UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarter ended September 30, 2020March 31, 2021
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-39714
TIGA ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands | | N/A |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
250 North Bridge Road #24-00, Raffles City Tower, Singapore | | 179101 |
(Address of principal executive offices) | | (Zip Code) |
+65 6338 2132
(Issuer’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | | TINV.U | | The New York Stock Exchange |
Class A ordinary shares, par value $0.0001 per share | | TINV | | The New York Stock Exchange |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | | TINV WS | | The New York Stock Exchange |
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of January 6,June 22, 2021, there were 27,600,000 Class A ordinary shares, $0.0001 par value and 6,900,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.
TIGA ACQUISITION CORP.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2020MARCH 31, 2021
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PART 1 – FINANCIAL INFORMATION | |
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Item 1. | Financial Statements | |
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Item 2. | | 1416 |
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Item 3. | | 1619 |
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Item 4. | | 1619 |
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PART II – OTHER INFORMATION | |
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Item 1. | | 1720 |
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Item 1A. | | 1720 |
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Item 2. | | 1720 |
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Item 3. | | 1720 |
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Item 4. | | 1820 |
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Item 5. | | 1820 |
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Item 6. | | 1821 |
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| 1922 |
TIGA ACQUISITION CORP.
SEPTEMBER 30, 2020
(Unaudited)SHEETS
ASSETS | | | |
Current asset - cash | | $ | 948,391 | |
Deferred offering costs | | | 436,452 | |
TOTAL ASSETS | | $ | 1,384,843 | |
| | | | |
LIABILITIES AND SHAREHOLDER’S EQUITY | | | | |
Current liabilities | | | | |
Accrued offering costs | | $ | 364,972 | |
Advance from related party | | | 700,000 | |
Promissory note — related party | | | 300,000 | |
Total Liabilities | | | 1,364,972 | |
| | | | |
Commitments & Contingencies | | | | |
| | | | |
Shareholder’s Equity | | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | | | — | |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding | | | — | |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding (1)
| | | 690 | |
Additional paid-in capital | | | 24,310 | |
Accumulated deficit | | | (5,129 | ) |
Total Shareholder’s Equity | | | 19,871 | |
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY | | $ | 1,384,843 | |
(1) | On November 23, 2020, the Sponsor transferred 20,000 Founder Shares to each of the three of the independent directors for approximately the same per-share price initially paid by the Sponsor. On November 23, 2020, the Company effected a 1,150,000 share dividend, resulting in 6,900,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share dividend (see Note 5).
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| | | | | | |
| | (Unaudited) | | | | |
ASSETS | | | | | | |
Current Assets | | | | | | |
Cash | | $ | 1,021,837 | | | $ | 1,144,776 | |
Prepaid expenses | | | 236,401 | | | | 262,499 | |
Total Current Assets | | | 1,258,238 | | | | 1,407,275 | |
Investments held in Trust Account | | | 278,806,367 | | | | 278,774,646 | |
Total Assets | | $ | 280,064,605 | | | $ | 280,181,921 | |
| | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
Current Liabilities: | | | | | | | | |
Accrued expenses | | $ | 99,594 | | | $ | 37,067 | |
Accrued offering costs | | | — | | | | 26,780 | |
Total Current Liabilities | | | 99,594 | | | | 63,847 | |
| | | | | | | | |
FPA liability | | | 8,361,546 | | | | 6,757,777 | |
Warrant liability | | | 31,903,209 | | | | 39,232,167 | |
Deferred underwriting fee payable | | | 9,660,000 | | | | 9,660,000 | |
Total Liabilities | | | 50,024,349 | | | | 55,713,791 | |
| | | | | | | | |
Commitments and Contingencies | | | | | | | | |
| | | | | | | | |
Class A ordinary shares subject to possible redemption, 22,277,508 and 21,728,375 shares at approximately $10.10 per share as of March 31, 2021 and December 31, 2020, respectively | | | 225,040,249 | | | | 219,468,122 | |
| | | | | | | | |
Shareholders’ Equity | | | | | | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | | | — | | | | — | |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 5,322,492 and 5,871,625 shares issued and outstanding (excluding 22,277,508 and 21,728,375 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively | | | 532 | | | | 587 | |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020 | | | 690 | | | | 690 | |
Additional paid-in capital | | | 20,278,082 | | | | 25,850,154 | |
Accumulated deficit | | | (15,279,297 | ) | | | (20,851,423 | ) |
Total Shareholders’ Equity | | | 5,000,007 | | | | 5,000,008 | |
Total Liabilities and Shareholders’ Equity | | $ | 280,064,605 | | | $ | 280,181,921 | |
The accompanying notes are an integral part of these unaudited condensed financial statements.
