Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________
FORM 10-Q

________________________
(MARK ONE)Mark One)
☒
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterquarterly period ended September 30, 2022March 31, 2023

OR
☐
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  _________ to

 _________
Commission file number:number 001-39714

________________________
TIGA ACQUISITION CORP.
Grindr Inc.
(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter)its charter)

________________________
Cayman Islands
N/A
Delaware92-1079067
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer Identification No.)

Ocean Financial Centre
Level 40, 10 Collyer Quay, Singapore
Singapore
049315
PO Box 69176 750 N. San Vincente Blvd., Suite RE 1400
West Hollywood, California
90069
(Address of principal executive offices)Principal Executive Offices)(Zip Code)

+65 6808 6288(310) 776-6680
(Issuer’sRegistrant's telephone number, including area code)code

N/A
(Former name, former address and former fiscal year, if changed since last report)
________________________
Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)
Name of each exchange on
which registered
Units, each consisting of one Class A ordinaryCommon Stock, $0.0001 par value per share and one-half of one redeemable warrant
GRNDTINV U
The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share
TINV
The New York Stock Exchange
Redeemable warrants,Warrants, each whole warrant exercisable for one Class A ordinary share of Common Stock at an exercise price of $11.50 per share
GRND.WSTINV WS
The New York Stock Exchange

CheckIndicate by check mark whether the issuerregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 12 months (or for such shorter period that the registrant was required to file such reports),; and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ xNo ☐o

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ xNo ☐

o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”,filer,” “accelerated filer”, “smaller reporting company”, and “emerging"emerging growth company”company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐oAccelerated filer☐o
Non-accelerated filer
☒xSmaller reporting company☒
x
Emerging growth company☒x

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 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ ☐No ☐x

The registrant had 173,844,998 shares of common stock outstanding as of May 12, 2023.
As of November 7, 2022, there were 27,600,000 Class A ordinary shares, $0.0001 par value and 6,900,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.


TIGA ACQUISITION CORP.
Table of Contents
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022
TABLE OF CONTENTS

Page
Special Note Regarding Forward-Looking Statements
2
3
3
Item 1.Financial Statements
1
3
2
4
3
5
4
6
5
7
20
23
28
35
35
Item 4.28
36
Legal Proceedings
36
PART II – OTHER INFORMATION
29
Item 1A.
Risk Factors
29
36
29
36
29
36
29
36
29
Item 6.
Exhibits36
30
PART III
31
37
38

Table of Contents
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. These forward-looking statements include statements regarding our intentions, beliefs and current expectations and projections concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which we operate. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.
The forward-looking statements contained in this Quarterly Report on Form 10-Q reflect our current views about our business and future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. There are no guarantees that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
•the success in retaining or recruiting, or changes required in, our directors, officers or key employees;
•the impact of the regulatory environment and complexities with compliance related to such environment, including maintaining compliance with privacy and data protection laws and regulations;
•the ability to respond to general economic conditions;
•factors relating to our and our subsidiaries’ business, operations and financial performance, including:
◦competition in the dating and social networking products and services industry;
◦the ability to maintain and attract users;
◦fluctuation in quarterly and yearly results;
◦the ability to adapt to changes in technology and user preferences in a timely and cost-effective manner;
◦the ability to protect systems and infrastructures from cyber-attacks and prevent unauthorized data access;
◦the dependence on the integrity of third-party systems and infrastructure; and
◦the ability to protect our intellectual property rights from unauthorized use by third parties.
•whether the concentration of our stock ownership and voting power limits our stockholders’ ability to influence corporate matters;
•the effects of the ongoing coronavirus (“COVID-19”) pandemic, the 2022 mpox outbreak, or other infectious diseases, health epidemics, pandemics and natural disasters on our business;
•the ability to maintain the listing of our common stock and public warrants on the New York Stock Exchange (“NYSE”); and
•the increasingly competitive environment in which we operate.
In addition, statements that “Grindr believes” or “we believe” and similar statements reflect our beliefs and opinions on the relevant subjects. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. Except to the extent required by applicable law, we are under no obligation (and expressly disclaim any suchobligation) to update or revise our forward-looking statements whether as a result of new information, future events, or otherwise. For a further discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled “Risk Factors” included under Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2022. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements).
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PART 1I – FINANCIAL INFORMATION

Item 1.Item 1. Condensed Consolidated Financial Statements

TIGA ACQUISITION CORP.Grindr Inc. and subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETSCondensed Consolidated Balance Sheets (unaudited)

  
September 30,
2022
  
December 31,
2021
 
  (Unaudited)  
 
ASSETS      
Current Assets      
Cash 
$
100,240
  
$
17,499
 
Prepaid expenses  
47,000
   
123,750
 
Total Current Assets  
147,240
   
141,249
 
         
Cash and Investments held in Trust Account  
288,841,899
   
284,379,776
 
Total Assets $288,989,139  $284,521,025 
         
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT        
Current Liabilities:        
Accrued expenses 
$
7,761,079
  
$
559,183
 
Convertible promissory note - related party  
1,780,000
   
—
 
Total Current Liabilities  
9,541,079
   
559,183
 
         
Forward Purchase Agreement liabilities
  
8,079,104
   
5,008,045
 
Warrant liabilities  
22,328,400
   
21,220,018
 
Deferred underwriting fee payable  
9,660,000
   
9,660,000
 
Total Liabilities  49,608,583   36,447,246 
         
Commitments and Contingencies  
   
 
Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,600,000 shares at redemption value of $10.47 and $10.30 per share as of September 30, 2022 and December 31, 2021, respectively
  
288,841,899
   
284,280,000
 
         
Shareholders’ Deficit        
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued or 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 September 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 September 30, 2022 and December 31, 2021
  
690
   
690
 
Additional paid-in capital  
—
   
—
 
Accumulated deficit  
(49,462,033
)
  
(36,206,911
)
Total Shareholders’ Deficit  (49,461,343)  (36,206,221)
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT $288,989,139  $284,521,025 

(in thousands, except share data)
March 31,December 31,
20232022
Assets
Current Assets
Cash and cash equivalents$33,837 $8,725 
Accounts receivable, net of allowance of $542 and $336, respectively28,548 22,435 
Prepaid expenses7,995 7,622 
Deferred charges3,448 3,652 
Other current assets544 750 
Total current assets74,372 43,184 
Restricted cash1,392 1,392 
Property and equipment, net1,858 2,021 
Capitalized software development costs, net8,448 7,385 
Intangible assets, net97,239 104,544 
Goodwill275,703 275,703 
Right of use assets4,255 4,535 
Other assets93 64 
Total assets$463,360 $438,828 
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable$6,029 $5,435 
Accrued expenses and other current liabilities37,635 15,681 
Current maturities of long-term debt, net23,053 22,152 
Deferred revenue17,832 18,586 
Total current liabilities84,549 61,854 
Long-term debt, net337,024 338,476 
Warrant liability33,250 17,933 
Lease liability3,327 3,658 
Deferred tax liability10,254 12,528 
Other non-current liabilities596 327 
Total liabilities469,000 434,776 
Commitments and Contingencies (Note 14)
Stockholders’ Equity
Preferred stock, par value $0.0001; 100,000,000 shares authorized; none issued and outstanding at March 31, 2023 and December 31, 2022, respectively— — 
Common stock, par value $0.0001; 1,000,000,000 shares authorized; 173,820,837 and 173,524,360 shares issued; 173,842,712 and 173,524,360 shares outstanding at March 31, 2023 and December 31, 2022, respectively17 17 
Additional paid-in capital32,285 9,078 
Accumulated deficit(37,942)(5,043)
Total stockholders’ equity(5,640)4,052 
Total liabilities and stockholders’ equity$463,360 $438,828 
TheSee accompanying notes are an integral part of theseto unaudited condensed consolidated financial statements.

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TIGA ACQUISITION CORP.Grindr Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSConsolidated Statements of Operations and Comprehensive (Loss) Income (unaudited)
(UNAUDITED)(in thousands, except per share data)

Three Months Ended
March 31,
20232022
Revenue$55,809 $43,530 
Operating costs and expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below)14,815 11,701 
Selling, general and administrative expense18,945 10,378 
Product development expense5,506 3,647 
Depreciation and amortization7,952 9,026 
Total operating costs and expenses47,218 34,752 
Income from operations8,591 8,778 
Other expense
Interest expense, net(10,793)(2,956)
Other income (expense), net123 (68)
Change in fair value of warrant liability(15,317)— 
Total other expense(25,987)(3,024)
Net (loss) income before income tax(17,396)5,754 
Income tax provision15,503 1,253 
Net (loss) income and comprehensive (loss) income$(32,899)$4,501 
Net (loss) income per share:  
Basic$(0.19)$0.03 
Diluted$(0.19)$0.03 
Weighted-average shares outstanding:
Basic173,599,925 155,566,232 
Diluted173,599,925 156,256,720 
  
For the Three Months Ended
September 30,
  
For the Nine Months Ended
September 30,
 
  2022  2021  2022  2021 
             
Operating costs $4,731,970  $666,952  $8,975,905  $1,501,739 
Loss from operations  (4,731,970)  (666,952)  (8,975,905)  (1,501,739)
                 
Other (expense) income:                
Interest earned on investments held in Trust Account  1,299,129   23,028   1,702,123   58,104 
Fair value of private placement warrant in excess of purchase price  —   —   (81,153)  79,548 
Change in fair value of warrant liabilities  (3,193,590)  11,368,775   1,732,771   22,902,838 
Change in fair value of forward purchase agreement liabilities  (2,558,043)  1,105,906   (3,071,059)  1,290,015 
Total other (expense) income, net  (4,452,504)  12,497,709   282,682   24,330,505 
                 
Net (loss) income $(9,184,474) $11,830,757  $(8,693,223) $22,828,766 
                 
Weighted average shares outstanding of Class A ordinary shares  27,600,000   27,600,000   27,600,000   27,600,000 
Basic and diluted net (loss) income per share, Class A ordinary shares $(0.27) $0.34  $(0.25) $0.66 
Weighted average shares outstanding of Class B ordinary shares  6,900,000   6,900,000   6,900,000   6,900,000 
Basic and diluted net (loss) income per share, Class B ordinary shares $(0.27) $0.34  $(0.25) $0.66 

TheSee accompanying notes are an integral part of theseto unaudited condensed consolidated financial statements.

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2Grindr Inc. and subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity (unaudited)
(in thousands, except per share amounts and share data)

Preferred Stock
(Par value $0.0001)
Common Stock
(Par value $0.0001)
Series Y Preferred Units
(Par value $0.00001)
Series X Ordinary Units
(Par value $0.00001)
Additional
paid-in
capital
Accumulated
deficit
Total stockholders’
equity
SharesAmountSharesAmountSharesAmountSharesAmount
Balance at December 31, 2021, as previously reported— $— — $— — $— 110,867,483 $1 $269,131 $(5,895)$263,237 
Retroactive application of recapitalization— — 155,541,074 16 — — (110,867,483)(1)(15)— — 
Balance at December 31, 2021, after effect of reverse recapitalization— — 155,541,074 16 — — — — 269,116 (5,895)263,237 
Net income— — — — — — — — — 4,501 4,501 
Interest on the promissory note to a member— — — — — — — — (741)— (741)
Related party unit-based compensation— — — — — — — — 349 — 349 
Stock-based compensation— — — — — — — — 414 — 414 
Exercise of stock options— — 37,086 — — — — — 119 — 119 
Balance at March 31, 2022— $— 155,578,160 $16 — $— — $— $269,257 $(1,394)$267,879 

Preferred Stock
(Par value $0.0001)
Common Stock
(Par value $0.0001)
Additional
paid-in
capital
Accumulated
deficit
Total stockholders’
equity
SharesAmountSharesAmount
Balance at December 31, 2022— $— 173,524,360 $17 $9,078 $(5,043)$4,052 
Net loss— — — — — (32,899)(32,899)
Interest on the promissory note to a member— — — — (282)— (282)
Repayment of promissory note to a member— — — — 18,833 — 18,833 
Payment of interest on promissory note to a member— — — — 520 — 520 
Stock-based compensation— — — — 3,126 — 3,126 
Vested restricted stock units— — 21,875 — — — — 
Exercise of stock options— — 296,477 — 1,010 — 1,010 
Balance at March 31, 2023— $— 173,842,712 $17 $32,285 $(37,942)$(5,640)

See accompanying notes to unaudited condensed consolidated financial statements.
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TIGA ACQUISITION CORP.Grindr Inc. and subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICITCondensed Consolidated Statements of Cash Flows (unaudited)
(UNAUDITED)(in thousands)

Three Months Ended
March 31,
20232022
Operating activities
Net (loss) income$(32,899)$4,501 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Share-based compensation3,341 734 
Fair value change in warrant liability15,317 — 
Amortization of debt issuance costs512 228 
Interest income on promissory note from member(282)(741)
Depreciation and amortization7,952 9,026 
Provision for expected credit losses/doubtful accounts206 49 
Deferred income taxes(2,274)(1,285)
Non-cash lease expense280 253 
Changes in operating assets and liabilities:
Accounts receivable(6,319)754 
Prepaid expenses and deferred charges(169)(1,142)
Other current assets206 954 
Other assets(29)20 
Accounts payable1,790 388 
Accrued expenses and other current liabilities21,954 1,645 
Deferred revenue(754)(456)
Lease liability(331)(1,055)
Other liabilities— 89 
Net cash provided by operating activities$8,501 $13,962 
Investing activities
Purchase of property and equipment$(32)$(103)
Additions to capitalized software(1,461)(1,012)
Net cash used in investing activities$(1,493)$(1,115)
Financing activities
Transaction costs paid in connection with the Business Combination$(1,196)$— 
Proceeds from the repayment of promissory note to a member including interest19,353 — 
Proceeds from exercise of stock options1,010 119 
Principal payment on debt(1,063)(960)
Net cash provided by (used in) financing activities$18,104 $(841)
Net increase in cash, cash equivalents and restricted cash25,112 12,006 
Cash, cash equivalents and restricted cash, beginning of the period10,117 17,170 
Cash, cash equivalents and restricted cash, end of the period$35,229 $29,176 
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents$33,837 $27,784 
Restricted cash1,392 1,392 
Cash, cash equivalents and restricted cash$35,229 $29,176 
Supplemental disclosure of cash flow information:
Cash interest paid$5,172 $3,329 
Income taxes paid$725 $63 
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

  
Class B Ordinary
Shares
  
Additional
Paid-in
  Accumulated  
Total
Shareholders’
 
  Shares  Amount  Capital  Deficit  Deficit 
Balance – January 1, 2022
  6,900,000  $690  $—  $(36,206,911) $(36,206,221)
Net income  —   —   —   8,009,333   8,009,333 
Balance – March 31, 2022 (unaudited)
  6,900,000  $690  $—  $(28,197,578) $(28,196,888)
Accretion for Class A ordinary shares to redemption amount  —
   —   —
   (3,262,770)  (3,262,770)
Net loss  —
   —
   —
   (7,518,082)  (7,518,082)
Balance – June 30, 2022 (unaudited)  6,900,000
  $690  $—  $(38,978,430) $(38,977,740)
Accretion for Class A ordinary shares to redemption amount  —   —   —   (1,299,129)  (1,299,129)
Net loss
  —   —   —   (9,184,474)  (9,184,474)
Balance – September 30, 2022 (unaudited)  6,900,000  $690  $—  $(49,462,033) $(49,461,343)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

  
Class B Ordinary
Shares
  
Additional
Paid-in
  Accumulated  
Total
Shareholders’
 
  Shares  Amount  Capital  Deficit  Deficit 
Balance – January 1, 2021  6,900,000
  $690  $—  $(54,292,560) $(54,291,870)
Net income
  —
   —
   —
   5,572,126
   5,572,126
 
Balance – March 31, 2021 (unaudited)  6,900,000
  $690  $—  $(48,720,434) $(48,719,744)
Accretion for Class A ordinary shares to redemption amount
  —   —   —   (2,760,000)  (2,760,000)
Net income
  —   —   —   5,425,883   5,425,883 
Balance – June 30, 2021 (unaudited)
  6,900,000  $690  $—  $(46,054,551) $(46,053,861)
Net income  —   —   —   11,830,757   11,830,757 
Balance – September 30, 2021 (unaudited)  6,900,000  $690  $—  $(34,223,794) $(34,223,104)

TheSee accompanying notes are an integral part of theseto unaudited condensed consolidated financial statements.

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Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
TIGA ACQUISITION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

  
Nine Months Ended
September 30,
 
  2022
  2021
 
Cash Flows from Operating Activities:      
Net income (loss)
 $(8,693,223) $22,828,766 
Adjustments to reconcile net income (loss) to net cash used in operating activities:        
Change in fair value of warrant liabilities  (1,732,771)  (22,902,838)
Change in fair value of forward purchase agreement liabilities  3,071,059   (1,290,015)
Fair value of private placement warrant in excess of purchase price
  81,153   (79,548)
Interest earned on investments held in Trust Account  (1,702,123)  (58,104)
Changes in operating assets and liabilities:        
Prepaid expenses  76,750   88,874 
Accrued expenses  7,201,896   632,644 
Net cash used in operating activities  (1,697,259)  (780,221)
Cash Flows from Investing Activities:
        
Investment of cash into Trust Account
  (2,760,000)  (2,760,000)
Net cash used in investing activities
  (2,760,000)  (2,760,000)
         
Cash Flows from Financing Activities:        
Proceeds from sale of Private Placements Warrants
  2,760,000   2,760,000 
Proceeds from convertible promissory note – related party  1,780,000   — 
Payment of offering costs  —   (26,780)
Net cash provided by financing activities
  4,540,000   2,733,220 
         
Net Change in Cash  82,741   (807,001)
Cash – Beginning of period  17,499   1,144,776 
Cash – End of period $100,240  $337,775 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)


NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

1.Nature of Business
Tiga Acquisition Corp.Grindr Inc. (“Tiga”Grindr” or the “Company”) is headquartered in Los Angeles, California and manages and operates the Grindr app, a blank check companyglobal LGBTQ social network platform serving and addressing the needs of the LGBTQ queer community. The Grindr app is available through Apple’s App Store for iPhones and Google Play for Android. The Company offers both a free, ad-supported service and a premium subscription version.
Grindr was originally incorporated as ain the Cayman Islands exempted company on July 27, 2020. The Company was incorporated2020 under the name Tiga Acquisition Corp. (“Tiga”), a special-purpose acquisition company for the purpose of effecting a merger, sharecapital stock exchange, asset acquisition, sharestock purchase, reorganization or engaging in any other similar business combination with one or more businesses or entities (a “Business Combination”).entities. On April 11,May 9, 2022, Grindr Group LLC and its subsidiaries (“Legacy Grindr”) entered into an Agreement and Plan of Merger (as amended on October 5, 2022, the “Merger Agreement”) with Tiga, Merger Sub LLC (“Merger Sub I”),in which Legacy Grindr would become a wholly owned subsidiary of Tiga was 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. Merger Sub I owns no material assets and does not operate any business.(the “Business Combination”). On September 9,November 17, 2022, Tiga Merger Sub II LLC (“Merger Sub II”), a wholly owned subsidiary of Tiga was formed solely forredomiciled to the purpose of effectuating the Second Merger described herein. Merger Sub II was incorporated under the laws of the State of Delaware. Merger Sub II owns no material assets and does not operate any business.

