Grindr Inc. current report, 09 May 2022

Vollständiges Dokument

Business Context and Reporting Period

Tiga Acquisition Corp., a Cayman Islands special purpose acquisition company, filed this Form 8-K on May 9, 2022, announcing a proposed business combination with Grindr Group LLC. The filing is transaction-focused and does not report a quarterly or annual operating period for Grindr.

Transaction Overview

  • Tiga entered into an Agreement and Plan of Merger with Tiga Merger Sub LLC and Grindr Group LLC.
  • Merger Sub is expected to merge with Grindr, with Grindr surviving as a wholly owned subsidiary of Tiga.
  • Before closing, Tiga is expected to domesticate from the Cayman Islands to Delaware and change its name to Grindr Inc.
  • Existing Tiga Class A and Class B ordinary shares are expected to convert one-for-one into New Grindr common stock. Tiga warrants and units will also convert into corresponding New Grindr securities.
  • The stated Grindr valuation is $1.584 billion, subject to adjustment for permitted distributions. The permitted distribution amount is $370 million.
  • Grindr equity awards and warrants are expected to be converted into substantially equivalent awards and warrants relating to New Grindr common stock.

Financial Metrics, Liquidity, and Capitalization

  • The filing does not provide clear values for revenue, profit, cash flow, operating margins, debt, or historical liquidity.
  • The transaction requires Tiga to have at least $5.0 million of net tangible assets at closing.
  • Closing also requires at least $100 million in aggregate funding from Tiga’s trust account after redemptions, specified forward purchase or backstop commitments, and any PIPE investment.
  • Under the amended forward purchase agreement, investors agreed to purchase 5.0 million shares and 2.5 million warrants for $50 million, or $10 per share, subject to the agreement’s terms.
  • Additional backstop purchases may be required if the trust account and PIPE proceeds are below $50 million. Investors may also elect to purchase up to an additional $50 million of shares and warrants.

Material Changes Versus the Prior Comparable Period

The filing does not present comparative financial statements or period-over-period operating results. The material change disclosed is the execution of the proposed business combination and related financing, support, and registration-rights arrangements.

Guidance, Outlook, Risks, and Contingencies

  • Closing is subject to shareholder approvals, Grindr unitholder approval, effectiveness of a Form S-4 registration statement, applicable antitrust and national-security approvals, the minimum net tangible asset requirement, and other customary conditions.
  • The transaction may be terminated in specified circumstances, including failure to obtain approvals, uncured breaches, certain adverse governmental orders, or failure to close by December 31, 2022.
  • Tiga’s sponsor and directors agreed to support the transaction, vote in favor of it, limit transfers of their securities, refrain from pursuing alternative transactions, and waive specified anti-dilution protections.
  • Certain Grindr unitholders agreed to approve the transaction and restrict transfers of their covered units before termination of the support agreement.
  • The filing highlights risks relating to shareholder redemptions, failure to obtain required funding, inability to complete the transaction, regulatory approvals, litigation, disruption to Grindr’s operations, competition, changing laws, macroeconomic uncertainty, COVID-19, and the future capital structure.
  • The filing contains forward-looking statements and states that no assurance is given that the transaction or expected benefits will be realized.

Important Facts for Investors to Verify

  • Whether Tiga and Grindr shareholders and unitholders approve the proposed combination.
  • The final amount of shareholder redemptions and cash remaining in Tiga’s trust account.
  • Whether the $100 million minimum funding condition and the $5.0 million net tangible asset condition are satisfied.
  • Completion of the forward purchase, backstop, and any PIPE financing commitments.
  • Effectiveness of the Form S-4 registration statement and receipt of required regulatory approvals.
  • The final exchange ratio, share count, dilution from warrants and equity awards, and post-closing ownership structure.
  • Grindr’s audited and unaudited financial statements, revenue growth, profitability, cash flow, debt, liquidity, and detailed risk factors in subsequent SEC filings.