TIGA ACQUISITION CORP.
CONDENSED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JULY 27, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020THREE MONTHS ENDED MARCH 31, 2021
(Unaudited)
Formation and operating costs | | $ | 5,129 | |
Net Loss | | | (5,129 | ) |
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Weighted average shares outstanding, basic and diluted (1) | | | 6,900,000 | |
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Basic and diluted net loss per ordinary share | | $ | (0.00 | ) |
(1) | On November 23, 2020, the Sponsor transferred 20,000 Founder Shares to each of the three of the independent directors for approximately the same per-share price initially paid by the Sponsor. On November 23, 2020, the Company effected a 1,150,000 share dividend, resulting in 6,900,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share dividend (see Note 5).
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Operating costs | | $ | 184,784 | |
Loss from operations | | | (184,784 | ) |
Other income: | | | | |
Interest earned on marketable securities held in Trust Account | | | 31,721 | |
Change in fair value of warrant liability | | | 7,328,958 | |
Change in fair value of FPA liability | | | (1,603,769 | ) |
Other income, net | | | 5,756,910 | |
Net Income | | $ | 5,572,126 | |
Weighted average shares outstanding of Class A ordinary shares | | | 27,600,000 | |
Basic and diluted net income per share, Class A | | $ | — | |
Weighted average shares outstanding of Class B ordinary shares | | | 6,900,000 | |
Basic and diluted net income per share, Class B | | $ | 0.80 | |
The accompanying notes are an integral part of these unaudited condensed financial statements.
TIGA ACQUISITION CORP.
CONDENSED STATEMENT OF CHANGES IN
SHAREHOLDER’SSHAREHOLDERS’ EQUITY
FOR THE PERIOD FROM JULY 27, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020THREE MONTHS ENDED MARCH 31, 2021
(Unaudited)
| | Class B Ordinary Shares | | | Additional Paid-in | | | Accumulated | | | Total Shareholder’s | |
| | Shares | | | Amount | | | Capital | | | Deficit | | | Equity | |
Balance — July 27, 2020 (inception) | | | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
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Issuance of Class B ordinary shares to Sponsor(1) | | | 6,900,000 | | | | 690 | | | | 24,310 | | | | — | | | | 25,000 | |
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Net loss | | | — | | | | — | | | | — | | | | (5,129 | ) | | | (5,129 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance — September 30, 2020 | | | 6,900,000 | | | $ | 690 | | | $ | 24,310 | | | $ | (5,129 | ) | | $ | 19,871 | |
(1) | On November 23, 2020, the Sponsor transferred 20,000 Founder Shares to each of the three of the independent directors for approximately the same per-share price initially paid by the Sponsor. On November 23, 2020, the Company effected a 1,150,000 share dividend, resulting in 6,900,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share dividend (see Note 5).
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| | Class A Ordinary Shares | | | Class B Ordinary Shares | | | | | | Accumulated | | | | |
| | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | Equity | |
Balance – January 1, 2021 | | | 5,871,625 | | | $ | 587 | | | | 6,900,000 | | | $ | 690 | | | $ | 25,850,154 | | | $ | (20,851,423 | ) | | $ | 5,000,008 | |
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Change in value of Class A Ordinary shares subject to possible redemption | | | (549,133 | ) | | | (55 | ) | | | — | | | | — | | | | (5,572,072 | ) | | | — | | | | (5,572,127 | ) |
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Net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5,572,126 | | | | 5,572,126 | |
Balance – March 31, 2021 | | | 5,322,492 | | | $ | 532 | | | | 6,900,000 | | | $ | 690 | | | $ | 20,278,082 | | | $ | (15,279,297 | ) | | $ | 5,000,007 | |
The accompanying notes are an integral part of these unaudited condensed financial statements.