OnUnited States. Upon the closing date of the Business Combination Merger Sub I will merge with and into Grindr Group LLC (“Grindr”)on November 18, 2022 (the “First Merger”“Closing”), with Grindr survivingTiga was renamed to “Grindr Inc.”
Throughout 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, of such Surviving Company will merge 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.

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2022, the Company had not commenced any operations. All activity for the period from July 27, 2020 (inception) and since the Initial Public Offering through September 30, 2022 relatesnotes to the Company’s formationconsolidated financial statements, unless otherwise noted, the “Company” refers to Legacy Grindr and the preparation for the initial public offering (the “Initial Public Offering”), which is described below. Since the Initial Public Offering, the Company’s activities have been limited to the search for a business combination target and activities in connection with the proposed Business Combination with Grindr, as described further in Note 10. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest and dividend income from the proceeds obtained in connection with the Initial Public Offering.

The registration statement for the Initial Public Offering was declared effective on November 23, 2020. On November 27, 2020, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,280,000 warrants (the “Initial Private Placement Warrants”) at a price of $1.00 per Initial Private Placement Warrant in a private placement to Tiga Sponsor LLC (the “Sponsor”), generating gross proceeds of $10,280,000, which is described in Note 4.

Transaction costs amounted to $15,736,649, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $556,649 of other offering costs.

Following the closing of the Initial Public Offering on November 27, 2020, an amount of $278,760,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Initial Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in 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 until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants (as defined below), although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business dayssubsidiaries prior to the consummation of the Business Combination, (currently anticipated to be $10.40 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

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TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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 Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.


The Company will have up until November 27, 2022 (the “Combination Period”) to consummate a Business Combination. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.


The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit.


In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.40 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.40 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

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TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
Business Combination

On May 9, 2022, Tiga entered into an agreement and plan of merger with Tiga Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Tiga (“Merger Sub I”), and Grindr (as amended by the first amendment to the agreement and plan of merger, dated as of October 5, 2022, by and among Tiga, Merger Sub I, Tiga Merger Sub II LLC, a Delaware limited liability company and wholly owned subsidiary of Tiga (“Merger Sub II”) and Grindr and as it may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”).
The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other transactions contemplated by the Merger Agreement, including the Domestication (as defined below), the “Business Combination Transaction”):


(i)
at the closing of the Business Combination Transaction (the “Closing”), in accordance with the Delaware Limited Liability Company Act (“DGCL”), Merger Sub I will merge with and into Grindr, the separate corporate existence of Merger Sub I will cease, and Grindr will be the surviving corporation and a wholly owned subsidiary of Tiga (the “First Merger”), and as promptly as practicable and as part of the same overall transaction as the First Merger, the merger of such surviving corporation 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; and


(ii)
as a result of the Mergers, among other things, (x) each Grindr series X ordinary unit (“Grindr Series X Ordinary Unit”) and each Grindr series Y preferred unit (“Grindr Series Y Preferred Unit”, and together with the Grindr Series X Ordinary Units, the “Grindr Units”) 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 Stock Consideration (as defined below), by (ii) the number of Aggregate Fully Diluted Grindr Units (as defined below) (the “Exchange Ratio”); (y) each option to purchase Grindr Series X Ordinary Units granted under the Company 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 number of warrants 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”) in an amount equal to the pro rata share of the Aggregate Merger Warrant Consideration (as defined below). “Aggregate Merger Stock 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 that are issued and outstanding immediately prior to the Effective Time by (ii) $10.00 plus the number of forward purchase shares and backstop shares received by the Grindr, or which Grindr is entitled to receive under the A&R FPA (as defined below); “Aggregate Merger Warrant Consideration” means a number of warrants relating to New Grindr Common Stock 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 FPA; .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 (whether or not then vested or exercisable) that are issued and outstanding immediately prior to the Effective Time.

Under the Merger Agreement, Tiga has agreed to acquire all Grindr Units for (i) the Grindr Valuation plus (ii) the aggregate exercise price of all in-the-money Grindr Options that are issued and outstanding immediately prior to the Effective Time the in the form of New Grindr Common Stock (at $10 per share) to be paid at the effective time of the Business Combination, plus (iii) the number of forward purchase shares and backstop shares received by Grindr or which Grindr is entitled to receive under the A&R FPA. “Grindr Valuation” means $1,584,000,000 plus the amount, if any, by which the Permitted Distribution Amount exceeds the Grindr Distribution Amount; “Permitted Distribution Amount” means $370,000,000 and “Grindr Distribution Amount” means 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. 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 Special Committee of Tiga has unanimously approved and declared advisable the Merger Agreement and the Business Combination. In addition, the Board of Directors of Tiga (the “Board”) has unanimously (i) approved and declared advisable the Merger Agreement and the Business Combination and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of Tiga.

Prior to the Closing, subject to the approval of Tiga’s shareholders, and in accordance with the DGCL, Cayman Islands Companies Law (2020 Revision) (the “CICL”) and Tiga’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”), Tiga will effect a deregistration under the CICL and a domestication under Section 388 of the DGCL with the Secretary of State of Delaware), pursuant to which Tiga’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). In connection with the Domestication, Tiga, as the continuing entity in the Domestication, will be renamed “Grindr Inc.” As used herein, “New Grindr” refers to Tigaits subsidiaries after the Domestication, including after such change of name.

In connection with the Domestication, (i) each of the then issued and outstanding Class A ordinary shares, 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”), (ii) each of the then issued and outstanding Class B ordinary shares, 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, (iii) each then issued and outstanding warrant of Tiga will convert automatically into a warrant to acquire one share of New Grindr Common Stock (“New Grindr Warrant”), pursuant to the Warrant Agreement, dated November 23, 2020, between Tiga and Continental Stock Transfer & Trust Company, as warrant agent, and (iv) each then issued and outstanding unit of Tiga will separate and convert automatically into one share of New Grindr Common Stock and one-half of one New Grindr Warrant.

On November 1, 2022, the registration statement on Form S-4 was declared effective by the SEC. On the same day, the Company filed its definitive proxy statement/prospectus providing for an extraordinary general meeting on November 15, 2022 on which the shareholders of record as of October 17, 2022 will consider and vote upon: (i) a proposal to approve and adopt the Merger Agreement and the other transactions contemplated by the Merger Agreement and related agreements described in the definitive proxy statement/prospectus;(ii) 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;(iii) a proposal to adopt the proposed certificate of incorporation and bylaws of New Grindr in the form attached as Annex I and J of the definitive proxy statement/prospectus;(iv) to consider and vote upon, on a non-binding advisory basis, certain material differences between the Company’s amended and restated memorandum and articles of association and the proposed certificate of incorporation and proposed bylaws;(v) a proposal to elect nine directors, who upon consummation of the Business Combination Transaction, will be the directorsCombination.
2.Summary of New Grindr;(vi) a proposal to approve the issuanceSignificant Accounting Policies
Basis of New Grindr Common Stock to (a) the Forward Purchase Investors (as defined in the definitive proxy statement/prospectus) pursuant to the backstop commitmentPresentation and the forward purchase commitment and (b) Grindr’s members pursuant to the Merger Agreement;(vii) a proposal to approve and adopt the Grindr 2022 equity incentive plan, in the form attached as Annex F to the definitive proxy statement/prospectus; and (viii) a proposal 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.

Consolidation
The Business Combination Transactionhas been accounted for as a reverse recapitalization under the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, Tiga has been treated as the acquired company for financial reporting purposes. This determination is expected to closeprimarily based on or about November 18, 2022.


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Tablethe Legacy Grindr unitholders having a relative majority of Contents

TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
Liquidity and Going Concern

Asthe voting power of September 30, 2022,Grindr, Legacy Grindr unitholders having the Company had cash of $100,240. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

The Company will need to raise additional capital through loans or additional investments from its initial shareholders, officers or directors. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to the Company on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue asnominate the majority of the members of the board of directors, Legacy Grindr senior management comprising the senior management roles of Grindr and who are responsible for the day-to-day operations, and for the strategy and operations of Grindr. Accordingly, for accounting purposes, the financial statements of Grindr represent a going concern through one year and one day fromcontinuation of the issuancefinancial statements of this Form 10-Q.


In connectionLegacy Grindr with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until November 27, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination being treated as the equivalent of Legacy Grindr issuing shares for the net assets of Tiga, accompanied by this time. If a Business Combination is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolutionrecapitalization. The net assets of the Company. Management has determined that the liquidity conditions and mandatory liquidation, should a Business Combination not occur, and an extension is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The Company intends to complete its Business Combination. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 27, 2022.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinableTiga were recognized as of the dateClosing at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of these unaudited condensed consolidated financial statements. The financial statements do not include any adjustments that might result fromLegacy Grindr and the outcomeaccumulated deficit of this uncertainty.Legacy Grindr has been carried forward after Closing.

All periods prior to the Business Combination have been retrospectively adjusted using the exchange ratio for the equivalent number of shares outstanding immediately after the Closing to effect the reverse recapitalization (the "Exchange Ratio"). In February 2022,addition, all granted and outstanding unvested Legacy Grindr unit options were converted using the Russian Federation and Belarus commenced a military actionExchange Ratio into options exercisable for shares of Grindr common stock with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federationsame terms and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed consolidated financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation

vesting conditions.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordanceconformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial informationU.S. GAAP and in accordance with the instructions to Form 10-Qapplicable rules and Article 8 of Regulation S-Xregulations of the Securities and Exchange Commission, (the “SEC”(“SEC”)., regarding interim financial reporting. Certain information or footnoteand disclosures normally included in the condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to thesuch rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanyingregulations. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-Kaudited financial statements and accompanying notes for the periodyear ended December 31, 2021 as filed with the SEC on March 22, 2022. The interim resultsunaudited condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the three and nine months ended September 30, 2022 are not necessarily indicativefair statement of the results to be expected for the period ending December 31, 2022 or any future periods.


Principles of Consolidation

condensed consolidated financial statements. The accompanying condensed consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries. All significantsubsidiaries after elimination of intercompany balancestransactions and transactions have been eliminated in consolidation.balances. The operating results for the three months ended March 31, 2023 are not necessarily indicative of the results expected for the full year ending December 31, 2023.
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Emerging Growth Company
Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
TheAccounting Estimates
Management of the Company 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”), and it may 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 withmake certain estimates, judgments, and assumptions during the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding 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. The Company 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, the Company, 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 the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
Use of Estimates

The preparation of condensedits consolidated financial statements in conformityaccordance with GAAP requires the Company’s management to makeU.S. GAAP. These estimates, judgments, and assumptions that affectimpact the reported amounts of assets, liabilities, revenue, and liabilitiesexpenses, and the related disclosure of contingent assets and liabilities atliabilities. Actual results could differ from these estimates. On an ongoing basis, the dateCompany evaluates its estimates and judgments including those related to: the useful lives and recoverability of property and equipment and definite-lived intangible assets; the financial statementsrecoverability of goodwill and indefinite-lived intangible assets; the reported amountscarrying value of expenses during the reporting period.


Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements isaccounts receivable, including the determination of the fair value of the warrant and forward purchase agreement liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates.


Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.


Warrant and Forward Purchase Agreement Liability
 
The Company accountsallowance for the Warrants and the FPA (each as defined below) in accordance with the guidance contained in ASC 815-40, under which the Warrants and FPA do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants and FPA as liabilities at their fair value and adjusts the Warrants and FPA to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the condensed consolidated statements of operations. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed consolidated statements of operations.


The Public Warrants (as defined below) for periods where no observable trade price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The fair value of the Private Placement Warrants (as defined below) was determined using a Black-Scholes-Merton model. The committed units of the FPA are valued using a discounted valuation of a reconstructed unit price and the optional units of the FPA are valued using the same reconstructed unit price within a Black-Scholes-Merton model framework.

Convertible Promissory Note - Related Party

The Company accounts for its Convertible Note under ASC 815, “Derivatives and Hedging” (“ASC 815”). Under 815-15-25, an election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for its Convertible Note. Using the fair value option, the Convertible Note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Convertible Note is recognized as a non-cash gain or loss on the condensed statements of operations.

The Company has determinedcredit losses; the fair value of common stock warrant liabilities; valuation allowance for deferred tax assets; effective income tax rate; unrecognized tax benefits; legal contingencies; the noteincremental borrowing rate for the Company's leases; and the valuation of stock-based compensation, among others.
Segment Information
The Company operates in one segment. The Company’s operating segments are identified according to how the performance of its business is more accurately recorded at par sincemanaged and evaluated by its chief operating decision maker, the conversion price is 145% higher than the value of the warrants. No arms-length transaction by a note holder would result in a conversion with this fact pattern, thus it is a more accurate depiction with recording at par. As such, no fair value change was booked to the consolidated statement of operations.


Marketable Investments Held in Trust Account

At September 30, 2022 and December 31, 2021, substantiallyCompany’s Chief Executive Officer (“CEO”). Substantially all of the Company’s long-lived assets are attributed to operations in the Trust Account were held in U.S. Treasury securities with a maturity of 185 days or less. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320, “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts.


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TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, Class A ordinary shares, 27,600,000, subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets.


The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.


At September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table:

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
  284,280,000 
Plus:
    
Accretion of carrying value to redemption value
  4,561,899 
Class A ordinary shares subject to possible redemption at September 30, 2022
 $
288,841,899 

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.


The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Net Income (Loss) Per Ordinary Share


The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The net income or loss is allocated to each class of shares using an allocation of total shares, which is then divided by the total shares for the respective class. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

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Table of Contents

TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 32,360,000 Class A ordinary shares in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share:



 
For the Three Months Ended
September 30,
  
For the Nine Months Ended
September 30,
 
  2022  2022  2021  2021  2022
  2021 
  Class A
  Class B  Class A  Class B
  Class A  Class B  Class A
  Class B
 
Basic and diluted net (loss) income per ordinary share
                   ​    
Numerator:
 
                 ​    
Allocation of net (loss) income
 $(7,347,579) $(1,836,895) $9,464,606  $2,366,151  $(6,954,578) $(1,738,645) $18,263,013  $4,565,753 
Denominator:
                         ​     
Basic and diluted weighted average shares outstanding
  27,600,000   6,900,000   27,600,000   6,900,000   27,600,000   6,900,000   27,600,000   6,900,000 
Basic and diluted net (loss) income per ordinary share $(0.27) $(0.27) $0.34  $0.34  $(0.25) $(0.25) $0.66  $0.66 

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.


Fair Value of Financial InstrumentsMeasurements

Fair value is defined as the price that would be received for sale ofto sell an asset or paid forto transfer of a liability in the principal or most advantageous market in an orderly transaction between market participants aton the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:


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 valuationValuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within differentmaximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable:
Level 1 -Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets.
Level 2 -Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data.
Level 3 -Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities.
Recurring Fair Value Measurements
The following methods and assumptions were used to estimate the fair value hierarchy. In those instances,of each class of financial assets and liabilities for which it is practicable to estimate fair value:
•Money market funds — The carrying amount of money market funds approximates fair value and is classified within Level 1 because the fair value measurement is categorized in its entirety in thedetermined through quoted market prices.
•Liability-classified awards — Executives were granted liability-classified compensation awards requiring fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of September 30, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accrued expenses, advances from related parties and notes payable from related parties approximate their fair values primarily due to the short-term nature of the instruments.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluatedmeasurement at the end of each reporting period. Derivative liabilitiesThe Company used the Monte Carlo simulation model to value the awards, utilizing Level 3 inputs.
•Warrant liability — Public Warrants (as defined below) are classified inwithin Level 1 as these securities are traded on an active public market. Private Warrants (as defined below) are classified within Level 2. For the condensed consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversionperiods presented, the Company utilized the value of the instrument could be required within 12 monthsPublic Warrants as an approximation of the balance sheet date.value of the Private Warrants as they are substantially similar to the Public Warrants, but not directly traded or quoted on an active market.
The Company’s remaining financial instruments that are measured at fair value on a recurring basis consist primarily of cash, accounts receivable, accounts payable, accrued expenses, and other current liabilities. The Company believes their
8

Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)


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TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
(in thousands, except per share amounts and share data)
carrying values are representative of their fair values due to their short-term maturities. The fair values of the Company’s Credit Agreement balances as disclosed in Note 6 were measured by comparing their prepayment values and present value using observable market data consisting of interest rates based on similar credit ratings.
Nonrecurring Fair Value Measurements
The Company is required to measure certain assets at fair value on a nonrecurring basis after initial recognition. These include goodwill, intangible assets, and long-lived assets, which are measured at fair value on a nonrecurring basis as a result of impairment reviews and any resulting impairment charge. Impairment is assessed annually in the fourth quarter or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or assets below the carrying value, as described below. The fair value of the reporting unit or asset groups is determined primarily using cost and market approaches (Level 3).
Recent Accounting StandardsRevenue Recognition
Revenue is recognized when or as a customer obtains control of promised services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to in exchange for these services.

