Filing Overview
This Form 8-K was filed by Tiga Acquisition Corp., not Grindr Inc., under Item 4.02 on December 23, 2021, with an earliest reported event date of December 22, 2021. The filing addresses the accounting classification of redeemable Class A ordinary shares issued in Tiga’s November 27, 2020 initial public offering.
Financial Reporting and Key Metrics
- Management determined that all public Class A ordinary shares should have been classified as temporary equity under ASC 480-10-S99-3A, rather than partially as permanent equity.
- The affected periods are the November 27, 2020 audited financial information, the year ended December 31, 2020, the three months ended March 31, 2021, and the three and six months ended June 30, 2021.
- The company intends to file amended Form 10-K and Form 10-Q reports containing restated financial statements.
- The restatement is expected to change the initial carrying value of Class A ordinary shares subject to possible redemption, with corresponding effects on additional paid-in capital, to the extent available, and earnings per share.
- Management expects no impact on cash, cash held in the IPO trust account, total assets, total liabilities, cash flows, or reported net income or loss.
- The filing does not provide revenue, profit, margin, debt, liquidity, or other operating metrics.
Material Changes and Control Matters
The previously issued financial statements and other financial data for all affected periods should no longer be relied upon because of the share-classification error. Management, the audit committee, and WithumSmith+Brown, PC reassessed the accounting treatment and concluded that the financial statements require restatement.
Management also concluded that a material weakness existed in internal control over financial reporting and that disclosure controls and procedures were not effective for the affected periods.
Management Actions, Risks, and Unusual Items
- Management plans to enhance the process for evaluating and implementing accounting standards, including additional personnel training and increased communication with external advisers regarding complex financial instruments.
- The principal risk is continued reliance on financial statements that require restatement and the related material weakness in financial reporting controls.
- The filing does not provide a transaction closing date, merger update, financial guidance, or operating outlook.
Investor Verification Points
- Verify the amended Form 10-K and Form 10-Q filings and the final restated share-classification amounts.
- Confirm the effect on additional paid-in capital and earnings per share.
- Confirm that cash, trust-account balances, total assets, total liabilities, cash flows, and net income or loss remain unchanged.
- Review remediation disclosures concerning the material weakness and ineffective disclosure controls.
- Confirm the filing entity: the supplied filing is for Tiga Acquisition Corp., while the request metadata identifies Grindr Inc.