Business Context and Reporting Period
Tiga Acquisition Corp. filed this Form 8-K on November 15, 2022, reporting the results of its extraordinary general meeting concerning its proposed business combination with Grindr Group LLC. Upon completion, Tiga was expected to domesticate as a Delaware corporation, change its name to Grindr Inc., and complete the merger transaction.
Key Transaction and Voting Metrics
| Item | Result |
|---|---|
| Shares voted at the meeting | 27,280,518 |
| Business combination proposal | Approved: 26,682,997 for, 551,489 against, and 46,032 abstentions |
| Domestication proposal | Approved: 26,682,997 for, 551,489 against, and 46,032 abstentions |
| Organizational documents proposal | Approved: 26,682,997 for, 551,389 against, and 46,132 abstentions |
| Stock issuance proposal | Approved: 26,832,992 for, 401,494 against, and 46,032 abstentions |
| 2022 equity incentive plan | Approved: 26,091,312 for, 1,143,171 against, and 46,035 abstentions |
| Director elections | All nine nominees approved with 6,900,000 votes for and no votes against or abstentions for each nominee |
| Shares presented for redemption | 27,114,767 |
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating-financial metrics for Grindr or Tiga.
Material Changes Versus the Prior Comparable Period
This filing is a corporate-action report rather than a periodic financial report. It provides no comparable-period financial results. The principal change is shareholder approval of the proposed business combination, domestication, organizational documents, stock issuance, equity incentive plan, and post-closing board composition.
Guidance, Outlook, Risks, and Unusual Items
Subject to remaining closing conditions, the parties expected to complete the business combination on November 18, 2022. The filing does not provide operating or financial guidance.
Material risks include failure to close the transaction on time or at all; failure to satisfy closing conditions, including minimum cash requirements after redemptions and regulatory approvals; inability to complete forward-purchase, backstop, or PIPE financing commitments; termination of the merger agreement; legal proceedings; loss of exchange listing; competition; political and macroeconomic uncertainty; substantial shareholder redemptions; difficulty raising additional equity or equity-linked capital; and effects from COVID-19 and the 2022 monkeypox outbreak.
The unusually high number of shares presented for redemption—27,114,767—could materially affect the combined company’s available cash and capitalization. The filing also states that forward-looking statements are subject to significant uncertainty and that neither Tiga nor Grindr undertakes to update them.
Important Facts for Investors to Verify
- Confirm whether the merger actually closed on or around November 18, 2022 and whether Tiga completed its Delaware domestication and name change to Grindr Inc.
- Verify the final number of shares redeemed, remaining trust-account proceeds, and the combined company’s post-closing capitalization and liquidity.
- Confirm whether the forward-purchase, backstop, and PIPE commitments were completed and funded.
- Review the final merger consideration, share issuance, ownership allocation, and dilution from the equity incentive plan.
- Review subsequent filings for Grindr’s operating results, cash flows, debt, liquidity, risks, and NYSE listing status.