In June 2016,The Company derives substantially all of its revenue from subscription revenue and advertising revenue. As permitted under the Financial Accounting Standards Board (“FASB”) issuedpractical expedient available under Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue for the amount at which the Company has the right to invoice for services performed.
Direct Revenue
Direct revenue consists of subscription revenue. Subscription revenue is generated through the sale of subscriptions that are currently offered in one-week, one-month, three-month, six-month, and twelve-month lengths. Subscription revenue is recorded net of taxes, credits, and chargebacks. Subscribers pay in advance, primarily through mobile app stores, and, subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period.
Indirect Revenue
Indirect revenue consists of advertising revenue and other non-direct revenue. The Company has contractual relationships with advertising service providers and also directly with advertisers to display advertisements in the Grindr app. For all advertising arrangements, the Company’s performance obligation is to provide the inventory for advertisements to be displayed in the Grindr app. For contracts made directly with advertisers, the Company is also obligated to serve the advertisements in the Grindr app. Providing the advertising inventory and serving the advertisement is considered a single performance obligation, as the advertiser cannot benefit from the advertising space without its advertisements being displayed.
The pricing and terms for all advertising arrangements are governed by either a master contract or insertion order. The transaction price in advertising arrangements is generally the product of the number of advertising units delivered (e.g., impressions, offers completed, videos viewed, etc.) and the contractually agreed upon price per advertising unit. Further, for advertising transactions with advertising service providers, the contractually agreed upon price per advertising unit is generally based on the Company’s revenue share or fixed revenue rate as stated in the contract. The number of advertising units delivered is determined at the end of each month, which resolves any uncertainty in the transaction price during the reporting period.
Accounts Receivable, net of allowance for credit losses
The majority of app users access the Company’s services through mobile app stores. The Company evaluates the credit worthiness of these two mobile app stores on an ongoing basis and does not require collateral from these entities. Accounts
9

Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
receivable also include amounts billed and currently due from advertising customers. The Company maintains an allowance for credit losses to provide for the estimated amount of accounts receivable that will not be collected. The allowance for credit losses is based upon historical collection trends adjusted for economic conditions using reasonable and supportable forecasts.
The accounts receivable balances, net of allowances, were $28,548 and $22,435 as of March 31, 2023 and December 31, 2022, respectively. The opening balance of accounts receivable, net of allowances, was $17,885 as of January 1, 2022.
Contract Liabilities
Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company’s performance. The Company classifies subscription deferred revenue as current and recognizes revenue ratably over the terms of the applicable subscription period or expected completion of the performance obligation which range from one to twelve months. The deferred revenue balances were $17,832 and $18,586 as of March 31, 2023 and December 31, 2022, respectively. The opening balance of deferred revenue was $20,077 as of January 1, 2022.
For the three months ended March 31, 2023 and 2022, the Company recognized $13,303 and $12,442 of revenue that was included in the deferred revenue balance as of December 31, 2022 and 2021, respectively.
Disaggregation of Revenue
The following tables summarize revenue from contracts with customers for the three months ended March 31, 2023 and 2022, respectively:
Three Months Ended
March 31,
20232022
Direct revenue$48,126 $36,398 
Indirect revenue7,683 7,132 
$55,809 $43,530 
Three Months Ended
March 31,
20232022
United States$33,236 $27,811 
United Kingdom$4,167 $3,264 
Rest of the world$18,406 $12,455 
$55,809 $43,530 
Accounting Pronouncements
As an “emerging growth company”, the Jumpstart Our Business Startups Act of 2012 (“ASU”JOBS Act”), allows the Company to delay adoption of new or revised pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies.

10

Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
Recently Adopted Accounting Pronouncements
Effective January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments-CreditInstruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to measure all expectedrevises the measurement of credit losses for financial assets heldmeasured at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.amortized cost from an incurred loss methodology to an expected loss methodology. The Company adopted ASU 2016-13 also requires additional disclosures regarding significant estimatesusing the modified retrospective approach and judgments used in estimating credit losses, as well asthere was no cumulative effect arising from the credit quality and underwriting standards of an entity’s portfolio. The Company expects to adopt the provisions of this guidance on January 1, 2023.adoption. The adoption isof ASU 2016-13 did not expected to have a material impact on the Company’s condensed consolidatedCompany's financial statements.

Accounting Pronouncements Not Yet Adopted
BesidesIn June 2022, the above, the Company’s management does not believeFASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which applies to all equity securities measured at fair value that any recently issued, but not yet effective, accounting standards, if currently adopted. would have a material effectare subject to contractual sale restrictions. This change prohibits entities from taking into account contractual restrictions on the accompanying condensed consolidated financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant tosale of equity securities when estimating fair value and introduces required disclosures for such transactions. The standard will become effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company will assess any impact from the Initial Public Offering, the Company sold 27,600,000 Units, which includes the full exercise by the underwritersadoption of their over-allotment optionthis guidance if such transactions occur in the amount of 3,600,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant” and together with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share, subject to adjustment (see Note 8).

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,280,000 Initial Private Placement Warrants at a price of $1.00 per Initial Private Placement Warrant, for an aggregate purchase price of $10,280,000. Each Initial Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Initial Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. On May 18, 2021, November 17, 2021, and May 23, 2022, respectively, the Company 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, November 22, 2021, and May 24, 2022, respectively, the required deposit of $2,760,000 was placed into the Trust Account and on May 25, 2021, November 23, 2021, and May 25, 2022, respectively, the Company issued and sold to the Sponsor 2,760,000 private placement warrants (the “Extension Private Placement Warrants” and together with the Initial Private Placement Warrants, the “Private Placement Warrants”). Thereafter, the total amount of outstanding Private Placement Warrants is 18,560,000. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sales of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

future.
In July 2020,October 2021, the Sponsor paid $25,000FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting for contract assets acquired and contract liabilities assumed from contracts with customers in business combinations. The amendment requires an acquirer in a business combination to cover certain offeringrecognize and formation costs of the Companymeasure contract assets and contract liabilities in consideration for 5,750,000 Class B ordinary shares (the “Founder Shares”accordance with Accounting Standards Codification ("ASC"). On November 23, 2020, the Sponsor transferred 20,000 Founder Shares to each of the three independent directors for approximately the same per-share price initially paid by the Sponsor. On November 23, 2020, the Company effected a 1,150,000-share dividend, Topic 606, Revenue from Contract with Customers, resulting in 6,900,000 Founder Shares outstanding. All sharea shift from previous guidance which required similar assets and per-share amounts have been retroactively restatedliabilities to reflect the share dividend. The Founder Shares included an aggregate of up to 900,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 900,000 Founder Shares are no longer subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjustedbe accounted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Administrative Support Agreement

Commencing on November 23, 2020, the Company entered into an agreement to pay an affiliate of the Sponsor up to $10,000 per month for overhead expenses and related services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2022, the Company incurred $30,000 and $90,000 of such fees, respectively, of which $50,000 are included in accrued expenses in the accompanying condensed consolidated balance sheets.


For the three and nine months ended September 30, 2021, the Company incurred and paid $30,000 and $90,000 of such fees, respectively.

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TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or,fair value at the lender’s discretion, upacquisition date. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to $2,000,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On March 16, 2022, the Board of Directors of the Company authorized the execution and delivery of a Convertible Promissory Note in the principal amount of $2,000,000 (the “Note”) to the Sponsor as part of the Working Capital Loans. On January 25, 2022, March 31, 2022, May 12, 2022, June 27, 2022, and September 28, 2022, the Sponsor had advanced the sum of $750,000, $300,000, $430,000, $200,000, and $100,000 respectively, to the Companybusiness combinations occurring on account of the Note. All unpaid principal under the Note shall be due and payable in full onor after the effective date of the Company’samendments. While the Company is continuing to assess the timing of adoption and potential impact of this guidance it does not expect the guidance to have a material effect, if any, on its consolidated financial statements and related disclosures. The Company will continue to evaluate the impact of this guidance upon the occurrence of future acquisitions.
3.Other Current Assets
Other current assets consist of the following:
March 31,
2023		December 31,
2022
Cloud computing arrangements implementation costs$532 $624 
Other current assets12 126 
$544 $750 
4.Promissory Note from a Member
On April 27, 2021, Catapult GP II LLC (“Catapult GP II”), a related party wherein certain members of Catapult GP II are executives of the Company, purchased 5,387,194 common units of Legacy Grindr, which were converted using the Exchange Ratio to 7,385,233 common shares of the Company upon the Business Combination. In conjunction with the common units purchased, the Company entered into a full recourse promissory note with Catapult GP II with a face value of $30,000 (the “Note”). The Note, including all unpaid interest, is to be repaid the earlier of 1) the tenth anniversary of the Note, 2) upon the completion of a liquidity event, or 3) upon completion of an initial business combination, unless accelerated uponpublic offering or a special-purpose acquisition company transaction. The Note bears interest at 10% per annum on a straight-line basis.
The Note, including interest, was fully paid in the first quarter of 2023. The total amount outstanding on the Note, including interest, was zero and $19,071 as of March 31, 2023 and December 31, 2022, respectively. The Note and the related accrued interest were reflected as a reduction to equity in the condensed consolidated statements of stockholders’ equity.
11

Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
5.Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
March 31,
2023		December 31,
2022
Income and other taxes payable$22,481 $5,360 
Interest payable7,920 2,444 
Employee compensation and benefits1,972 813 
Accrued legal expense1,424 1,308 
CEO make-whole bonus1,200 1,200 
Lease liability, short-term1,098 1,050 
Accrued professional service fees755 2,317 
Settlement payable to a former director439 641 
Other accrued expenses346 548 
$37,635 $15,681 
6.Debt
Total debt for the Company is comprised of the following:
March 31,
2023		December 31,
2022
Credit Agreement
Current$23,053 $22,152 
Non-current343,364 345,328 
366,417 367,480 
Less: unamortized debt issuance costs(6,321)(6,852)
$360,096 $360,628 
On June 10, 2020, Grindr Gap LLC and Grindr Capital LLC (the "Borrower"), wholly owned subsidiaries of the Company, and the other credit parties and lenders party thereto entered into a credit agreement (the “Credit Agreement”) which permitted the Borrower to borrow up to $192,000 (the "Original Agreement"). On June 13, 2022, a second amendment to the Credit Agreement was entered into which allowed the Borrower to borrow an additional $60,000 (the "Second Amendment") (collectively, the "Initial Term Loans"). The amount repaid may not be reborrowed.
On November 14, 2022, a third amendment to the Credit Agreement was entered into which allowed the Borrower to borrow multiple term loans. The term loans have the following maximum commitment amounts, $140,800 (“Supplemental Facility I”), and $30,000 (“Supplemental Facility II”) (collectively, the "Third Amendment"). The amount repaid may not be reborrowed.
The Borrower is a direct subsidiary of Grindr Gap LLC, which is a direct subsidiary of Legacy Grindr. Legacy Grindr is a direct subsidiary of Grindr Inc. Borrowings under the agreement are guaranteed by all of the subsidiaries of Legacy Grindr, other than the Borrower and Grindr Canada Inc., and are collateralized by the capital stock and/or certain assets of all of the subsidiaries of Legacy Grindr.
Borrowings under the Credit Agreement are repayable in full on various dates ranging from May 17, 2024 to November 14, 2027 based on the drawdown dates of the loans. The Borrower is also required, among other things, to make mandatory prepayments of the Credit Agreement equal to a defined percentage rate, as determined based on the Company's leverage ratio, of excess cash flow. No mandatory prepayment was required for the three months ended March 31, 2023 and 2022.
12

Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
For the three months ended March 31, 2023 and 2022, the Company did not incur any debt issuance costs in conjunction with the Credit Agreement. The amortization of such debt issuance costs are included in “Interest income (expense), net” on the condensed consolidated statements of operations and comprehensive income (loss).
Initial Term Loans
The Borrower drew the maximum permitted amount at the time of entry into the Original Agreement and the Second Amendment. Borrowings under the Initial Term Loans are index rate loans or Term Secured Overnight Financing Rate (“SOFR”) (as defined in the Credit Agreement) loans, at the Borrower’s discretion. Index rate loans bear interest at the index rate plus applicable margin based on the consolidated total leverage ratio, or currently 7.0%. Term SOFR loans bear interest at Term SOFR plus an applicable margin based on the consolidated total leverage ratio, currently 8.0%. The interest rates in effect as of March 31, 2023 and December 31, 2022 were 12.8% and 11.7%, respectively.
The obligations under the Credit Agreement are subject to acceleration at the election of the required lenders during the continuance of any event of default. A default interest rate of an additional 2% per annum will apply on all outstanding obligations after the occurrence of an event of default. At September 30,
For the Initial Term Loans, the Borrower is required to make quarterly mandatory principal repayments equal to 0.50% of the original principal amount of the relevant loans, with the remaining aggregate principal amount payable on the maturity date.
Supplemental Facility I
On November 14, 2022, there was $1,780,000 outstanding under this Note and the Borrower drew the full amount available for withdrawalSupplemental Facility I. All borrowings under the Note totaled $220,000. AtSupplemental Facility I are index rate loans or SOFR, at the Borrower’s discretion. Index rate loans bear interest at the index rate plus applicable margin based on the consolidated total leverage ratio, or currently 7.0%. Term SOFR loans bear interest at Term SOFR plus an applicable margin based on the consolidated total leverage ratio, currently 8.0%,
The prepayment premium on Supplemental Facility I is 2% of the principal amount prepaid during the first year plus the payment of all interest that would have been accrued assuming no change in Term SOFR and 2% of the principal amount prepaid during the second year.
For Supplemental Facility I, the Borrower is required to make quarterly principal payments of $704 on the last day of each calendar quarter, beginning in June 2023, with the remaining aggregate principal amount payable on the maturity date of November 14, 2027 (“Supplemental Facility I Maturity Date”). The Supplemental Facility I Maturity Date may be accelerated if certain loans in the existing Credit Agreement or Supplemental Facility II are not repaid on or before their respective maturity dates. The interest rate in effect for Supplemental Facility I as of March 31, 2023 and December 31, 2021 there were no amounts due2022 was 13.0% and 12.5%, respectively.
Supplemental Facility II
On November 17, 2022, the Borrower drew the full amount for Supplemental Facility II. All borrowings under the Note.Supplemental Facility II are index rate loans or SOFR, at the Borrower’s discretion. Index rate loans bear interest at the index rate plus applicable margin based on the consolidated total leverage ratio, or currently 3.2%. Term SOFR loans bear interest at Term SOFR plus an applicable margin based on the consolidated total leverage ratio, currently 4.2%, There is no prepayment premium for the Supplemental Facility II.
For Supplemental Facility II, the Borrower is required to make principal payments of $7,500 on the next business day at the end of June 2023 and December 2023, with the remaining aggregate principal amount payable on the maturity date of May 17, 2024. The interest rate in effect for Supplemental Facility II as of March 31, 2023 and December 31, 2022 was 9.2% and 8.7%, respectively.

NOTE 6 — COMMITMENTS AND CONTINGENCIES13

Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
Covenants
The Credit Agreement includes restrictive non-financial and financial covenants, including the requirement to maintain a total leverage ratio no greater than a specified level, currently 4.50:1.00 prior to and through May 17, 2024 to the extent any Supplemental Facility II is outstanding, no greater than 4.75:1.00 prior to and through March 31, 2024 and no greater than 4.25:1.00 thereafter. As of March 31, 2023 and December 31, 2022, the Borrower was in compliance with the financial debt covenants.
Fair value
The fair values of the Company's Credit Agreement balances were measured by the discounted cash flow method or comparing their prepayment values and observable market data consisting of interest rates based on similar credit ratings, which the Company classifies as a Level 2 input within the fair value hierarchy. The estimated fair value of the Credit Agreement balances as of March 31, 2023 and December 31, 2022, was $375,398 and $394,785, respectively.

7.Leases
Company as a lessee
Registration Rights

PursuantThe Company has operating leases for office space. The leases have original lease periods expiring in 2026 with an option to a registration and shareholders rights agreement entered into on November 23, 2020, the holdersrenew. Renewal options are not recognized as part of the Founder Shares, Private Placement Warrantsright-of-use assets and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable uponlease liabilities as it was not reasonably certain at the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) and forward purchase shares and forward purchase warrants (and underlying Class A ordinary shares) will be entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form demands,lease commencement date that the Company register such securities. In addition,would exercise these options to extend the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. leases.
The Company will bearelected certain practical expedients under ASC 842 which allows for the combination of lease and non-lease components of lease payments in determining right-of-use assets and related lease liabilities. The Company also elected the short-term lease exception. Leases with an initial term of twelve-months or less that do not include an option to purchase the under lying asset are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term.
Components of lease cost included in general and administrative expenses incurred on the consolidated statements of operations and comprehensive income (loss) are as follows:
Three Months Ended
March 31,
20232022
Operating lease cost$413 $413 
Sublease income(189)(183)
Total lease cost$224 $230 
Supplemental cash flow information related to leases is as follows:
Three Months Ended
March 31,
20232022
Cash paid for amounts included in the measurement of lease liabilities$416 $269 
Right-of-use assets obtained in exchange for lease liabilities:
Leases recognized upon adoption of ASC 842$— $5,585 

14

Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
Supplemental balance sheet information related to leases as of March 31, 2023 and December 31, 2022 is as follows:
March 31, 2023December 31, 2022
Assets:
Right-of-use assets$4,255$4,535
Liabilities:
Accrued expenses and other current liabilities$1,098$1,050
Lease liability, long-term portion3,3273,658
Total operating lease liabilities$4,425$4,708
Weighted average remaining operating lease term (years)3.13.3
Weighted average operating lease discount rate11.41%11.41%
The Company’s leases do not provide a readily determinable implicit discount rate. The Company estimates its incremental borrowing rate as the discount rate based on the information available at lease commencement. Future maturities on lease liabilities as of March 31, 2023, are as follows:
Remainder of 2023$1,113 
20241,746 
20251,799 
2026605 
Thereafter— 
Total lease payments$5,263 
Less: imputed interest(838)
Total lease liabilities$4,425 
There were no leases with residual value guarantees or executed leases that had not yet commenced as of March 31, 2023.
Company as a lessor
The Company is a sublessor on one operating lease that expires in April 2026.
Future non-cancelable rent payments from the Company's sublease tenant as of March 31, 2023 were as follows:

Remainder of 2023$502 
2024649 
2025729 
2026249 
Thereafter— 
$2,129 
8.Warrant Liabilities
In connection with Tiga’s initial public offering, Tiga issued (i) 18,560,000 private placement warrants (“Private Warrants”) to its sponsor, Tiga Sponsor LLC (the “Sponsor”) and (ii) sold 13,800,000 public warrants. In connection with the filingreverse recapitalization treatment of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate.  The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event thatBusiness Combination, the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Forward Purchase Agreement

The Company entered into a forward purchase agreement (the “FPA”) with the Sponsor which provides for the purchase by the Sponsor or its permitted transferee (the “forward purchaser”) of an aggregate of 5,000,000 Class A ordinary shares, plus an aggregate of 2,500,000 redeemable warrants (the “forward purchase warrants”) to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 per Class A ordinary share, in a private placement to close prior to or concurrently with the closing of a Business Combination. Pursuant to the forward purchase agreement, the forward purchaser was also granted an option to subscribe, in the forward purchaser’s sole discretion, for an additional 5,000,000 Class A ordinary shares plus an additional 2,500,000 redeemableeffectively issued 37,360,000 warrants to purchase one Class A ordinary share at $11.50shares of Grindr’s common stock, which included 13,800,000 public warrants, 18,560,000 Private Warrants, 2,500,000 Forward Purchase Warrants, and 2,500,000 Backstop Warrants. The Forward Purchase Warrants and the
15

Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share for an additional purchase price of $50,000,000, or $10.00 per Class A ordinaryamounts and share in one or multiple private placements to close prior to or concurrently with the closing of a Business Combination (the “Optional FPA”). The obligations under the forward purchase agreement do not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. The forward purchase warrants willdata)
Backstop Warrants have the same terms and are in the same form as the public warrants (as such, will collectively be known as the “Public Warrants”).
The Public Warrants.


