | 3 | 2,972,558 | 3 | 2,947,167 | ||||||||||||
FPA liability – optional | 3 | 3,601,110 | 3 | 3,810,610 |
Level | March 31, 2022 | Level | December 31, 2021 | |||||||||||||
Warrant liabilities – public warrants | 1 | $ | 5,685,600 | 1 | $ | 9,798,000 | ||||||||||
Warrant liabilities – private placement warrants | 3 | $ | 6,576,624 | 3 | $ | 11,422,018 | ||||||||||
FPA liabilities – committed | 3 | $ | 2,392,629 | 3 | $ | 2,474,941 | ||||||||||
FPA liabilities – optional | 3 | $ | 2,397,256 | 3 | $ | 2,533,104 |
As of June 30, 2021 | As of December 31, 2020 | |||||||
Warrants- private placement | ||||||||
Common stock price | $ | 10.03 | $ | 9.77 | ||||
Volatility | 16.20 | % | 22.59 | % | ||||
Expected life of the options to convert | 5.70 years | 5.95 years | ||||||
Risk free rate | 0.99 | % | 0.50 | % | ||||
Dividend yield | 0 | % | 0 | % | ||||
FPA-committed | ||||||||
Common stock price | $ | 10.03 | $ | 9.77 | ||||
Time to maturity | 0.70 year | 0.95 year | ||||||
Risk Free rate | 0.06 | % | 0.10 | % | ||||
FPA-optional | ||||||||
Common stock price | $ | 10.03 | $ | 9.77 | ||||
Volatility | 10 | % | 10 | % | ||||
Time to maturity | 0.70 year | 0.95 year | ||||||
Risk Free rate | 0.06 | % | 0.10 | % |
At March 31, 2022 | At December 31, 2021 | |||||||
Warrants- private placement | ||||||||
Common stock price | $ | 10.25 | $ | 10.13 | ||||
Volatility | 3.7 | % | 10.20 | % | ||||
Expected life of the options to convert | 5.33 years | 5.45 years | ||||||
Risk free rate | 2.42 | % | 1.30 | % | ||||
Dividend yield | 0 | % | 0 | % | ||||
FPA-committed | ||||||||
Common stock price | $ | 10.25 | $ | 10.13 | ||||
Time to maturity | 0.33 year | 0.45 year | ||||||
Risk Free rate | 0.69 | % | 0.17 | % | ||||
FPA-optional | ||||||||
Common stock price | $ | 10.25 | $ | 10.13 | ||||
Volatility | 3.7 | % | 5.0 | % | ||||
Time to maturity | 0.33 year | 0.45 year | ||||||
Risk Free rate | 0.69 | % | 0.17 | % |
Public Warrants | Private Placement Warrants | Total Warrant Liability | Committed FPA | Optional FPA | Total FPA Liability | |||||||||||||||||||
Fair value as of December 31, 2020 | $ | 22,364,221 | $ | 16,867,946 | $ | 39,232,167 | $ | 2,947,167 | $ | 3,810,610 | $ | 6,757,777 | ||||||||||||
Additional Private Placement Warrants May 27, 2021 | 2,760,000 | 2,760,000 | ||||||||||||||||||||||
Fair Value of Private Placement Warrants in excess of purchase price | (79,548 | ) | (79,548 | ) | ||||||||||||||||||||
Change in fair value | (6,908,221 | ) | (4,625,842 | ) | (11,534,063 | ) | 25,391 | (209,500 | ) | (184,109 | ) | |||||||||||||
Fair value as of June 30, 2021 | $ | 15,456,000 | $ | 14,922,556 | $ | 30,378,556 | $ | 2,972,558 | $ | 3,601,110 | $ | 6,573,668 |
Public Warrants | Private Placement Warrants | Total Warrant Liabilities | Committed FPA | Optional FPA | Total FPA Liabilities | |||||||||||||||||||
Fair value as of December 31, 2021 | $ | 9,798,000 | $ | 11,422,018 | $ | 21,220,018 | $ | 2,474,941 | $ | 2,533,104 | $ | 5,008,045 | ||||||||||||
Change in fair value | (4,112,400 | ) | (4,845,394 | ) | (8,957,794 | ) | (82,312 | ) | (135,848 | ) | (218,160 | ) | ||||||||||||
Fair value as of March 31, 2022 | $ | 5,685,600 | $ | 6,576,624 | $ | 12,262,224 | $ | 2,392,629 | $ | 2,397,256 | $ | 4,789,885 |
Public Warrants | Initial Private Placement Warrants | Total Warrant Liability | Committed FPA | Optional FPA | Total FPA Liability | |||||||||||||||||||
Fair value as of December 31, 2020 | $ | 22,364,221 | $ | 16,867,946 | $ | 39,232,167 | $ | 2,947,167 | $ | 3,810,610 | $ | 6,757,777 | ||||||||||||
Change in fair value | (4,424,221 | ) | (2,904,737 | ) | (7,328,958 | ) | 528,947 | 1,074,822 | 1,603,769 | |||||||||||||||
Fair value as of March 31, 2021 | $ | 17,940,000 | $ | 13,963,209 | $ | 31,903,209 | $ | 3,476,114 | $ | 4,885,432 | $ | 8,361,546 |
(i) | at the closing of the Business Combination Transaction (the “Closing”), in accordance with the Delaware Limited Liability Company Act (“DGCL”), Merger Sub will merge with and into Grindr, the separate corporate existence of Merger Sub will cease and Grindr will be the surviving corporation and a wholly owned subsidiary of Tiga (the “Merger”); and |
(ii) | as a result of the Merger, among other things, (x) each series X ordinary units and each series Y preferred units (“Grindr Unit”) that is issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) shall be cancelled and converted into the right to receive a number of shares of New Grindr Common Stock (as defined below) equal to the quotient obtained by dividing (i) the Aggregate Merger Consideration (defined below), by (ii) the number of Aggregate Fully Diluted Grindr Units (as defined below) (“Exchange Ratio”); (y) each option to purchase series X ordinary units granted under the Incentive Plan [(as defined in the Merger Agreement)] (“Grindr Option”) that is then outstanding and unexercised shall be converted into the right to receive an option relating to shares of New Grindr Common Stock upon substantially the same terms and conditions as are in effect with respect to such Grindr Option immediately prior to the Effective Time, including with respect to vesting and