Grindr Inc. annual report, FY2020

Business context and reporting period

Important entity mismatch: The supplied filing is Tiga Acquisition Corp.’s Form 10-K, not a Grindr Inc. filing. Tiga was a Cayman Islands blank-check company (SPAC), incorporated July 27, 2020, with no operating business or revenue. This is its fiscal-year report for the period ended December 31, 2020—not a Grindr 2020 fourth-quarter report.

Tiga completed its IPO on November 27, 2020, raising $276.0 million from 27.6 million units, and sold $10.28 million of private-placement warrants. It had not selected a business-combination target by year-end.

Financial results and position

MetricPeriod or dateReported amount
Operating revenueInception to December 31, 2020None
Formation and operating costsInception to December 31, 2020$124,923
Trust-account interest incomeInception to December 31, 2020$14,646
Net lossInception to December 31, 2020$110,277
Cash outside trustDecember 31, 2020$1,144,776
Cash and investments in trustDecember 31, 2020$278,774,646
Total assetsDecember 31, 2020$280,181,921
Total liabilitiesDecember 31, 2020$9,723,847, including $9,660,000 deferred underwriting fees
Long-term debtDecember 31, 2020None reported

Cash used in operating activities was $345,355; cash used in investing activities was $278.76 million, primarily the trust deposit. Net cash provided by financing activities was $280.25 million. No operating margin comparison is meaningful because Tiga had no operations or revenue. The filing provides no comparable prior-year results because the company was formed in July 2020.

Material changes, outlook, risks and unusual items

  • The IPO and private placement funded the trust account; substantially all trust funds were intended for a future business combination. Tiga retained about $1.14 million outside the trust for working capital.
  • Management expected continuing costs for public-company compliance, target search, due diligence and transaction work. A $10,000 monthly affiliate fee covered office and administrative services.
  • The company had until May 27, 2021 to complete a business combination. The filing describes sponsor-funded six-month extensions, up to three, but contains inconsistent extension end dates: November 27, 2022 in the MD&A and financial-statement notes, and November 27, 2023 in parts of the business and risk-factor discussion.
  • The auditor’s report and management disclosed substantial doubt about Tiga’s ability to continue as a going concern if it failed to complete a business combination and the sponsor did not extend the deadline. The financial statements include no liquidation adjustments.
  • A forward-purchase agreement provided for a committed $50 million purchase of shares and warrants at the business combination, plus an option for an additional $50 million. The filing warns that failure to fund could leave Tiga short of transaction capital.
  • Key risks include failure to find or close a target before the deadline; shareholder redemptions reducing available cash; potential third-party claims against trust funds; COVID-19-related disruption; sponsor and management conflicts; dilution from founder shares, warrants and future issuances; and possible loss of NYSE listing. Warrants could expire worthless if no business combination is completed.
  • The filing reports no material litigation at year-end and no off-balance-sheet arrangements. Management judged disclosure controls effective as of December 31, 2020; the filing did not include an internal-control audit opinion.

Important facts for investors to verify

  1. Confirm the intended issuer: this filing covers Tiga Acquisition Corp., not Grindr Inc.
  2. Check the applicable business-combination deadline and resolve the filing’s conflicting extension dates.
  3. Review the trust balance, redemption terms, deferred underwriting fee and status/conditions of the forward-purchase funding.
  4. Assess the going-concern warning, sponsor’s ability to fund extensions or indemnities, and the risk that creditor claims could reduce redemption proceeds.
  5. Verify any later target announcement, transaction, extension, redemption outcome or subsequent filing; none is established by this 2020 reporting-period information.