On May 9, 2022, concurrently withWarrants, which entitle the execution of the Merger Agreement, the Company entered into an amended and restated forward purchase agreement (the “A&R FPA” or “Forward Purchase Agreement”) with the Sponsor. The A&R FPA replaces the FPA that was entered into in connection with the closing of the Initial Public Offering.  The A&R FPA provides for the purchase by the forward purchaser of an aggregate of 5,000,000 Class A ordinary shares, plus an aggregate of 2,500,000 forward purchase warrantsregistered holder to purchase one share of New Grindr Common Stock at $11.50 per share, forthe Company's common stock, have an aggregate purchaseexercise price of $50,000,000, or $10.00 per Class A ordinary share, in a private placement to close prior to or concurrently with$11.50, became exercisable 30 days after the closing of a Business Combination (the “Committed FPA”).  In addition, to the extent that the Non-FPS Amount (as defined in the A&R FPA) is less than $50,000,000 immediately prior to the closing of a Business Combination but following the Domestication, the forward purchaser has agreed pursuant to the A&R FPA to purchase (a) a number of shares of Class A ordinary shares (the “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 redeemable warrants (the “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, the forward purchaser 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 “Optional FPA”). Prior to the Closing, it is expected that the Company, the Sponsor and San Vicente Parent LLC will enter into the Joinder and Assignment Agreement to the A&R FPA, which among other things, will provide for the transfer and assignment of the Sponsor’s rights and obligations under the A&R FPA to San Vicente Parent LLC. It is expected that San Vicente Parent LLC will satisfy its obligations under the A&R FPA prior to the Closing.
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TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in a Business Combination, expenses in connection with a Business Combination or for working capital. This purchase will be required to be made regardless of whether any Class A ordinary shares are redeemed by the Public Shareholders and are intended to provide the Company with a minimum funding level for a Business Combination.


Advisory Agreement


On May 9, 2022 the Company has entered into an agreement with an advisor to provide strategic advice and assistance related to the potential Business Combination with Grindr Group LLC. Raine will provide strategic advice and assistance to the Company in respect of the Transaction involving the Target and will perform such services for the Company as are customary and appropriate in transactions of this type as may from time to time be agreed upon by the advisor and the Company (including advice on the structure, negotiation strategy, valuation analyses, investor marketing, financial terms and other financial matters) that the Company reasonably requests. In the event of a successful Business Combination, Raine will be entitled to a $5,000,000 success fee and in the event that the Company’s public shareholders redeem 50% or less of the Company’s Class A common stock held by non-affiliates of the Company, the Company shall pay or cause to be paid to the advisor an incentive fee equal to $2,000,000. Any Incentive Fee payable in connection with the Transaction will be paid to the advisor in cash by wire transfer of immediately available funds immediately prior to or concurrently with the consummation of the Transaction. In the event that the Company’s public shareholders do not redeem 50% or less of the Company’s Class A common stock held by non-affiliates of the Company, the Company, in its sole discretion, may pay to the advisor the Incentive Fee taking into account the amount of work performed by the advisor in connection with Raine’s engagement hereunder and the incremental value provided by the advisor to the Company in connection with the Transaction as determined by the Company.


Transaction Support Agreement

On May 9, 2022, concurrently 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, vote or cause its shares to vote in favorcompletion of the Business Combination Proposal (as defined in the Merger Agreement) and the other proposals included in the accompanying proxy statement/prospectus.


Unitholder Support Agreement

In connection with the execution of the Merger Agreement, Tiga entered into a support agreement (the “Unitholder Support Agreement”) with Grindr and certain unitholders of Grindr (the “Requisite Unitholders”). Pursuantare set to the Unitholder Support Agreement, the Requisite Unitholders agreed to, among other things, vote to adopt and approve the Merger Agreement, the Mergers and any other matters necessary or reasonably requested by Tiga for the consummation of the Mergers, in each case, subject to the terms and conditions of the Unitholder Support Agreement.

A&R Registration Rights Agreement

The Merger Agreement contemplates that, at the Closing, New Grindr, the Sponsor, the independent directors of Tiga and certain securityholders of Grindr will enter into the Amended and Restated Registration Rights Agreement (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 of 1933, as amended (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.

NOTE 7 — SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of$0.0001 per share, with such designations, voting and other rights and preferences as may be determined from timeto time by the Company’s board of directors. At  September 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with apar value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 27,600,000 Class A ordinary shares issued and outstanding which are presented as temporary equity.


Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with apar value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 6,900,000 Class B ordinary shares issued and outstanding. Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination.


Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of a Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of Initial Public Offering, plus (ii) the total number of ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the completion of a Business Combination (including the forward purchase shares, but not the forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor or any of their respective affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

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TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)

NOTE 8 — WARRANTS


Public Warrants may only be exercised for a whole number of shares. No fractional shares will beissued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 daysafter the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering.The Public Warrants will expire five years from the completion of athe Business Combination, or earlier upon redemptionor liquidation.redemption.


The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence ofEach Private Warrant entitles the registered holder to purchase one share of the warrants.


Company’s common stock. The Company has agreed that as soon as practicable, but in no event later than 20 businessPrivate Warrants also have an exercise price of $11.50 and became exercisable 30 days after the closingcompletion of athe Business Combination. The Private Warrants are set to expire five years from the completion of the Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuableor earlier upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.


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TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.Once the warrantsbecome exercisable, the Company may redeem the outstanding warrants (except as described with respect to thePrivate Placement Warrants):



●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).
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.


Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00.Once the warrantsbecome exercisable, the Company may redeem the outstanding warrants:


●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.

The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.


In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.


redemption.
The Private Placement Warrants are identical to the Public Warrants underlying the Unitsshares sold in the Initial Public Offering,Tiga’s initial public offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination,they are subject to certain limited exceptions. Additionally,transfer and sale restrictions and are not optionally redeemable when the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as describedCompany's common stock price is above $18.00 so long as they are held by the initial purchasers or their permitted transferees. Additionally, the Private Warrants are exercisable on a cashless basis. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

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TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
NOTE 9 — FAIR VALUE MEASUREMENTS
TheMarch 31, 2023 and December 31, 2022, the Public Warrants and Private Warrants remained outstanding and unexercised. As of March 31, 2023 and December 31, 2022, the Public Warrant and Private Warrants were remeasured to fair value of $33,250 and $17,933. The change in fair value for the three months ended March 31, 2023 was a loss of $15,317 recognized in the consolidated statements of operations and comprehensive (loss) income.
9.Stock-based Compensation
Stock-based compensation expense is related to the grant of restricted units under the 2022 Equity Incentive Plan ("2022 Plan"), the grant of unit options and restricted units granted under the 2020 Equity Incentive Plan ("2020 Plan") and the grant of San Vicente Equity Joint Venture LLC's ("SVE") Series P profit units ("Series P Units") to Catapult Goliath LLC (“Catapult Goliath”), a related party wherein certain members of Catapult Goliath were executives of the Company.

The stock-based compensation expense for SVE’s Series P Units was pushed down to the operating entity and thus recorded in the Company’s condensed consolidated financial assets and liabilities reflects management’s estimatestatements with a corresponding credit to equity as a capital contribution. Upon the consummation of amounts thatthe Business Combination, all vested Series P Units were exchanged for common stock of the Company would have received in connectiondetermined pursuant to the distribution provision of the limited liability agreement of SVE and the Merger Agreement. As a result, the vested Series P Units were exchanged for 6,497,593 shares of common stock of the Company.
2022 Plan
Executive Incentive Awards - Market Condition Awards
The Company entered into employment agreements with the saleCompany’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). The employment agreements include cash compensation and incentive awards in the form of restricted stock units. Certain awards are subject to market conditions. The CEO market condition awards and the CFO market condition awards (together, the "Market Condition Awards") are liability-classified and will require fair value remeasurement at the end of each reporting period. No new Market Condition Awards were granted or forfeited during the three months ended March 31, 2023.
The Company used the Monte Carlo simulation model to value the liability-classified award. The key inputs into the Monte Carlo simulation as of March 31, 2023 and December 31, 2022 were as follows:
March 31, 2023December 31, 2022
Expected term (in years)9.6 years9.9 years
Volatility65.0 %65.0 %
Risk-free interest rate3.4 %3.8 %
Dividend yield— %— %
16

Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
Time-based Awards Activity
A summary of the assets or paidunvested time-based restricted stock unit ("RSU") activity for director RSUs, employee RSUs, and the time-based awards granted to the CEO and CFO during the three months ended March 31, 2023 was as follows:
Number of SharesWeighted Average Grant Date Fair Value
Unvested at December 31, 20224,555,256 $10.10 
Granted30,000 $4.98 
Vested(21,875)$10.18 
Forfeited— $— 
Unvested at March 31, 20234,563,381 $10.07 
2020 Plan
Stock options
The following table summarizes the stock option activity for the three months ended March 31, 2023:
Number of
Options		Weighted
Average
Exercise
Price
Outstanding at December 31, 20224,705,765$5.15 
Exercised(296,477)$3.41 
Forfeited(903,891)$5.72 
Outstanding at March 31, 20233,505,397 $5.16 
The following table summarizes the key input assumptions used in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuringBlack-Scholes option-pricing model to estimate the fair value of its assetsstock options granted for the three months ended March 31, 2022. No options were granted under the 2020 Plan for the three months ended March 31, 2023:
Three months ended March 31, 2022
Expected life of options (in years)(1)
4.61
Expected stock price volatility(2)
56 %
Risk free interest rate(3)
1.37 %
Expected dividend yield(4)
— %
Weighted average grant-date fair value per share of stock options granted$2.75 
Fair value per common stock of Legacy Grindr (adjusted by the Exchange Ratio)$4.20 

(1)The expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and liabilities, the Company seeksvesting period.
(2)Expected volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to maximize the useexpected term of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). awards.
(3)The following fair value hierarchyrisk-free interest rate is used to classify assets and liabilities based on the observable inputsU.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards.
(4)Prior to the date of the Business Combination, Legacy Grindr did not historically pay any cash dividends on its common stock. On June 10, 2022 and unobservable inputs usedNovember 14, 2022, Legacy Grindr's Board of Managers approved a special distribution, and the Company does not expect to pay any normal course cash dividends on its common stock in orderthe foreseeable future.

17

Grindr Inc. and subsidiaries
Notes to value the assetsCondensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and liabilities:share data)
Stock-based compensation information
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 assessment of the assumptions that market participants would use in pricing the asset or liability.
 
The following table summarizes stock-based compensation expenses for the three months ended March 31, 2023 and 2022, respectively:
Three Months Ended
March 31,
20232022
Selling, general and administrative expenses$3,061 $612 
Product development expenses$280 $122 
$3,341 $— $734 
Stock-based compensation expense that was capitalized as an asset was $54 and $29 for the three months ended March 31, 2023 and 2022, respectively.
10.Income Tax
In determining the quarterly provisions for income taxes, the Company classifies its U.S. Treasuryuses the annual estimated effective tax rate applied to the actual year-to-date (loss) income, adjusted for discrete items arising in that quarter. In addition, the effect of changes in enacted tax laws or rates and equivalent securities as held-to-maturitytax status is recognized in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securitiesthe interim period in which the change occurs.
The computation of the estimated annual effective income rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and tax in foreign jurisdictions and permanent and temporary differences. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained or the Company’s tax environment changes. To the extent that the estimated annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in the income tax provision in the quarter in which the change occurs.
For the three months ended March 31, 2023 and 2022, the Company hasrecorded an income tax provision of $15,503 and $1,253, respectively. The Company’s annual estimated effective tax rate differs from the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized costU.S. federal statutory rate of 21% primarily as a result of the nondeductible fair value adjustments on the accompanying condensed consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts.
At September 30, 2022 and December 31, 2021, assets heldchange in the Trust Account were comprised of $10,212warrant liabilities, and was also impacted by the change in cash and $288,831,687 in U.S. Treasury securities and $6,579 in cash and $284,373,197 in U.S. Treasury securities, respectively. Duringvaluation allowance, nondeductible officer compensation, the nine months ended September 30, 2022foreign derived intangible income deduction, and the year ended December 31, 2021,research and development credit. The Company will continue to monitor the Company did not withdraw any interestvolatility of the fair value adjustments on the warrant liabilities and the inclusion of such fair value adjustments in the annual estimated effective rate.
11.Net (Loss) Income Per Share
The following table sets forth the computation of basic and diluted (loss) income fromper share:
Three Months Ended
March 31,
20232022
Numerator:
Net (loss) income and comprehensive (loss) income$(32,899)$4,501 
Denominator:
Basic weighted average shares of common shares outstanding173,599,925 155,566,232 
Diluted effect of stock-based awards— 690,488 
Diluted weighted average shares of common shares outstanding173,599,925 156,256,720 
Net (loss) income per share:
Basic($0.19)$0.03 
Diluted($0.19)$0.03 
18

Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
The weighted-average number of shares of common stock outstanding prior to the Trust Account.
Business Combination have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Business Combination.
The following table presents the gross holding gainpotential shares that are excluded from the computation of diluted net (loss) income per share and loss and fair valuecomprehensive (loss) income per share for the periods presented because including them would have had an anti-dilutive effect:
Three Months Ended
March 31,
20232022
Stock options issued under 2020 Plan3,505,397 — 
Time-based RSUs4,563,381 — 
Public and Private Warrants37,360,000 — 
The table above does not include shares issuable under the Executive Market Condition Awards, as the market condition criterion has not yet been achieved. Such shares are also not included in the Company’s calculation of held-to-maturity securities at September 30, 2022 and December 31, 2021:basic or diluted net income per share.

 
Held-To-Maturity Level
  
Amortized
Cost
  
Gross
Holding
Gain/(Loss)
  
Fair
Value (i)
 
September 30, 2022
U.S. Treasury Securities
(Matured on 09/19/22, reinvested and mature on 10/18/22)
  
1
  
$
288,831,687
  
$
48,439
 
$
288,880,126
 
                  
December 31, 2021
U.S. Treasury Securities
(Matured 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 $10,212 and $6,579, as of September 30, 2022 and December 31, 2021, respectively.

At September 30, 2022, there were 13,800,000 Public Warrants and 18,560,000 Private Placement Warrants outstanding, respectively. At December 31, 2021, there were 13,800,000 Public Warrants and 15,800,000 Private Placement Warrants outstanding, respectively.12.

Fair Value Measurements
The following table presents information abouttables present the Company’s assets and liabilitiesfinancial instruments that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates thebasis:
March 31, 2023
TotalLevel 1Level 2Level 3
Assets:
Money market funds$22,131 $22,131 $— $— 
Liabilities:
Executive Market Condition Awards$5,687 $— $— $5,687 
Common stock warrant liabilities33,250 16,732 16,518 — 
$38,937 $16,732 $16,518 $5,687 
December 31, 2022
TotalLevel 1Level 2Level 3
Assets:
Money market funds$4,085 $4,085 $— $— 
Liabilities:
Executive Market Condition Awards$4,129 $— $— $4,129 
Common stock warrant liabilities17,933 9,024 8,909 — 
$22,062 $9,024 $8,909 $4,129 
Money Market Funds
The Money Market Funds are classified within Level 1 as these securities are traded on an active public market.
Executive Market Condition Awards
The Market Condition Awards are liability-classified awards requiring fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

  Level  
September 30,
2022
  Level  
December 31,
2021
 
Warrant liabilities – public warrants
  1  
$
9,522,000
   1
  
$
9,798,000
 
Warrant liabilities – private placement warrants
  2
  $
12,806,400
   3  $
11,422,018
 
FPA liabilities – committed
  3  $
4,039,552
   3  $
2,474,941
 
FPA liabilities – optional
  3  $
4,039,552
   3  $
2,533,104
 

Transfers to and from Levels 1, 2 and 3 are recognizedmeasurement at the end of each reporting period. See Note 9 for the reporting period in which a change in valuation technique or methodology occurs. On January 14, 2021,inputs used to value the Company’s Class A ordinary shares and Public Warrants commenced trading separately on the New York Stock Exchange. As there is now a listed price on an active market, Public Warrants totaling $17,940,000 have been reclassified from a Level 3 to Level 1 instrument during the nine months ended September 30, 2021. During the nine months ended September 30, 2022, $12,806,400was reclassified from a Level 3 to a Level 2.liability-classified award.

17
19

TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
Common Stock Warrant Liabilities
Subsequent to the detachment of the Public Warrants from the Units, the Public Warrants quoted market price is used as the fair value as of each relevant date. The fair value of the Private Placement Warrants is determined using a Black-Scholes-Merton model. At September 30, 2022, due to the similar terms of the Public Warrants, the Private Placement Warrantswarrants were transferred to Level 2 and valued using the Company’s Public Warrants Warrant price. Any difference between the Public Warrants and Private Placement Warrants was determined to be de minimus. The committed units of the FPA are valued using a discounted valuation of a reconstructed unit price and the optional units of the FPA are valued using the same reconstructed unit price within a Black-Scholes-Merton model framework. The Warrants and FPA are accounted for as liabilitiesa liability in accordance with ASC 815-40.815, Derivative and Hedging. The warrant liabilities and FPA areliability was measured at fair value atupon assumption and on a recurring basis, with changes in fair value presented in the consolidated statements of operations.
The following table provides quantitative information regarding Level 3 fair Base value measurement inputs at their measurement dates:

  
At
September 30, 2022
  
At
December 31, 2021
 
Warrants- private placement      
Common stock price 
$
*N/A  
$
10.13
 
Volatility  *N/A

  
10.20
%
Expected life of the options to convert *N/A  5.45 years 
Risk free rate  *N/A
%
  
1.30
%
Dividend yield  *N/A
%
  
0
%
         
FPA-committed        
Common stock price 
$
10.38
  
$
10.13
 
Time to maturity 0.25 years  0.45 years 
Risk Free rate  
3.33
%
  
0.17
%
         
FPA-optional        
Common stock price 
$
10.38
  
$
10.13
 
Volatility  
2.8
%
  
5.0
%
Time to maturity 0.25 years  0.45 years 
Risk Free rate  
3.33
%
  
0.17
%

*Assumptions not applicable as the value of the Private Placement Warrants were valued using the Public Warrants price at September 30, 2022.


operations and comprehensive (loss) income.
The common stock price is the closing price of the Class A ordinary shares as of September 30, 2022. Volatility assumptions are based on volatilities of the publicly traded warrants and guideline public companies in target industry. The most significant input is volatility and significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. Time to maturityCompany used Level 1 inputs for the Private Placement Warrants is assumed to be equivalent to their remaining contractual term while for the FPA is the expected time to exercise. The risk-free rate is based on U.S. Treasury rates commensurate with the remaining time to expiration of the liability. The Company anticipates the dividend to remain at zero.

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value ofvaluing the Public Warrants transferred from aand Level 3 measurement to a Level 1 measurement during the year ended December 31, 2021 was $17,940,000. The estimated fair value of2 inputs for valuing the Private PlacementWarrants. The Private Warrants transferred from a Level 3 measurementare substantially similar to a Level 2 measurements during the nine months ended September 30, 2022 was $12,806,400.