termination-related provisions; and (z) each Grindr Warrant (as defined below) that is outstanding immediately prior to the Effective Time shall be converted into the right to receive a warrant relating to shares of New Grindr Common Stock with substantially the same terms and conditions as were applicable to such warrant (excluding Grindr Options) to purchase Grindr Units (“Grindr Warrant”). “Aggregate Merger Consideration” means a number of shares of New Grindr Common Stock equal to the quotient obtained by dividing (i) the sum of (a) the Grindr Valuation (as defined below) plus (b) the aggregate exercise price of all in-the-money Grindr Options and all in-the-money Grindr Warrants that are issued and outstanding immediately prior to the Effective Time by (ii) $10.00; and “Aggregate Fully Diluted Grindr Units” means, without duplication, the aggregate number of Grindr Units that are (i) issued and outstanding immediately prior to the Effective Time and (ii) issuable upon, or subject to, the settlement of all in-the-money Grindr Options and all-in-the-money Grindr Warrants (whether or not then vested or exercisable) that are issued and outstanding immediately prior to the Effective Time. |
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
(i) | at the closing of the Business Combination Transaction (the “Closing”), in accordance with the Delaware Limited Liability Company Act (“DGCL”), Merger Sub will merge with and into Grindr, the separate corporate existence of Merger Sub will cease and Grindr will be the surviving corporation and a wholly owned subsidiary of Tiga (the “Merger”); and |
(ii) | as a result of the Merger, among other things, (x) each series X ordinary units and each series Y preferred units (“Grindr Unit”) that is issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) shall be cancelled and converted into the right to receive a number of shares of New Grindr Common Stock (as defined below) equal to the quotient obtained by dividing (i) the Aggregate Merger Consideration (defined below), by (ii) the number of Aggregate Fully Diluted Grindr Units (as defined below) (“Exchange Ratio”); (y) each option to purchase series X ordinary units granted under the Incentive Plan [(as defined in the Merger Agreement)] (“Grindr Option”) that is then outstanding and unexercised shall be converted into the right to receive an option relating to shares of New Grindr Common Stock upon substantially the same terms and conditions as are in effect with respect to such Grindr Option immediately prior to the Effective Time, including with respect to vesting and termination-related provisions; and (z) each Grindr Warrant (as defined below) that is outstanding immediately prior to the Effective Time shall be converted into the right to receive a warrant relating to shares of New Grindr Common Stock with substantially the same terms and conditions as were applicable to such warrant (excluding Grindr Options) to purchase Grindr Units (“Grindr Warrant”). “Aggregate Merger Consideration” means a number of shares of New Grindr Common Stock equal to the quotient obtained by dividing (i) the sum of (a) the Grindr Valuation (as defined below) plus (b) the aggregate exercise price of all in-the-money Grindr Options and all in-the-money Grindr Warrants that are issued and outstanding immediately prior to the Effective Time by (ii) $10.00; and “Aggregate Fully Diluted Grindr Units” means, without duplication, the aggregate number of Grindr Units that are (i) issued and outstanding immediately prior to the Effective Time and (ii) issuable upon, or subject to, the settlement of all in-the-money Grindr Options and all-in-the-money Grindr Warrants (whether or not then vested or exercisable) that are issued and outstanding immediately prior to the Effective Time. |
ITEM 4. | CONTROLS AND PROCEDURES |
ITEM 1. | LEGAL PROCEEDINGS. |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
ITEM 6. | EXHIBITS |
No. | Description of Exhibit | |
2.1 | Merger Agreement, dated as of May 9, 2022, by and among Tiga Acquisition Corp., Tiga Merger Sub LLC, and Grindr Group LLC.(1) | |
10.1 | Amended and Restated Forward Purchase Agreement, dated as of May 9, 2022, by and among Tiga Acquisition Corp., and Tiga Sponsor LLC.(1) | |
10.2 | Transaction Support Agreement, dated as of May 9, 2022, by and among Tiga Acquisition Corp., Tiga Merger Sub LLC, Tiga Sponsor LLC., and the individuals named therein. (1) | |
10.3 | Form of Unitholder Support Agreement.(1) | |
10.4 | Form of Amended and Restated Registration Rights Agreement.(1) | |
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
101.INS* | XBRL Instance Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
* | Filed herewith. |
** | Furnished. |
(1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on May 9, 2022 and incorporated by reference herein. |
TIGA ACQUISITION CORP. | ||
Date: | /s/ George Raymond Zage III | |
Name: | George Raymond Zage III | |
Title: | Chief Executive Office and Chairman | |
(Principal Executive Officer) | ||
Date: | /s/ Diana Luo | |
Name: | Diana Luo | |
Title: | Chief Financial Officer | |
(Principal Financial and Accounting Officer) |