Filing Overview
This Form 8-K was filed by Tiga Acquisition Corp., not Grindr Inc., with an event date of May 31, 2021. The filing addresses accounting restatement matters related to the company’s warrants and forward purchase agreement. It does not provide operating results for Grindr Inc. or a reporting period for Grindr.
Material Accounting Matters
- Management and the Audit Committee concluded that the company’s public and private placement warrants, and warrants expected under its forward purchase agreement, should have been classified as liabilities rather than equity under ASC 815-40.
- The previously issued financial statements as of December 31, 2020, for the period from inception on July 27, 2020 through December 31, 2020, and related financial data as of November 27, 2020, should no longer be relied upon.
- The company intended to file an amended Form 10-K containing restated financial statements.
- The accounting error did not affect previously reported operating expenses, cash flows, or cash.
- The restatement would affect the reported fair value of warrant liabilities, additional paid-in capital, accumulated deficit, earnings, and related disclosures. The filing does not provide clear dollar amounts for these adjustments.
- Management determined that disclosure controls and procedures were ineffective for the affected periods with respect to warrant and forward purchase agreement classification, valuation, and related disclosures.
Liquidity, Debt, and Outlook
The filing does not provide revenue, profit, margin, operating cash flow, debt, liquidity balances, financial guidance, or business outlook information. It also does not identify material contingencies beyond the accounting restatement and related filing delay.
NYSE Listing and Filing Delay
On June 1, 2021, the company issued a press release stating that it had received a notice from the NYSE regarding its late Form 10-Q filing. The press release was filed as Exhibit 99.1, but its substantive details are not included in the provided filing text.
Key Facts to Verify
- Confirm the registrant identity: the provided filing is for Tiga Acquisition Corp. and does not identify Grindr Inc. as the filing registrant.
- Review the amended Form 10-K for the restated warrant liability amounts, fair-value changes, accumulated deficit, and earnings impact.
- Determine whether the restatement affected share counts, balance-sheet presentation, or other equity-related disclosures.
- Review the NYSE notice and subsequent filings for the status and timing of the late Form 10-Q.
- Assess remediation of the ineffective disclosure controls and any auditor commentary in subsequent filings.