Public Warrants, but not directly traded or quoted on an active market.
The following table presents the changes in the fair value of the Warrants and the FPA liabilities at September 30, 2022:
warrant liability:

Public WarrantsPrivate WarrantsTotal Warrant Liability
Fair value as of December 31, 2022$9,024 $8,909 $17,933 
Change in fair value of Warrant liability7,708 7,609 15,317 
Fair value as of March 31, 2023$16,732 $16,518 $33,250 
  
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
 
Additional Private Placement Warrants May 25, 2022
  —   2,760,000   2,760,000   —   —   — 
   Fair Value of Private Placement Warrants in excess of purchase price  —   81,153   81,153   —   —   — 
Change in fair value  
(276,000
)
  
(1,456,771
)
  
(1,732,771
)
  
1,564,611
   
1,506,448
   
3,071,059
 
Fair value as of September 30, 2022 
$
9,522,000
  
$
12,806,400
  
$
22,328,400
  
$
4,039,552
  
$
4,039,552
  
$
8,079,104
 

The following table presents the changes in the fair value of the Warrants and the FPA liabilities at September 30, 2021:

  
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 25, 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  
(12,704,221
)
  
(10,198,617
)
  
(22,902,838
)
  
(530,856
)
  
(759,159
)
  
(1,290,015
)
Fair value as of September 30, 2021 
$
9,660,000
  
$
9,349,781
  
$
19,009,781
  
$
2,416,311
  
$
3,051,451
  
$
5,467,762
 

1813.Related Parties
Table of Contents

TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date upPrior to the date that the unaudited condensed financial statements were issued. Based upon this review, except as noted below the Company did not identify any subsequent events that have not been disclosed in the condensed consolidated financial statements.

First Amendment to Merger Agreement

On October 5, 2022, the Company entered into the first amendment to the Merger Agreement, by and among Tiga, Merger Sub I, Merger Sub II and Grindr.

Proxy Statement/Prospectus Effectiveness

On November 1, 2022, the proxy statement/prospectus was declared effective and the Company commenced with mailing the proxy materials to the Company’s shareholders ahead of the extraordinary general meeting of the Company’s shareholders on November 15, 2022.

On October 25, 2022, Credit Suisse Securities (USA) LLC (“Credit Suisse”) delivered a notice of resignation to the SEC pursuant to Section 11(b)(1) under the Securities Act indicating that, effective as of May 10, 2022, they had resigned from, or ceased or refused to act in, any capacity and relationship with respect to the Business Combination, and disclaimed taking part in any preparation and any responsibility for any portion of information disclosed in the proxy statement/prospectus. In addition, in a letter to the Company dated October 28, 2022, Credit Suisse expressly waived all deferred underwriting commissions owed to them pursuant to the underwriting agreement, dated November 23, 2020 (the “Underwriting Agreement”), among Credit Suisse, Goldman Sachs (ASIA) L.L.C. (“Goldman Sachs”) and the Company. Credit Suisse has performed all their obligations under the Underwriting Agreement to obtain their fee and is therefore waiving their right to be compensated. In combination with the fee waiver provided by Goldman Sachs on May 16, 2022 where it has agreed to waive its rights to the deferred underwriting commission in connection with its decision not to provide further services as a financial advisor, placement agent, capital markets advisor or in any other capacity in connection with closing of the Business Combination, for the deferred feethree months ended March 31, 2022, the Company paid advisor fees and out-of-pocket expenses amounting to $256 to two individuals who held ownership interest in Legacy Grindr and are stockholders of $9,660,000the Company. The two individuals were appointed to the board of directors upon the consummation of the Business Combination, and no advisor fees were paid to the two individuals after the consummation of the Business Combination.

See Note 4and Note 9 for additional related party transactions with Catapult GP II and Catapult Goliath.
14.Commitments and Contingencies
Litigation
From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been entirely waivedincurred and therefore,the amount of the loss can be reasonably estimated. Currently, it is too early to determine the outcome and probability of any legal proceedings and whether they would have a material adverse effect on the Company’s business. As of March 31, 2023 and December 31, 2022, there were no amounts accrued that the Company believes would be material to its financial position.
In January 2020, the Norwegian Consumer Council (“NCC”) submitted three complaints to the Norwegian Data Protection Authority, (“NDPA”). Datatilsynet, under Article 77(1) of the General Data Protection Regulation (“GDPR”) against the following parties: (1) Grindr and AdColony; (2) Grindr, Twitter, AppNexus, and OpenX; and (3) Grindr, and Smaato. The complaints reference a report entitled “Out Of Control: How consumers are exploited by the online advertising industry”. The NCC argued that (1) the Company lacks valid consent for data sharing, (2) the Company shares personal data under Article 9 and does not have a legal basis for processing personal data under Article 9, and (3) the Company does not provide clear information about data sharing, which infringes the principle of transparency in Article (5)(1)(a) GDPR. In April 2020, the Company received an Order to Provide Information from the Datatilsynet. The Company responded to this Order and provided information to Datatilsynet in May 2020. In January 2021, the Datatilsynet sent the Company an “Advance notification of an administrative fine” of 100,000 NOK (the equivalent of approximately $9,535 using the exchange rate as of March 31, 2023) for an alleged infringement of the GDPR. This was notice of a proposed fine to which Grindr was entitled to respond before Datatilsynet made a final decision. Datatilsynet alleged (i) that Grindr disclosed personal data to third party advertisers without a legal basis in violation of Article 6(1) GDPR and (ii) that Grindr disclosed special category personal data to third party advertisers without a valid exemption from the prohibition in Article 9(1) GDPR. Grindr responded to the Advance notification on March 8, 2021, to contest the draft
20

Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
findings and fine. A redacted copy of Grindr’s response was made public. On April 29, 2021, Datatilsynet issued its Order To Provide Information - Grindr - Data Processors, asking, among other things, whether Grindr considered certain ad tech partners to be processors or controllers. Datatilsynet later extended the deadline to respond to June 2, 2021, and Grindr sent a response to Datatilsynet on that date. On October 11, 2021, Datatilsynet sent the Company a letter concerning Grindr’s reply to the Advance notification. In the letter, Datatilsynet clarified that the Advance notification only “pertains to data subjects on Norwegian territory,” and advised the Company of two additional complaints that had been filed (one in March 2021 and the other in September 2021) with Datatilsynet by the Norwegian Consumer Council. Datatilsynet requested any further comments or remarks to the Advance notification by November 1, 2021, but later extended the deadline to November 19, 2021. On November 19, 2021, Grindr served a response to Datatilsynet’s October 11, 2021 letter. On November 26, 2021, Datatilsynet requested any redactions to the response based upon the expectation that third parties may request a copy of Grindr’s November 19, 2021 response, and Grindr proposed redactions on the same day.
In December 2021, Datatilsynet issued a reduced administrative fine against the Company in the amount of 65,000 NOK, or approximately $6,223 using the exchange rate as of March 31, 2023, with an extended deadline for the Company to appeal through February 14, 2022. On February 14, 2022, Grindr filed an appeal brief with the DPA. On July 5, 2022, DPA requested additional documentation from Grindr, specifically regarding whether ad tech partners have deleted any Grindr user data. On August 3, 2022, Grindr, provided Datatilsynet with evidence documenting the Company standard practice of directing terminated ad tech partners to delete any remaining Grindr user data they may have. On November 24, 2022, Grindr and Kunlun entered into an escrow agreement providing for Grindr's potential access to $6,500 of funding in the event Grindr's appeal fails and Grindr is required to pay the fine. On December 7, 2022, Datatilsynet upheld the reduced administrative fine against the Company and sent its decision to the Norwegian Privacy Board for review. On February 10, 2023, Grindr submitted its response and Datatilsynet is currently continuing the process of the appeal of the administrative fine before the Privacy Board. On March 8, 2023, Grindr received notice of the Norwegian Consumer Council's submission of comments, which reiterated the same argument as previous filings. Grindr has submitted its response to these comments for the Privacy Review Board's consideration. Grindr is not aware when the review by the Norwegian Privacy Board will be completed. It is too early to determine the probability of there being any further proceedings, the outcome of any such proceedings, and whether such proceedings may have a material adverse effect on the Company’s business, including because of the uncertainty of (i) the ultimate amount of the fine imposed, and (ii) whether Grindr may determine to appeal or further contest the fine. As a result, an estimate of the ultimate loss cannot be made at this time. It is at least reasonably possible that a change in the administrative fine may occur in the near term.
In December 2020, Grindr was named in a statement of claim and petition for certification of a class action in Israel (Israeli Central District Court). The statement of claims generally alleges that Grindr violated users’ privacy by sharing information with third parties without their explicit consent. The petitioner asserts several causes of action under Israeli law, including privacy breaches, unlawful enrichment, and negligence, as well as causes of action under California law, including privacy violations under the California Constitution and California common law, negligence, violation of the Unfair Competition Law, and unjust enrichment. The statement of claims seeks various forms of monetary, declaratory, and injunctive relief, in addition to certification as a class action. In June 2021, the petitioner attempted service of the statement of claims and the associated filings (all in translated form as required under applicable law) on Grindr. In November 2021, Grindr filed an initial response to the plaintiff’s Statement of Claim challenging the effectiveness of service. The plaintiff then filed opposition to Grindr’s service-related motion, raising a series of technical challenges. During the Israeli court hearing in January 2022, the Israeli court directed the plaintiff to start the service process from the beginning by seeking court permission to pursue international service on Grindr. On February 8, 2022, the Court formally permitted the Plaintiff, in ex parte, to serve the Company outside the jurisdiction. On March 30, 2022, Grindr received a package via U.S. Mail with the case documents. Grindr’s local Israeli counsel is preparing a motion seeking the court’s preliminary ruling on the question of applicable law. On July 5, 2022, the Company filed a motion to determine the governing law. On December 22, 2022, Grindr filed its response over the class certification, which included both employee and expert opinions. Grindr believes that the claims lack merit, and it continues to consider and evaluate an appropriate response. At this time, this matter remains in its nascent stages, and it is too early to determine the likely outcome of this proceeding or whether the proceeding may ultimately have a material adverse effect on the Company’s business, including because of the uncertainty of (i) whether Grindr will incur a loss, (ii) if a loss is incurred, what the amount of that loss may be, and (iii) whether Grindr may determine to appeal or further contest the loss.
21

Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
15.Subsequent Events
Except as described below, or as otherwise indicated in the footnotes, the Company has been subsequently relievedconcluded that no events or transactions have occurred that require disclosure.
On May 12, 2023, the Company, Fortress Credit Corp., Grindr Gap LLC, the Borrower and the other credit parties and lenders party thereto entered into a fourth amendment to the Credit Agreement (the “Fourth Amendment”) pursuant to which the Company and Grindr Group LLC, a direct subsidiary of this obligation.

the Company (“Grindr Group”) became guarantors of the borrowings under the Credit Agreement and have pledged certain of each entity’s assets as collateral. Also pursuant to the Fourth Amendment, the Company and Grindr Group became subject to the covenants under the Credit Agreement and the Company replaced Grindr Gap LLC as the reporting entity under the Credit Agreement. The Company is additionally required to furnish financial information to the lender based on the Company's consolidated financial information including the liquidity calculation and financial covenant certification.
19
22
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Tiga Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Tiga Sponsor LLC. The following discussion and analysis of the Company’sour financial condition and results of operations should be read in conjunction with the consolidated financial statements and therelated notes thereto containedincluded elsewhere in this Quarterly Report. CertainReport on Form 10-Q. In addition to the unaudited condensed consolidated financial information, contained in the following discussion and analysis set forth below includescontains forward-looking statements that reflect our plans, estimates, beliefs and expectations that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause Our actual results toand the timing of events could differ materially from those expecteddiscussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and projected. All statements, other than statements of historical fact includedelsewhere in this Quarterly Report on Form 10-Q, particularly in “Special Note Regarding Forward-Looking Statements.”
Overview
Grindr Inc. (“Grindr” or the “Company”) is the world’s largest social network focused on the LGBTQ community with approximately 12.8 million MAUs (as defined below) and approximately 866 thousand Paying Users (as defined below) for the three months ended March 31, 2023. According to the Frost & Sullivan study commissioned by Grindr in 2021, Grindr is the largest and most popular gay mobile app in the world, with more MAUs than any other LGBTQ social networking applications. Our mission is to connect queer people with one another and the world. Since our inception in 2009 as a casual dating app for gay men, we have evolved into a global LGBTQ social network platform serving and addressing the needs of the entire LGBTQ queer community. We believe Grindr is a vital utility for the LGBTQ community and our users, as evidenced by our user engagement. Our users are some of the most engaged, spending, on average, 61 minutes per day on our platform for the three months ended March 31, 2023 compared to 10-20 minutes on dating apps, according to the Frost & Sullivan Study commissioned by Grindr, and 25-35 minutes on social networking apps, according to Statista.
We have grown significantly over the years since our product launch. For the three months ended March 31, 2023 and 2022, we generated $55.8 million and $43.5 million of revenue, respectively, representing a year-over-year growth of 28.3%. We had over 866 thousand Paying Users for the three months ended March 31, 2023 representing a year-over-year growth of 19.6% as compared to the same period in 2022. We have users in over 190 countries or territories and support 21 languages on our platform. On average, profiles on our platform sent over 317.7 and 294.1 million daily messages for the three months ended March 31, 2023 and 2022, respectively.
The Grindr mobile application ("Grindr App") is free to download and provides certain services and features to Grindr's users for free, and then offers a variety of additional controls and features for users who subscribe to our premium products and services, Grindr XTRA and Grindr Unlimited. A substantial portion of our revenues are derived directly from users in the form of recurring subscription fees, providing our users access to a bundle of features for the period of their subscription, or in the form of add-ons to access premium features. Leveraging strong brand awareness and our significant user network stemming from our first mover advantage in the LGBTQ social networking space, our historical growth in number of users has been driven primarily by word-of-mouth referrals and other organic means.
While we have users in over 190 countries and territories, our core markets are currently North America and Europe, from which we derived 85.0% and 87.8% of our total revenues for the three months ended March 31, 2023 and 2022, respectively. We intend to grow our user base and revenues by providing innovative and customized products and services to users in targeted geographic regions outside of our current core markets that have a large number of untapped potential users, favorable regulatory environments, and fast-growing economies.
In addition to our revenue generated from subscription fees and premium add-ons, we also generate revenues from both first-party and third-party advertising. We provide advertisers with the unique opportunity to directly target and reach the LGBTQ community, which is characterized by a higher-than-average proportion of well-educated, brand-conscious individuals with substantial aggregate global purchasing power. Advertisers on our Grindr App span across many different industries, including without limitation, statements in this “Management’shealthcare, gaming, travel, automotive, and consumer goods. We offer our advertisers a diverse range of initiatives, such as in-app banners, full-screen interstitials, and other customized units, typically sold on an impressions basis. Additionally, we contract with a variety of third-party advertisement sales platforms to market and sell digital and mobile advertising inventory on our Grindr App. We will continue to evaluate opportunities to increase inventory with unique advertising units and offerings.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.Operations

Overview

We are a blank check company incorporated in the Cayman Islands on July 27, 2020 formedConsolidated Results for the purposeThree months ended March 31, 2023 and 2022
For the three months ended March 31, 2023 and 2022, we generated:
•Revenues of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization$55.8 million and $43.5 million, respectively. The increase was $12.3 million, or other similar28.3%.
•Net (loss) income of $(32.9) million and $4.5 million, respectively. The decrease was $37.4 million, or 831.1%.
•Adjusted EBITDA of $22.0 million and $20.2 million, respectively. The increase was $1.8 million, or 8.9%.
The Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initialand Public Offering, the exercise in full of the over-allotment option and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Recent Developments

Business Combination

Company Costs
On May 9, 2022, Grindr, Tiga entered into an agreementAcquisition Corp. (“Tiga”) and plan of merger with Tiga Merger Sub LLC, a Delaware limited liability company and wholly owneddirect and wholly-owned subsidiary of Tiga (“Merger Sub I”) entered into that certain Agreement and Plan of Merger (the “Original Merger Agreement”), and Grindr (asas amended by the first amendmentthat certain First Amendment to the agreementAgreement and planPlan of merger,Merger, dated as of October 5, 2022, by and among Grindr, Tiga, Merger Sub I and Tiga Merger Sub II LLC, a Delaware limited liability company and wholly owneddirect and wholly-owned subsidiary of Tiga (“Merger Sub II”) and Grindr and as it may be amended, restated, supplemented or otherwise modified from time to time,(together with the Original Merger Agreement, the “Merger Agreement”).

