Business context and reporting period
Important filing-identity discrepancy: The request identifies Grindr Inc., but the supplied Form 10-Q is for Tiga Acquisition Corp., a Cayman Islands blank-check company. The filing contains no Grindr operating or financial results. This summary reflects the supplied filing, not Grindr.
The report covers the quarter ended September 30, 2020; the financial statements present activity from Tiga’s July 27, 2020 inception through September 30, 2020. Tiga had not begun operations and was preparing for an initial public offering (IPO) and a future business combination. No comparable prior-period results are provided.
Financial results, liquidity and capital
- Revenue and margins: No operating revenue. Tiga reported no operating activity; margin measures are not meaningful.
- Profit/loss: Formation and operating costs and net loss were $5,129. Basic and diluted loss per share was reported as $(0.00).
- Cash flow: Operating cash use was $129; financing provided $948,520; ending cash was $948,391.
- Balance sheet at September 30: Cash of $948,391 and deferred offering costs of $436,452; total assets of $1,384,843. Total liabilities were $1,364,972, comprising $700,000 due to a related party, a $300,000 related-party promissory note, and $364,972 of accrued offering costs. Shareholders’ equity was $19,871.
- Debt and liquidity: The $700,000 advance and $300,000 note were non-interest-bearing and due on demand or subject to the stated repayment terms; both were repaid at the November 27, 2020 IPO closing. No long-term debt was reported at September 30.
Material developments and outlook
- After quarter-end, on November 27, 2020, Tiga completed an IPO of 27.6 million units at $10 each, raising $276 million gross, and a private placement of warrants raising $10.28 million gross. It placed $278.76 million in a trust account and reported $1,843,237 outside the trust after offering costs and repayment of related-party amounts.
- IPO transaction costs totaled $15,736,649, including $9,660,000 of deferred underwriting fees payable only if Tiga completes a business combination. The Sponsor also agreed to a forward purchase of $50 million of shares and warrants, with an option for an additional $50 million, in connection with a business combination.
- Tiga reported no operating revenue and expected to incur public-company and acquisition-search expenses. Management said it did not expect to need additional funds for ordinary expenditures, but warned that underestimated search or transaction costs, or substantial shareholder redemptions, could require additional financing.
- Tiga had until May 27, 2021 to complete a business combination, with up to three Sponsor-requested six-month extensions through November 27, 2022, subject to specified warrant purchases. Failure to complete a combination by the applicable deadline would require liquidation. Management stated that this possibility raised substantial doubt about Tiga’s ability to continue as a going concern.
Risks, contingencies and other notable items
- Tiga cautioned that COVID-19 could adversely affect its financial position, results or search for a target, but the impact was not readily determinable.
- Trust assets were to be invested in short-term U.S. government securities or qualifying money market funds. The filing identified negative interest rates as a risk that could reduce public shareholders’ redemption proceeds.
- Public shareholders generally could redeem shares in connection with a business combination. Warrants would receive no trust-account distribution upon liquidation and could expire worthless.
- The Sponsor’s trust-account indemnity for certain third-party claims has exceptions, including claims where a waiver is unenforceable. Tiga also disclosed a $10,000 monthly administrative-services fee to a Sponsor affiliate beginning November 23, 2020, until a business combination or liquidation.
- Management concluded disclosure controls and procedures were effective as of September 30, 2020. No legal proceedings were reported.
Important facts for investors to verify
- Confirm the issuer and filing: the supplied report is Tiga Acquisition Corp.’s, not Grindr Inc.’s.
- Verify the subsequent IPO, trust-account funding, outside-trust cash and repayment of related-party obligations in the relevant post-quarter filings.
- Review the business-combination deadline, extension conditions, redemption terms, forward-purchase commitments and potential dilution from founder shares and warrants.
- Assess the going-concern disclosure, Sponsor-related obligations and the possibility that transaction expenses or redemptions require additional financing.