The pursuant to which Grindr was merged with and into Merger Agreement provides that, among other thingsSub I, with Grindr as the surviving entity and upona wholly owned subsidiary of Tiga (the “First Merger”), and promptly afterwards 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 and a wholly owned subsidiary of Tiga (the “Second Merger”), in accordance with the terms and subject toconditions of the conditions thereof,Merger Agreement. The transaction was completed on November 18, 2022 (the “Business Combination”). Grindr was deemed the following transactions will occur (togetheraccounting predecessor and the combined entity is the successor registrant with the other transactions contemplated bySEC, meaning that Grindr’s condensed consolidated financial statements for previous periods will be disclosed in Grindr’s future periodic reports filed with the SEC.
While the legal acquirer in the Merger Agreement includingwas Tiga, for financial accounting and reporting purposes under U.S. GAAP, Legacy Grindr was the Domestication (as defined below)accounting acquirer and the Business Combination was accounted for as a “reverse recapitalization.” A reverse recapitalization (i.e., a capital transaction involving the “Business Combination Transaction”):


(i)at the closing of the Business Combination Transaction (the “Closing”), in accordance with the Delaware Limited Liability Company Act (“DGCL”), Merger Sub I will merge with and into Grindr, the separate corporate existence of Merger Sub I will cease, and Grindr will be the surviving corporation and a wholly owned subsidiary of Tiga (the “First Merger”), and as promptly as practicable and as part of the same overall transaction as the First Merger, the merger of such surviving corporation 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; and


(ii)
as a result of the Mergers, among other things, (x) each Grindr series X ordinary unit (“Grindr Series X Ordinary Unit”) and each Grindr series Y preferred unit (“Grindr Series Y Preferred Unit”, and together with the Grindr Series X Ordinary Units, the “Grindr Units”) 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 Stock Consideration (as defined below), by (ii) the number of Aggregate Fully Diluted Grindr Units (as defined below) (the “Exchange Ratio”); (y) each option to purchase Grindr Series X Ordinary Units granted under the Company 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 number of warrants 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”) in an amount equal to the pro rata share of the Aggregate Merger Warrant Consideration (as defined below). “Aggregate Merger Stock 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 that are issued and outstanding immediately prior to the Effective Time by (ii) $10.00 plus the number of forward purchase shares and backstop shares received by the Grindr, or which Grindr is entitled to receive under the A&R FPA (as defined below); “Aggregate Merger Warrant Consideration” means a number of warrants relating to New Grindr Common Stock 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 FPA; .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 (whether or not then vested or exercisable) that are issued and outstanding immediately prior to the Effective Time period.
.
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Understock by Tiga for the Merger Agreement, Tiga has agreed to acquire allstock of Grindr) did not result in a new basis of accounting, and the consolidated financial statements of the combined entity represent the continuation of the consolidated financial statements of Legacy Grindr Units for (i)in many respects. Accordingly, the consolidated assets, liabilities and results of operations of Legacy Grindr Valuation plus (ii)became the aggregate exercise pricehistorical consolidated financial statements of all in-the-money Grindr, Options that are issued and outstanding immediatelyTiga’s assets, liabilities, and results of operations were consolidated with Legacy Grindr beginning on the acquisition date. Operations prior to the Effective TimeBusiness Combination are presented as those of Legacy Grindr and will be presented as such in future reports. The net assets of Tiga were recognized at historical cost (which was consistent with carrying value), with no goodwill or other intangible assets recorded upon execution of the in the form of New Grindr Common Stock (at $10 per share) to be paid at the effective timeBusiness Combination.
As a consequence of the Business Combination, Grindr became the successor to an SEC-registered and NYSE-listed company, which required Grindr to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. Grindr has incurred and expects to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees. The Company is classified as an Emerging Growth Company, as defined under the Jumpstart Our Business Act (the “Jobs Act”), which was enacted on April 5, 2012. As a result of the Business Combination, the Company is provided certain disclosure and regulatory relief, provided by the SEC, as an Emerging Growth Company and Smaller Reporting Company.
Grindr’s future results of consolidated operations and financial position may not be comparable to historical results as a result of the Business Combination.
How We Generate Revenue
We currently generate revenue from two revenue streams—Direct Revenue and Indirect Revenue. Direct Revenue is revenue generated by our users who pay for subscriptions or add-ons to access premium features. Indirect Revenue is generated by third parties who pay us for access to our users, such as advertising or partnerships.
Direct Revenue is driven by our subscription revenue and premium add-ons. Our current subscription offerings are Grindr XTRA and Grindr Unlimited. Our subscription revenue has grown through organic user acquisition and the viral network effects enabled by our brand and market position. We utilize a freemium model to drive increased user acquisition, subscriber conversions, and monetization on the Grindr App. Many of our users choose to pay for premium features and functionalities, such as access to more user profiles, ad-free environments, advanced filters, unlimited blocks and favorites,
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
and the ability to send multiple photos at the same time, to enhance their user experience through our subscription products. Additionally, we offer premium add-on on a pay-per-use, or à la carte, basis. By continuously introducing new premium features into our subscription offering and unique premium add-on, we continue to increase our Paying Users and average revenue per paying user. For the three months ended March 31, 2023 and 2022, our Direct Revenue accounted for 86.2% and 83.6% of our total revenue, respectively.
Indirect Revenue primarily consists of revenue generated by third parties who pay us for access to our users, including advertising, partnerships, merchandise, and other non-direct revenue. Our advertising revenue stream provides advertisers with the unique opportunity to directly target and reach the LGBTQ community, which generally consists of well-educated individuals with significant global purchasing power. We have attracted advertisers from a diverse array of industries, including healthcare, gaming, travel, automotive, and consumer goods. We offer a diverse range of advertising initiatives to advertisers, such as in-app banners, full-screen interstitials, rewarded video, and other customized units, typically on a CPM basis. We contract with a variety of third-party ad platforms to market and sell digital and mobile advertising inventory on our Grindr App. In exchange for facilitating the advertising process, we pay the relevant third-party ad platform a share of the revenue derived from the advertisements they place on the Grindr App. We intend to continue to grow our Indirect Revenue through advertising, partnerships, merchandise, and other non-direct initiatives.
Operating and Financial Metrics
Three Months Ended
March 31,
(in thousands, except ARPPU and ARPU)20232022
Key Operating Metrics
Paying Users866 724 
Average Direct Revenue per Paying User ("ARPPU")$18.52 $16.76 
Monthly Active Users ("MAUs")12,82611,806
Average Total Revenue per User ("ARPU")$1.45 $1.23 
Three Months Ended
March 31,
($ in thousands)20232022
Key Financial and Non-GAAP Metrics(1)
Revenue$55,809 $43,530 
Direct revenue$48,126 $36,398 
Indirect revenue$7,683 $7,132 
Net (loss) income$(32,899)$4,501 
Net (loss) income margin(58.9)%10.3 %
Adjusted EBITDA$21,999 $20,159 
Adjusted EBITDA margin39.4 %46.3 %
Net cash provided by operating activities$8,501 $13,962 
(1)See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional information and a reconciliation of net (loss) income to Adjusted EBITDA and Adjusted EBITDA Margin.
•Paying Users. A Paying User is a user that has purchased or renewed a Grindr subscription and/or purchased a premium add-on on the Grindr App. We calculate Paying Users as a monthly average, by counting the number of forwardPaying Users in each month and then dividing by the number of months in the relevant measurement period. Paying Users is a primary metric that we use to judge the health of our business and our ability to convert users to purchasers of our premium features. We are focused on building new products and services and improving on existing products and services, as well as launching new pricing tiers and subscription plans, to drive payer conversion.
•ARPPU. We calculate average revenue per Paying User (“ARPPU”) based on Direct Revenue in any measurement period, divided by Paying Users in such a period divided by the number of months in the period.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
•MAUs. A MAU, or Monthly Active User, is a unique device that demonstrated activity on the Grindr App over the course of the specified period. Activity on the app is defined as opening the app, chatting with another user, or viewing the cascade of other users. We also exclude devices where all linked profiles have been banned for spam. We calculate MAUs as a monthly average, by counting the number of MAUs in each month and then dividing by the number of months in the relevant period. We use MAUs to measure the number of active users on our platform on a monthly basis and to understand the pool of users we can potentially convert to Paying Users.
•ARPU. We calculate average total revenue per user (“ARPU”) based on Total Revenue in any measurement period, divided by our MAUs in such a period divided by the number of months in the period. As we expand our monetization product offerings, develop new verticals, and grow our community of users, we believe we can continue to increase our ARPU.
Non-GAAP Profitability
We use net (loss) income and net cash provided by operating activities to assess our profitability and liquidity, respectively. In addition to net (loss) income and net cash provided by operating activities, we use Adjusted EBITDA, which is a non-GAAP measure of profitability.
We define Adjusted EBITDA as net (loss) income excluding income tax provision, interest expense, net of interest income from the related party loan to Catapult GP II, depreciation and amortization, stock-based compensation expense, and non-core expenses/losses (gains). Non-core expenses/losses (gains) include transaction-related costs, litigation-related costs, management fees, change in fair value of warrant liability and other expense, which includes asset impairments. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenue.
Adjusted EBITDA and Adjusted EBITDA Margin are key measures we use to assess our financial performance and are also used for internal planning and forecasting purposes. We believe Adjusted EBITDA and Adjusted EBITDA Margin are helpful to investors, analysts, and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition, these measures are frequently used by analysts, investors, and other interested parties to evaluate and assess performance.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional information and a reconciliation of net (loss) income to Adjusted EBITDA and Adjusted EBITDA Margin.
Key Factors Affecting our Performance
Our results of operations and financial condition have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2022.
Growth in User Base and Paying Users
We acquire new users through investments in marketing and brand as well as through word of mouth from existing users and others. We convert these users to Paying Users by introducing premium features which maximize the probability of developing meaningful connections, improve the user experience, and provide more control. For the three months ended March 31, 2023 and 2022, we had approximately 866 thousand and 724 thousand Paying Users, respectively, representing an increase of 19.6% period over period. We grow Paying Users by acquiring new users and converting new and existing users to purchasers of one of our subscription plans or in-app offerings. As we scale and our community grows larger, we are able to facilitate more meaningful interactions as a result of the wider selection of potential connections. This in turn increases our brand awareness and increases conversion to one of our paid products and services. Our revenue growth primarily depends on growth in Paying Users. While we believe we are in the early days of our opportunity, at some point we may face challenges increasing our Paying Users, including competition from alternative products and services and lower adoption of certain product features.
Expansion into New Geographic Markets
We are focused on growing our platform globally, including through entering new markets and investing in under-penetrated markets. Expanding into new geographies will require increased costs related to marketing, as well as localization of product features and services. Potential risks to our expansion into new geographies will include competition and compliance with foreign laws and regulations. As we expand into certain new geographies, we may see an
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
increase in users who prefer to access premium features through our add-on options rather than through our paid subscription packages, which could impact our ARPPU. We may also see a lower propensity for users to pay as we enter certain new markets with additional competitors and cost and revenue profiles.
Growth in ARPPU
We have developed a sophisticated understanding of the value our users derive from becoming Paying Users on our platform. We continually develop new monetization features and improve existing features in order to increase adoption of premium add-ons and our subscription programs. Many variables will impact our ARPPU, including the product mix, the geographic mix, and the mix between subscription and add-on revenue. Our pricing is in local currency and may vary between markets. As foreign currency exchange rates change, translation of the statements of operations into U.S. dollars could negatively impact revenue and distort year-over-year comparability of operating results. To the extent our ARPPU growth slows, our revenue growth will become increasingly dependent on our ability to increase our Paying Users.
Investing in Growth While Driving Long-Term Profitability
Key investment areas for our platform include machine learning capabilities, including continually improving our technology; features that prioritize security and privacy; and new offerings that add incremental value to Paying Users.
Attracting and Retaining Talent
Our business relies on our ability to attract and retain our talent, including engineers, data scientists, product designers and product developers. As of March 31, 2023, we had 188 full-time employees; of which, approximately 59.0% work in engineering and product development. We believe that people want to work at a company that has purpose and aligns with their personal values, and therefore our ability to recruit talent is aided by our mission and brand reputation. We compete for talent within the technology industry.
Factors Affecting the Comparability of Our Results
General macroeconomic trends and events. General economic trends and events, including pandemics, demographic changes, employment rates, job growth, user confidence, and disposable income, have a substantial effect on both our users’ ability and desire to purchase sharespremium subscriptions and backstop sharesadvertisers’ ability and willingness to advertise on our network, thereby affecting both of our major revenue streams and our financial results over time and the year-over-year comparability of operating results. For instance, we believe the COVID-19 pandemic was a factor that suppressed user activity, particularly between March 2020 to July 2020, when in-person engagement across the markets in which we operate was severely impacted, and caused some users to be less active or cancel their subscriptions.
Governmental regulations. New governmental policies and regulations can affect our business in meaningful ways, even when such policies and regulations are not specifically related to the LGBTQ community. For example, the implementation of GDPR in Europe has given end-users more control over how their data and personal information are utilized and has thereby adversely affected our European advertisers’ ability to specifically target these users. This new regulation has had a stagnating effect on our indirect revenue growth trajectory in Europe. The implementation of similar regulations in other regions of the world, or new regulations that affect our ability to monetize the data received from our users, could have a significant impact on our operating results and ability to grow our business.
Seasonal variability and general advertising demand. Our ability to maintain consistently high advertiser demand for our platform can be affected by seasonal trends and temporary trends in advertisers’ appetites to engage with our users or our brand. For example, events that result in temporary positive or negative publicity for our company (even if unfounded) may play a significant role in our advertisers’ desire to continue to advertise on our platform. Further, general economic conditions may lead to changes in advertising spending in general, which could have a significant impact on our results of operations. Such fluctuations in advertising demand are often unpredictable and likely temporary, but could have a significant impact on the financial condition of our business.
International market pricing and changes in foreign exchange rates. The Grindr App has MAUs in over 190 countries and territories. Our international revenues represented 40.4% and 36.1% of total revenue for the three months ended March 31, 2023 and 2022, respectively. We vary our pricing to align with local market conditions and our international businesses typically earn revenues in local currencies. In addition, some of the platforms we work with utilize internally generated foreign exchange rates that may differ from other foreign exchange rates, which could impact our results of operations.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Key Components of Our Results of Operations
Revenues
We currently generate revenue from two revenue streams—Direct Revenue and Indirect Revenue. Direct Revenue is revenue generated by our users who pay for subscriptions or premium add-ons to access premium features. Indirect Revenue is generated by third parties who pay us for access to our users, such as advertising and partnerships. As we continue to expand and diversify our revenue streams, we anticipate increasing monetization from premium add-ons, contributing to increase in revenues over time.
Direct Revenues. Direct Revenues are reported gross of fees for subscriptions and premium add-ons as we are the primary party obligated in our transactions with customers and therefore, we act as the principal. Our subscription revenues are generated through the sale of monthly subscriptions that are currently offered in one, three, six and twelve-month subscription periods. Subscribers pay in advance, primarily through third party platforms, including iTunes, Google Play, and Stripe, according to our terms and conditions. Subscription revenues, net of taxes and chargebacks, are recognized ratably over the term of the subscription.
Indirect Revenues. Indirect Revenues primarily consists of revenue generated by third parties who pay us for access to our users, including advertising, partnerships, and merchandise.
Our advertising operations provide advertisers with the unique opportunity to directly target and reach the LGBTQ community, which generally consists of well-educated individuals with significant global purchasing power. We have attracted advertisers from a diverse array of industries, including healthcare, gaming, travel, automotive, and consumer goods. We offer a diverse range of advertising initiatives to advertisers, such as in-app banners, full-screen interstitials, rewarded video, and other customized units, typically on a CPM basis. We contract with a variety of third-party ad platforms to market and sell digital and mobile advertising inventory on our Grindr App. In exchange for facilitating the advertising process, we pay the relevant third-party ad platform a share of the revenue derived from the advertisements they place on the Grindr App.
Cost of Revenue and Operating Expenses
Cost of Revenue. Cost of revenue consists primarily of the distribution fees which we pay to Apple and Google, infrastructure costs associated with supporting the Grindr App and our advertising efforts, which stem largely from our use of Amazon Web Services, and costs associated with content moderation, which involve our outsourced teams in Honduras and the Philippines ensuring that users are complying with our community standards.
Selling, General, and Administrative Expenses. Selling, general and administrative expenses consists primarily of sales and marketing expenditures, compensation and other employee-related costs for our employees, costs related to outside consultants and general administrative expenses, including for our facilities, information technology and infrastructure support. We plan to continue to expand sales and marketing efforts to attract new users, retain existing users and increase monetization of both our new and existing users.
Product Development Expense. Product development expense consists primarily of employee-related and contractor costs for personnel engaged in the design, development, testing and enhancement of product offerings, features, and related technology.
Depreciation and Amortization. Depreciation is entitledprimarily related to receivecomputers, equipment, furniture, fixtures, and leasehold improvements. Amortization is primarily related to capitalized software, acquired definite-lived intangible assets (customer relationships, technology, etc.) as well as trademarks, patents, and copyrights.
Other (Expense) Income
Interest (Expense) Income, Net. Interest (expense) income, net consists of interest income received on related party loans and interest expense incurred in connection with our long-term debt.
Other (Expense) Income, Net. Other (expense) income, net consists of realized exchange rate gains or losses and unrealized exchange rate gains or losses.
Change in Fair Value of Warrant Liability
The change in fair value of warrant liability represents the change in fair value of our public and private warrants.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Income Tax Provision
Income tax provision represents the income tax expense associated with our operations based on the tax laws of the jurisdictions in which we operate. Foreign jurisdictions have different statutory tax rates than the United States. Our effective tax rates will vary depending on the relative proportion of foreign to domestic income, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.
Results of Operations
Three Months Ended March 31, 2023 Compared to the Three Months Ended March 31, 2022
Three Months Ended March 31,
($ in thousands)2023
% of
Total
Revenue
2022
% of
Total
Revenue
Consolidated Statements of Operations and Comprehensive Income (Loss)
Revenue$55,809 100.0 %$43,530 100.0 %
Operating costs and expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below)14,815 26.5 %11,701 26.9 %
Selling, general and administrative expense18,945 33.9 %10,378 23.8 %
Product development expense5,506 9.9 %3,647 8.4 %
Depreciation and amortization7,952 14.2 %9,026 20.7 %
Total operating costs and expenses47,218 84.6 %34,752 79.8 %
Income from operations8,591 15.4 %8,778 20.2 %
Other expense
Interest expense, net(10,793)-19.3 %(2,956)-6.8 %
Other income (expense), net123 0.2 %(68)-0.2 %
Change in fair value of warrant liability(15,317)-27.4 %— — %
Total other expense(25,987)-46.6 %(3,024)-6.9 %
Net (loss) income before income tax(17,396)-31.2 %5,754 13.2 %
Income tax provision15,503 27.8 %1,253 2.9 %
Net (loss) income and comprehensive (loss) income$(32,899)-58.9 %$4,501 10.3 %
Net (loss) income per share:$(0.19)$0.03 
Revenues
Revenues for the three months ended March 31, 2023 and 2022 were $55.8 million and $43.5 million, respectively. The $12.3 million increase, or 28.3%, for the three months ended March 31, 2023 compared to the three months ended March 31, 2022 was due to an increase in Direct Revenue of $11.7 million, or 32.1%, from $36.4 million to $48.1 million. The increase in Direct Revenue was driven by both an increase in ARPPU and Paying Users. ARPPU increased by 10.5%, or $1.76, to $18.52 for the three months ended March 31, 2023, from $16.76 for the three months ended March 31, 2022. Our ARPPU increased as a result of improved product mix with higher-priced subscription products and an increase in à la carte purchases. We expect ARPPU to fluctuate in the near-term as we continue to test different subscription options across different price points and durations. For the three months ended March 31, 2023 and 2022, Paying Users increased by 142 thousand from approximately 724 thousand to approximately 866 thousand, as we increased Paying User penetration of our overall user base as a result of launching new premium add-ons and features to drive greater subscription conversion. The increase in Indirect Revenue was primarily driven by year-over-year growth in advertising revenue due to an increase in the number of our advertising partners as of March 31, 2023 as compared to March 31, 2022.
For the three months ended March 31, 2023 and 2022, revenues from operations in the United States increased by $5.4 million, or 19.5%. During this same period, revenues from operations in the United Kingdom increased by $0.9 million, or 27.7%, and revenues from operations in the remainder of the world increased by $5.9 million, or 47.8%. The reasons for these changes are consistent with revenue changes previously noted.
Cost of revenue
Cost of revenue for the three months ended March 31, 2023 and 2022 was $14.8 million and $11.7 million, respectively. The $3.1 million increase, or 26.5%, was primarily due to growth in distribution fees (consistent with direct
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
revenue growth) of $2.4 million, and increased infrastructure costs associated with our primary information systems vendors of $0.6 million.
Selling, general and administrative expense
Selling, general and administrative expense for the three months ended March 31, 2023 and 2022 was $18.9 million and $10.4 million, respectively. The $8.5 million increase, or 81.7%, was primarily due to increases in stock-based compensation expense of $2.5 million, full-time employee-related expenses associated with headcount growth of $1.8 million, and spending for outside service fees for audit, tax, legal, recruiting, and other consulting services of $2.8 million. The remaining increase was also due to higher branding and marketing costs, as well as other general and administrative expenses, such as general liability insurance, office software, and business travel and entertainment.
Product development expense
Product development expense for the three months ended March 31, 2023 and 2022 was $5.5 million and $3.6 million, respectively. The $1.9 million increase, or 52.8%, was primarily due to increased full-time employee-related expenses primarily associated with headcount growth.
Depreciation and amortization
Depreciation and amortization for the three months ended March 31, 2023 and 2022 was $8.0 million and $9.0 million, respectively. The $1.0 million decrease, or 11.1%, was primarily due to acquired intangibles amortization from our acquisition in June 2020 for which certain intangible assets were amortized under an accelerated amortization schedule, with higher amounts expensed in 2022.
Interest expense, net
Interest expense, net for the A&R FPA. “Grindr Valuation” means $1,584,000,000 plusthree months ended March 31, 2023 and 2022 was $10.8 million and $3.0 million, respectively. The $7.8 million increase, or 260.0%, was primarily due to increased interest expense relating primarily to higher principal balances and a higher interest rate under our credit agreement. Interest expense including the amount, if any,amortization of debt issuance costs related to the credit agreement for the three months ended March 31, 2023 and 2022 was $11.2 million and $3.6 million, respectively. This was partially offset by the interest income from the related party loan to Catapult GP II, which for the three months ended March 31, 2023 and 2022 was $0.7 million and $0.3 million, respectively. See Note 4 and Note 6 to the unaudited condensed consolidated financial statements for additional information included elsewhere in this Quarterly Report on Form 10-Q for additional information.
Other income (expense), net
Other income (expense), net for the three months ended March 31, 2023 and 2022 was $0.1 million and $(0.1) million, respectively.
Change in fair value of warrant liability
Change in fair value of warrant liability represents the change in the fair value of our Warrants between measurement dates. The Warrants remained unexercised and were remeasured to fair value of $33.3 million as of March 31, 2023, resulting in a loss of $15.3 million for the three months ended March 31, 2023 recognized in the unaudited condensed consolidated statements of operations and comprehensive (loss) income.
Income tax provision
Income tax provision for the three months ended March 31, 2023 and 2022 was $15.5 million and $1.3 million, respectively. The $14.2 million increase, or 1,092.3%, was primarily due to the tax effect on the change in fair value of warrant liability, the change in valuation allowance and nondeductible officer compensation, the foreign derived intangible income deduction, and the research and development credit.
Our effective tax rates in fiscal 2023 and future periods may fluctuate, as a result of changes in our forecasts where losses cannot be benefited due to the existence of valuation allowances on our deferred tax assets, changes in actual results versus our estimates, or changes in tax laws, regulations, accounting principles, or interpretations thereof.
Net (loss) income
Net (loss) income for the three months ended March 31, 2023 and 2022 was $(32.9) million and $4.5 million, respectively. Net (loss) income decreased by $37.4 million for the reasons explained above.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use Adjusted EBITDA, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may differ from similarly titled measures used by other companies, is presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
Adjusted EBITDA
The primary financial measure we use is Adjusted EBITDA. EBITDA is defined as net (loss) income, before interest, taxes, depreciation, and amortization. We define Adjusted EBITDA as net (loss) income excluding income tax provision, interest expense, net of interest income from the related party loan to Catapult GP II, depreciation and amortization, stock-based compensation expense and non-core expenses/losses (gains), including transaction-related costs, litigation-related costs, management fees, change in fair value of warrant liability and other expense, which includes asset impairments. Our management uses this measure internally to evaluate the performance of our business and this measure is one of the primary metrics by which our internal budgets are based and by which management is compensated. We exclude the Permitted Distribution Amount exceeds the Grindr Distribution Amount; “Permitted Distribution Amount” means $370,000,000above items as some are non-cash in nature, and “Grindr Distribution Amount” means 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, providedothers are non-recurring that the amount of any such dividend or distributionthey may not exceedbe representative of normal operating results. This non-GAAP financial measure adjusts for the Permitted Distribution Amount. In addition, all Grindr Optionsimpact of items that we do not consider indicative of the operational performance of our business. While we believe that this non-GAAP financial measure is useful in evaluating our business, this information should be considered as supplemental in nature and Grindr Warrants that are outstandingis not meant as of immediately prior toa substitute for the First Merger, will be converted into optionsrelated financial information prepared and warrants to purchase shares of New Grindr Common Stock, respectively.presented in accordance with GAAP.
Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA for a period by revenue for the same period.

The Special Committeefollowing table presents the reconciliation of Tiga has unanimously approvednet income to Adjusted EBITDA for the three months ended March 31, 2023 and declared advisable the Merger Agreement2022.
Three Months Ended
March 31,
($ in thousands)20232022
Reconciliation of net income to adjusted EBITDA
Net (loss) income$(32,899)$4,501 
Interest expense, net10,793 2,956 
Income tax provision15,503 1,253 
Depreciation and amortization7,952 9,026 
Transaction-related costs (1)
— 7 
Litigation related costs (2)
1,211 1,504 
Stock-based compensation expense3,341 734 
Management fees (3)
— 178 
Change in fair value of warrant liability (4)
15,317 — 
Other expense (5)
781 — 
Adjusted EBITDA$21,999 $20,159 
Revenue$55,809 $43,530 
Adjusted EBITDA Margin39.4 %46.3 %
_________________
(1)Transaction-related costs consist of legal, tax, accounting, consulting, and the Business Combination. In addition, the Board of Directors of Tiga (the “Board”) has unanimously (i) approved and declared advisable the Merger Agreement andother professional fees related to the Business Combination and (ii) resolved to recommend approval of the Merger Agreement andother potential acquisitions, that are non-recurring in nature.
(2)Litigation related matters by the shareholders of Tiga.

Prior to the Closing, subject to the approval of Tiga’s shareholders, and in accordancecosts primarily represent external legal fees associated with the DGCL, Cayman Islands Companies Law (2020 Revision) (the “CICL”) and Tiga’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”), Tiga will effect a deregistration under the CICL and a domestication under Section 388 of the DGCL with the Secretary of State of Delaware), pursuant to which Tiga’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). In connection with the Domestication, Tiga,outstanding litigation or regulatory matters such as the continuing entity inpotential Datatilsynet fine or the Domestication, will be renamed “Grindr Inc.” As used herein, “New Grindr” refers to Tiga after the Domestication, including after such change of name.

In connection with the Domestication, (i) each of the then issued and outstanding Class A ordinary shares, 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”), (ii) each of the then issued and outstanding Class B ordinary shares, 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, (iii) each then issued and outstanding warrant of Tiga will convert automatically into a warrant to acquire one share of New Grindr Common Stock (“New Grindr Warrant”), pursuant to the Warrant Agreement, dated November 23, 2020, between Tiga and Continental Stock Transfer & Trust Company, as warrant agent, and (iv) each then issued and outstanding unit of Tiga will separate and convert automatically into one share of New Grindr Common Stock and one-half of one New Grindr Warrant.

November 1, 2022, the registration statement on Form S-4 was declared effective by the SEC. On the same day, the Company filed its definitive proxy statement/prospectus providing for an extraordinary general meeting on November 15, 2022 on which the shareholders of record as of October 17, 2022 will consider and vote upon: (i) a proposal to approve and adopt the Merger Agreement and the other transactions contemplated by the Merger Agreement and related agreements described in the definitive proxy statement/prospectus; (ii) 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; (iii) a proposal to adopt the proposed certificate of incorporation and bylaws of New Grindr in the form attached as Annex I and J of the definitive proxy statement/prospectus; (iv) to consider and vote upon, on a non-binding advisory basis, certain material differences between the Company’s amended and restated memorandum and articles of association and the proposed certificate of incorporation and proposed bylaws; (v) a proposal to elect nine directors, who upon consummationCFIUS review of the Business Combination, Transaction,which are unrelated to Grindr’s core ongoing business operations.
(3)Management fees represent administrative costs associated with San Vicente Holdings LLC's ("SVE") administrative role in managing financial relationships and providing directive on strategic and operational decisions, which ceased to continue after the Business Combination.
(4)Change in fair value of warrant liability relates to our warrants that were remeasured to fair value resulting in a loss of $15.3 million for the three months ended March 31, 2023.
(5)Other expense primarily represents costs incurred from reorganization events that are unrelated to Grindr's core ongoing business operations, including severance and employment related costs.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
For the three months ended March 31, 2023 and 2022, Adjusted EBITDA increased by $1.8 million, or 8.9%, which was primarily due to an increase in revenue, partially offset by higher operating expenses (excluding one-time, non-recurring, and other expenses, as outlined in the Adjusted EBITDA definition).
Liquidity and Capital Resources
Cash Flows for the Three Months Ended March 31, 2023 and 2022
The following table summarizes our total cash and cash equivalents:
Three Months Ended
March 31,
($ in thousands)20232022
Cash, and cash equivalents, including restricted cash (as of the end of period)$35,229 $29,176 
Net cash provided by (used in):
Operating activities$8,501 $13,962 
Investing activities(1,493)(1,115)
Financing activities18,104 (841)
Net change in cash and cash equivalents$25,112 $12,006 
Cash flows provided by operating activities
Net cash provided by operating activities are primarily dependent on our revenues affected by timing of receipts from subscription and advertising sales. It is also dependent on managing our operating expenses, such as salaries and employee-related costs, selling and marketing expenses, transaction costs, and other general and administrative expenses. We expect to maintain strong operating cash flows given our historical performance. We will continue to invest in the right resources to support longer term profitable growth. Our operating cash flows should continue to cover our operating and financing costs.
During the three months ended March 31, 2023, our operations provided $8.5 million of cash, which was primarily attributable to net loss of $32.9 million, an increase of $8.0 million in depreciation and amortization, an increase of $15.3 million in the fair value change in warrant liability and an increase of $1.8 million in other non-cash adjustments. Cash flows provided by operating activities were further attributable to an increase of $16.3 million from changes in operating assets and liabilities.
During the three months ended March 31, 2022, our operations provided $14.0 million of cash, which was primarily attributable to net (loss) income of $4.5 million, an increase of $9.0 million in depreciation and amortization and an increase of $0.8 million in other non-cash adjustments. Cash flows provided by operating activities were further attributable to a decrease of $1.2 million from changes in operating assets and liabilities.
Cash flows used in investing activities
Net cash used in investing activities for the three months ended March 31, 2023 consisted primarily of additions to capitalized software of $1.5 million.
Net cash used in investing activities for the three months ended March 31, 2022 consisted primarily of additions to capitalized software of $1.0 million.
We expect our capital investments to increase over time as we further enhance our platform and product. However, historically, this has not been significant, as it has primarily comprised of capitalization of engineering labor costs and computer hardware costs for employees. Other increases could come from potential acquisitions or other platform extensions.
Cash flows provided by (used in) financing activities
Net cash provided by financing activities for the three months ended March 31, 2023 consisted of consisted of $19.4 million in proceeds from repayment of a promissory note to a member and related interest (see Note 4 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information), $1.0 million in proceeds from the exercise of employee stock options and $1.1 million related to the principal paydown of our long-term debt.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Net cash used in financing activities for the three months ended March 31, 2022 consisted of $0.1 million in proceeds from exercise of employee stock options, $1.0 million related to the principal paydown of our long-term debt.
Sources of Liquidity
Since our inception, we have financed our operations and capital expenditures primarily through cash flows generated by operations, a senior secured credit facility, and the private sales of equity securities.
To the extent existing cash and cash from operations are not sufficient to fund future activities, we may need to raise additional funds. We may seek to raise additional funds through equity, equity-linked or debt financings. If we raise additional funds through the incurrence of indebtedness, such indebtedness may have rights that are senior to holders of our equity securities and could contain covenants that restrict operations. Any additional equity financing may be dilutive to existing stockholders. We may enter into investment or acquisition transactions in the future, which could require us to seek additional equity financing, incur indebtedness, or use cash resources.

Financing Arrangements
As of March 31, 2023, we had cash and cash equivalents of $33.8 million. We believe that our cash and cash equivalents, cash flows generated by operations and borrowings under our senior secured credit facility will be sufficient to meet our working capital and capital expenditure needs for the directorsnext 12 months. We believe we will meet longer term expected future cash requirements and obligations through a combination of New Grindr; (vi) cash flows generated by operations and available funds from our cash and cash equivalents. However, this determination is based upon internal projections and is subject to changes in market and business conditions.
Fortress Credit Corp. Loan
On June 10, 2020, Grindr Gap LLC (f/k/a proposalSan Vicente Gap LLC), Grindr Capital LLC (f/k/a San Vicente Capital LLC) (the “Borrower”), Fortress Credit Corp. (“Fortress”) and the other credit parties and lenders party thereto entered into a credit agreement (the “Credit Agreement”), which permitted the Borrower to approveborrow up to $192.0 million through a senior secured credit facility (the "Initial Term Loan"). The full amount of $192.0 million was drawn on June 10, 2020. When amounts are repaid, they may not be reborrowed. The Borrower, Fortress and the issuanceother credit parties and lenders entered into Amendment No. 2 to the Credit Agreement on June 13, 2022, which permitted the Borrower to borrow an additional $60.0 million through several supplemental term loans (the “Supplemental Term Loans”). The full amount of Newthe Supplemental Term Loans was drawn on June 13, 2022. Amounts paid or repaid in respect of the Supplemental Term Loans may not be reborrowed. Concurrently with entering into Amendment No. 3 to the Credit Agreement, the aggregate remaining principal balance on the Initial Term Loan and Supplemental Term Loans, totaled $197.9 million, and was split into two separate term loans, of which $30.9 million is scheduled to mature on June 10, 2025 and $167.0 million is scheduled to mature on November 14, 2027.
The Borrower, Fortress and the other credit parties and lenders entered into Amendment No. 3 to the Credit Agreement on November 14, 2022, which permitted the Borrower to borrow an additional $170.8 million through several supplemental term loans (the “Supplemental Term Loans II”). The full amount of the Supplemental Term Loans II was drawn on November 14, 2022 (in the amount of $140.8 million) and November 17, 2022 (in the amount of $30.0 million). The maturity date for the $140.8 million loan is November 14, 2027 and the maturity date for the $30.0 million loan is May 17, 2024.
The Borrower is a direct subsidiary of Grindr Common StockGap, LLC, which is a direct subsidiary of Legacy Grindr. Legacy Grindr is a direct subsidiary of Grindr Inc. Borrowings under the Credit Agreement are guaranteed by all of the subsidiaries of Legacy Grindr (other than the Borrower and Grindr Canada Inc.) and are collateralized by the capital stock and/or certain assets of all of the subsidiaries of Legacy Grindr. Borrowings under the Credit Agreement are repayable in full on various dates ranging from May 17, 2024 to (a)November 14, 2027 based on the Forward Purchase Investorsdrawdown dates of the loans with quarterly mandatory principal repayments equal to 0.5% of the original principal amount of the relevant loans. The Borrower is also required (among other things) to make mandatory prepayments of the Credit Agreement equal to a defined percentage rate (determined based on our leverage ratio) of excess cash flow. Borrowings under the Credit Agreement are index rate loans or Term SOFR loans, at the Borrower’s discretion. Index rate loans bear interest at the index rate plus applicable margin based on the consolidated total leverage ratio, currently 7.0%. Term SOFR loans bear interest at Term SOFR (as defined in the definitive proxy statement/prospectus) pursuant toCredit Agreement) plus an applicable margin based on the backstop commitment and the forward purchase commitment and (b) Grindr’s members pursuant to the Merger Agreement; (vii) a proposal to approve and adopt the Grindr 2022 equity incentive plan,consolidated total leverage ratio, currently 8.0%, in the form attached as Annex F to the definitive proxy statement/prospectus; and (viii) a proposal 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 voteseach case, except for or otherwise in connection with, the approval of one or more proposals at the extraordinary general meeting.

The Business Combination Transaction is expected to close on or about November 18, 2022.

 Forward Purchase Agreement

On May 9, 2022, concurrently with the execution$30.0 million of the Merger Agreement,Supplemental Term Loans II for which the Company entered into an amendedapplicable margin is currently 3.2% for index rate loans and restated forward purchase agreement (the “A&R FPA”) with the Sponsor. The A&R FPA replaces the FPA that was entered into in connection with the closing4.2% for Term SOFR loans.
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Item 2. Management’s Discussion and Analysis of an aggregateFinancial Condition and Results of 5,000,000 Class A ordinary 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 Class A Ordinary share, in a private placement to close prior to or concurrently with the closing of a Business Combination. In addition, to the extent that the Non-FPS Amount (as defined in the A&R FPA) is less than $50,000,000 immediately prior to the closing of a Business Combination but following the Domestication, the forward purchaser has agreed pursuant to the A&R FPA to purchase (a) a number of shares of Class A ordinary shares (the “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 redeemable warrants (the “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, the forward purchaser 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.Operations

Prior to the Closing, we expect that the Company, the Sponsor and San Vicente Parent LLC will enter into the Joinder and Assignment Agreement to the A&R FPA, which among other things, will provide for the transfer and assignment of the Sponsor’s rights andThe obligations under the A&R FPACredit Agreement are subject to San Vicente Parent LLC. We further expect that San Vicente Parent LLC will satisfy its obligations underacceleration at the A&R FPA prior to the Closing.

Convertible Promissory Note - Related Party

On January 25, 2022, March 31, 2022, May 12, 2022, June 27, 2022, and September 28, 2022 the Sponsor had advanced the sum of $750,000, $300,000, $430,000, $200,000, and $100,000 respectively, to the Company on accountelection of the Note.  All unpaid principal underrequired lenders during the Note shall be due and payable in fullcontinuance of any event of default. A default interest rate of an additional 2.0% per annum will apply on the effective date of the Company’s initial business combination, unless accelerated uponall outstanding obligations after the occurrence of an event of default. At September 30,The Credit Agreement includes restrictive non-financial and financial covenants, including the requirement to maintain a total leverage ratio no greater than a specified level, currently 4.50:1.00.
See Note 6 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
Contractual obligations and other uses of cash
Our principal commitments have not materially changed from our Annual Report on Form 10-K for the year ended December 31, 2022, there was $1,780,000 outstanding under this Note and the amount available for withdrawalwhich consist of obligations under the Credit Agreement and operating leases for office space. See Note totaled $220,000.

Transaction Support Agreement

On May 9, 2022, concurrently with the execution of the Merger Agreement, Grindr, Tiga, Merger Sub I, the Sponsor6 and the directors of Tiga entered into the Transaction Support Agreement. PursuantNote 7 to the terms of the Transaction Support Agreement, the Sponsor and the directors of Tiga agreed to, among other things, vote or cause its shares to voteour unaudited condensed consolidated financial statements included elsewhere in favor of the Business Combination Proposal (as defined in the Merger Agreement) and the other proposals included in the accompanying proxy statement/prospectus.

Unitholder Support Agreement

In connection with the execution of the Merger Agreement, Tiga entered into a support agreement (the “Unitholder Support Agreement”) with Grindr and certain unitholders of Grindr (the “Requisite Unitholders”). Pursuant to the Unitholder Support Agreement, the Requisite Unitholders agreed to, among other things, vote to adopt and approve the Merger Agreement, the Mergers and any other matters necessary or reasonably requested by Tiga for the consummation of the Mergers, in each case, subject to the terms and conditions of the Unitholder Support Agreement.

A&R Registration Rights Agreement

The Merger Agreement contemplates that, at the Closing, New Grindr, the Sponsor, the independent directors of Tiga and certain securityholders of Grindr will enter into the Amended and Restated Registration Rights Agreement (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 of 1933, as amended (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.

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Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through September 30, 2022 were organizational activities and those necessary to prepare for the Initial Public Offering, described below, and, after the Initial Public Offering, identifying a target for a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We expect to generate non-operating income in the form of interest incomethis Quarterly Report on marketable securities held after the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended September 30, 2022, we had a net loss of $9,184,474 which consisted of operating costs of $4,731,970, a loss from change in fair value of warrant liabilities (Public Warrants and Private Placement Warrants) of $3,193,590, a loss from change in fair value of FPA liabilities of $2,558,043 offset by interest earned on marketable securities held in the Trust Account of $1,299,129.

For the nine months ended September 30, 2022, we had a net loss of $8,693,223 which consisted of a loss from change in fair value of FPA liabilities of $3,071,059, a loss from the fair value of private placement in excess of purchase price of $81,153, offset by a gain from change in the fair value of warrant liabilities (Public Warrants and Private Placement Warrants) of $1,732,771 and interest earned on marketable securities held in the Trust Account of $1,702,123.

22
For the three months ended September 30, 2021, we had a net income of $11,830,757 which consisted of a gain from change in fair value of warrant liability (Public Warrants and Private Placement Warrants) of $11,368,775, a gain from change in fair value of FPA liability of $1,105,906, and interest earned on marketable securities held in the Trust Account of $23,028, offset by operating costs of $666,952.

For the nine months ended September 30, 2021, we had a net income of $22,828,766, which consisted of a gain from change in fair value of warrant liability (Public Warrants and Private Placement Warrants) of $22,902,838, a gain from change in fair value of FPA liability of $1,290,015, a gain in the fair value of Private Placement Warrants in excess of purchase price of $79,548 and interest earned on marketable securities held in the Trust Account of $58,104, offset by operating costs of $1,501,739.

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Liquidity and Going Concern

As of September 30, 2022, we had cash of $100,240. Until the consummation of the Public Offering, our only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from our Sponsor.

On November 27, 2020, we consummated the Initial Public Offering of 27,600,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $276,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 10,280,000 Initial Private Placement Warrants to the Sponsor at a price of $1.00 per private placement warrant generating gross proceeds of $10,280,000.

Following the Initial Public Offering, the full exercise of the over-allotment option, and the Initial Private Placement, a total of $278,760,000 was placed in the Trust Account. We incurred $15,736,649 in transaction costs, including $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $556,649 of other offering costs. On May 18, 2021, November 17, 2021, and May 23, 2022, respectively, the Company 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, November 22, 2021, and May 24, 2022, respectively, the required deposit of $2,760,000 was placed into the Trust Account and on May 25, 2021, November 23, 2021, and May 25, 2022, respectively, the Company issued and sold to the Sponsor 2,760,000 Extension Private Placement Warrants. 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).

On March 16, 2022, the Board of Directors of the Company authorized the execution and delivery of a Convertible Promissory Note in the principal amount of $2,000,000 (the “Note”) to the Sponsor, as part of the Working Capital Loans. On January 25, 2022, March 31, 2022, May 12, 2022, June 27, 2022, and September 28, 2022, the Sponsor had advanced the sum of $750,000, $300,000, $430,000, $200,000, and $100,000 respectively, to the Company on account of the Note. All unpaid principal under the Note shall be due and payable in full on the effective date of the Company’s initial business combination, unless accelerated upon the occurrence of an event of default. At September 30, 2022, there was $1,780,000 outstanding under this note. All unpaid principal under the Note shall be due and payable in full on the effective date of our initial business combination, unless accelerated upon the occurrence of an event of default.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

We will need to raise additional capital through loans or additional investments from our initial shareholders, officers or directors. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern through one year and one day from the issuance of this Form 10-Q .for additional information.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until November 27, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity conditions and mandatory liquidation, should a Business Combination not occur, and an extension is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The Company intends to complete its Business Combination. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 27, 2022.

Off-Balance Sheet Financing Arrangements

Off-balance sheet arrangements
We have no obligations, assets or liabilities, which would be consideredsignificant off-balance sheet arrangements as of September 30, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for overhead expenses and related services provided to the Company. We began incurring these fees on November 23, 2020 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement. However, one of the underwriters, Goldman Sachs (Asia) L.L.C., has agreed to waive its rights to the deferred underwriting in connection with its decision not to provide further services as a financial advisor, placement agent, capital markets advisor or in any other capacity in connection with closing of the Business Combination. Credit Suisse expressly waived all deferred underwriting commissions owed to them pursuant to the underwriting agreement, dated November 23, 2020.

We entered into a private placement warrants purchase agreement, dated as of November 23, 2020, with the Sponsor which provides that at the option of the Sponsor, on the dates that are 6, 12 and 18 months, respectively from the closing date of the Initial Public Offering, the Company shall issue and sell to the Sponsor, its affiliates or permitted designees and the Sponsor shall purchase from the Company, an additional 2,760,000, private placement warrants at a price of $1.00 per private placement warrant for an aggregate purchase price of $2,760,000. At September 30, 2022, the private placement warrants purchase agreement has been fulfilled.

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We entered into a forward purchase agreement with the Sponsor or an affiliate of the Sponsor which provides for the purchase by the Sponsor of an aggregate of 5,000,000 Class A ordinary shares, plus an aggregate of 2,500,000 forward purchase warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 per Class A ordinary share, in a private placement to close prior to or concurrently with the closing of a Business Combination. Pursuant to the forward purchase agreement, the forward purchaser was also granted an option to subscribe, in the forward purchaser’s sole discretion, for an additional 5,000,000 Class A ordinary shares plus an additional 2,500,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an additional purchase price of $50,000,000, or $10.00 per Class A ordinary share, in one or multiple private placements to close prior to or concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement do not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. The forward purchase warrants will have the same terms as the public warrants issued as part of the Units.

On May 9, 2022, concurrently with the execution of the Merger Agreement, the Company entered into an amended and restated forward purchase agreement (the “A&R FPA” or “Forward Purchase Agreement”) with the Sponsor. The A&R FPA replaces the FPA that was entered into in connection with the closing of the Initial Public Offering.  The A&R FPA provides for the purchase by the forward purchaser of an aggregate of 5,000,000 Class A ordinary 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 Class A ordinary share , in a private placement to close prior to or concurrently with the closing of a Business Combination.  In addition, to the extent that the Non-FPS Amount (as defined in the A&R FPA) is less than $50,000,000 immediately prior to the closing of a Business Combination but following the Domestication, the forward purchaser has agreed pursuant to the A&R FPA to purchase (a) a number of shares of Class A ordinary shares (the “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 redeemable warrants (the “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, the forward purchaser 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.

Prior to the closing of our initial business combination, we expect that the Company, the Sponsor and San Vicente Parent LLC will enter into a joinder and assignment agreement to the A&R FPA, which among other things, will provide for the transfer and assignment of the Sponsor’s rights and obligations under the A&R FPA to San Vicente Parent LLC. We further expect that San Vicente Parent LLC will satisfy its obligations under the A&R FPA prior to the closing of our initial business combination.

Critical Accounting Policies and Estimates

We have based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Due to the inherent uncertainty involved in making these estimates, actual results reported in future periods could differ from our estimates.
The preparationThere have been no material changes to our discussion of critical accounting estimates from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2022.
Recently Issued and Adopted Accounting Pronouncements
For a discussion of recent accounting pronouncements, see Note 2 to our unaudited condensed consolidated financial statements and related disclosuresincluded elsewhere in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We identified the following critical accounting policies:

Warrant and Forward Purchase Agreement (FPA) Liability

The Company accountsthis Quarterly Report on Form 10-Q for the Warrants and FPA in accordance with the guidance contained in ASC 815-40, under which the Warrants and FPA do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants and FPA as liabilities at their fair value and adjusts the Warrants and FPA to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. Changes in the estimated fair value of the warrants and FPA are recognized as a non-cash gain or loss on the statements of operations.

The Public Warrants for periods where no observable trade price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The fair value of the Private Placement Warrants was determined using a Black-Scholes-Merton model. At September 30, 2022, due to the similar terms of the Public Warrants, the Private Placement Warrants were transferred to Level 2 and valued using the Company’s Public Warrants Warrant price. The committed units of the FPA are valued using a discounted valuation of a reconstructed unit price and the optional units of the FPA are valued using the same reconstructed unit price within a Black-Scholes-Merton model framework.

additional information.
Convertible Promissory Note - Related Party
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The Company accounts for its Convertible Note under ASC 815, “Derivatives and Hedging” (“ASC 815”). Under 815-15-25, an election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for its Convertible Note. Using the fair value option, the Convertible Note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Convertible Note is recognized as a non-cash gain or loss on the condensed statements of operations.

The Company has determined the fair value of the note is more accurately recorded at par since the conversion price is almost 150% higher than the value of the warrants. No arms-length transaction by a note holder would result in a conversion with this fact pattern, thus it is a more accurate depiction with recording at par. As such, no fair value change was booked to the statement of operations.

Class A Ordinary Shares Subject to Possible Redemption

We account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of our balance sheets.

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Net Income (Loss) per Ordinary Share

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The net income or loss is allocated to each class of shares using an allocation of total shares, which is then divided by the total shares for the respective class.

We did not consider the effect of the warrants issued in connection with the initial public offering and the private placement in the calculation of diluted income per share because their exercise is contingent upon future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share. Accretion associated with the redeemable Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.

Recent Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 also requires additional disclosures regarding significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The Company expects to adopt the provisions of this guidance on January 1, 2023. The adoption is not expected to have a material impact on the Company’s condensed financial statements.

Besides the above, the Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted. would have a material effect on the accompanying condensed financial statements.

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JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2Item 10 of the Exchange ActRegulation S-K and are not required to provide the information otherwise required under this item.

ITEM 4.CONTROLS AND PROCEDURES

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures

Disclosure controls andare procedures that are designed to ensurewith the objective of ensuring that information required to be disclosed by us in our reports filed under the Exchange Act, reports is recorded, processed, summarized, and reported within the time periodsperiod specified in the SEC’s rules and forms, andforms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our principalthe chief executive officer and principalchief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As required by Rules13a-15 and 15d-15 underWith the Exchange Act,foregoing in mind, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation ofevaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of September 30, 2022.the end of the period covered by this Quarterly Report on Form 10-Q. Based on thissuch evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2023, our disclosure controls and procedures were effective.not effective at a reasonable assurance level as a result of the material weakness that existed in our internal control over financial reporting identified previously, which continues to exist as of March 31, 2023, as discussed below.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis. As of December 31, 2022, a material weakness in our internal control over financial reporting was identified in relation to the accuracy and timeliness of our financial statement closing process. Given that we operated as a private company prior to the Business Combination, we did not have the necessary formalized processes to effectively implement review controls within our internal control over financial reporting.
Since December 31, 2022, we have implemented or have begun to implement the following ongoing actions to remediate the material weakness described above:
•hired a chief accounting officer and continue to hire additional personnel to bolster our accounting capabilities and capacity;
•design and implement appropriate modules in our financial systems to automate manual reconciliations and calculations; and
•evaluate, design and implement the internal controls and procedures with respect to the closing process, including the measures stated above to automate manual reconciliation and calculation in order to limit human judgment and clerical errors and enhance adequacy of reviews to assure timely and accurate financial reporting.
Changes in Internal Control Overover Financial Reporting

ThereOther than the remediation measures discussed above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II -– OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS.

Item 1. Legal Proceedings
None.In the ordinary course of business, we are involved in various claims, lawsuits, government investigations, settlements and proceedings relating to our operations. Although the results of the claims, lawsuits, government investigations, and proceedings in which we are involved cannot be predicted with certainty, we do not believe the final outcome of certain matters will have a material adverse effect on our business, financial condition, or results of operations, other than those proceedings for which it is too early to determine the materiality and probability of outcome. Information relating to various commitments and contingencies is described in Note 14 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

In the future, we may be subject to additional legal proceedings, the scope and severity of which is unknown and which could adversely affect our business. In addition, from time to time, others may assert claims against us and we may assert claims and legal proceedings against other parties, including in the form of letters and other forms of communication.
The results of any current or future legal proceedings cannot be predicted with certainty and, regardless of the outcome, can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
ITEM 1A.RISK FACTORS.

Item 1A. Risk Factors
Factors that could cause our actual results to differ materiallyThere are no material changes from thosethe risk factors previously disclosed in this Quarterly Report are any of the risks describedItem 1A, “Risk Factors” in our amended Annual Report on Form 10-K for the periodyear ended December 31, 2021 as filed with the SEC on March 22, 2022 and the Company’s definitive proxy statement/prospectus filed with the SEC on November 1, 2022. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, other than as described below, there have been no material changes to the risk factors disclosed in our amended Annual Report on Form 10-K for the period ended December 31, 2021 as filed with the SEC on March 22, 2022 and the Company’s definitive proxy statement/prospectus filed with the SEC on November 1, 2022. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On November 27, 2020, we consummated the Initial Public Offering of 27,600,000 Units, inclusive of 3,600,000 Units sold to the underwriters upon the underwriters’ election to fully exercise their over-allotment option, at a price of $10.00 per Unit, generating total gross proceeds of $276,000,000. The securities sold in the offering were registered under the Securities Act on registration statements on Form S-1 (No. 333-249853 and 333-250902). The registration statements became effective on November 23, 2020.None.

Simultaneously with the consummation of the Initial Public Offering and the full exercise of the over-allotment option, we consummated a private placement of 10,280,000 Initial Private Placement Warrants to our Sponsor at a price of $1.00 per Initial Private Placement Warrant, generating total proceeds of $10,280,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On May 18, 2021, November 17, 2021, and May 23, 2022, respectively, the Company 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, November 22, 2021, and May 24, 2022, respectively, the required deposit of $2,760,000 was placed into the Trust Account and on May 25, 2021, November 23, 2021 and May 25, 2022, respectively, the Company issued and sold to the Sponsor 2,760,000 Extension Private Placement Warrants. The total amount of outstanding Private Placement Warrants is 18,560,000 as of the date of this filing.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Of the gross proceeds received from the Initial Public Offering including the over-allotment option, and the sale of the Private Placement Warrants, $287,040,000 was placed in the Trust Account.

We paid a total of $5,520,000 in underwriting discounts and commissions and $556,649 for other offering costs related to the Initial Public Offering. In addition, the underwriters agreed to defer $9,660,000 in underwriting discounts and commissions.

For a description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

Item 3. Defaults Upon Senior Securities
None.

ITEM 4.MINE SAFETY DISCLOSURES.

Item 4. Mine Safety Disclosures
Not applicable.

ITEM 5.OTHER INFORMATION.

Item 5. Other Information
None.

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ITEM 6.EXHIBITS

Item 6. Exhibits
The following is a list of all exhibits are filed or furnished as part of or incorporated by reference into, this Quarterly Report on Form 10-Q.report:

No.
Exhibit No.Description of ExhibitFormFile NumberExhibitsFiling Date
Agreement and PlanRestated Certificate of Merger,Incorporation of Grindr Inc., dated as of MayNovember 18, 2022.Form S-1/A  333-268782 3.1February 9, 2022, by and among Tiga Acquisition Corp., Tiga Merger Sub LLC and Grindr Group LLC (incorporated by reference to Exhibit 2.1 to Tiga Acquisition Corp.’s Current Report on Form 8-K filed on May 9, 2022).2023 
First Amendment to the Agreement and PlanBylaws of Merger,Grindr Inc., dated as of October 5,November 18, 2022.Form 8-K001-397143.2November 23, 2022 by and among Tiga Acquisition Corp., Tiga Merger Sub LLC and Grindr Group LLC.
Amended and Restated Forward Purchase Agreement, dated as of May 9, 2022, by and among Tiga Acquisition Corp., and Tiga Sponsor LLC (incorporated by reference to Exhibit 10.1 to Tiga Acquisition Corp.’s Current Report on Form 8-K filed on May 9, 2022).
10.2
Form of Joinder and Assignment Agreement to A&R Forward Purchase Agreement.
10.3
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 (incorporated by reference to Exhibit 10.2 to Tiga Acquisition Corp.’s Current Report on Form 8-K filed on May 9, 2022).
10.4
Form of Unitholder Support Agreement (incorporated by reference to Exhibit 10.3 to Tiga Acquisition Corp.’s Current Report on Form 8-K filed on May 9, 2022).
10.5
Form of Amended & Restated Registration Rights Agreement, by and among New Grindr, Tiga Sponsor LLC, the independent directors of Tiga and certain former stockholders of Grindr (incorporated by reference to Exhibit 10.4 to Tiga Acquisition Corp.’s Current Report on Form 8-K filed on May 9, 2022).
31.1*
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a),of 1934, as adoptedAdopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 20022002.
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a),of 1934, as adoptedAdopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 20022002.
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
32.2**
Certification ofand Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adoptedAdopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 20022002.
101.INS*101.INSXBRL Instance Document
101.CAL*101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*101.SCHXBRL Taxonomy Extension Schema Document
101.DEF*101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LAB*101.LABXBRL Taxonomy Extension Labels Linkbase Document
101.PRE*101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*    Filed herewith.
**    Previously filed.
***    Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Annual Report on Form 10-K), irrespective of any general incorporation language contained in such filing.

†Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Tiga Acquisition Corp. agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
*
Filed herewith.
**
Furnished.

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PART III
SIGNATURES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.authorized in the City of West Hollywood, State of California, on this 15th day of May, 2023.

TIGA ACQUISITION CORP.
GRINDR INC.
Date: November 7, 2022/s/ George Raymond Zage III
Name:George Raymond Zage IIIBy:
Title:Chief Executive Office and Chairman
(Principal Executive Officer)/s/ Vandana Mehta-Krantz
Vandana Mehta-Krantz
Date: November 7, 2022/s/ Diana Luo
Name:Diana Luo
Title:
Chief Financial Officer
(Principal Financial Officer and Accounting Officer)Duly Authorized Signatory)


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