TIGA ACQUISITION CORP.
CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JULY 27, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020THREE MONTHS ENDED MARCH 31, 2021
(Unaudited)
Cash Flows from Operating Activities: | | | |
Net loss | | $ | (5,129 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | |
Payment of formation costs through issuance of Class B ordinary shares | | | 5,000 | |
Net cash used in operating activities | | | (129 | ) |
| | | | |
Cash Flows from Financing Activities: | | | | |
Advances from related party | | | 700,000 | |
Proceeds from promissory note – related party | | | 300,000 | |
Payment of offering costs | | | (51,480 | ) |
Net cash provided by financing activities | | | 948,520 | |
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Net Change in Cash | | | 948,391 | |
Cash – Beginning | | | — | |
Cash – Ending | | $ | 948,391 | |
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Non-cash investing and financing activities: | | | | |
Deferred offering costs included in accrued offering costs | | $ | 364,972 | |
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares | | $ | 20,000 | |
Cash Flows from Operating Activities: | | | |
Net income | | $ | 5,572,126 | |
Adjustments to reconcile net income to net cash used in operating activities: | | | | |
Change in fair value of warrants liability | | | (7,328,958 | ) |
Change in fair value of FPA liability | | | 1,603,769 | |
Interest earned on marketable securities held in Trust Account | | | (31,721 | ) |
Changes in operating assets and liabilities: | | | | |
Prepaid expenses | | | 26,098 | |
Accrued expenses | | | 62,527 | |
Net cash used in operating activities | | | (96,159 | ) |
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Cash Flows from Financing Activities: | | | | |
Payments of offering costs | | | (26,780 | ) |
Net cash used in financing activities | | | (26,780 | ) |
| | | | |
Net Change in Cash | | | (122,939 | ) |
Cash – Beginning | | | 1,144,776 | |
Cash – Ending | | $ | 1,021,837 | |
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Non-Cash Investing and Financing Activities: | | | | |
Change in value of ordinary shares subject to possible redemption | | $ | 5,572,127 | |
The accompanying notes are an integral part of these unaudited condensed financial statements.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020MARCH 31, 2021
(Unaudited)
NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Tiga Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 27, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”).
The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of September 30, 2020,March 31, 2021, the Company had not commenced any operations. All activity for the period from July 27, 2020 (inception) and since the Initial Public Offering through September 30, 2020March 31, 2021 relates to the Company’s formation and the preparation for the initial public offering (“Initial(the “Initial Public Offering”), which is described below. Since the Initial Public Offering, the Company’s activity has been limited to the search for a business combination target. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement for the Company’s Initial Public Offering was declared effective on November 23, 2020. On November 27, 2020, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000 which is described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,280,000 warrants (the “Private“Initial Private Placement Warrants”) at a price of $1.00 per Initial Private Placement Warrant in a private placement to Tiga Sponsor LLC (the “Sponsor”), generating gross proceeds of $10,280,000, which is described in Note 4.
Transaction costs amounted to $15,736,649, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $556,649 of other offering costs. In addition, at November 27, 2020, cash of $1,843,237, net of the repayment of the $1,000,000 advance from related party and promissory note, was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes.
Following the closing of the Initial Public Offering on November 27, 2020, an amount of $278,760,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Initial Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Initial Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.10 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
TIGA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.
Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.
The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.
The Company will have up until MayNovember 27, 2021 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by MayNovember 27, 2021, it may, by resolution of the board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to threetwo times, each by an additional 6 months (until November 27, 2022 to complete a Business Combination), subject to the Sponsor purchasing additional Private Placement Warrants,private placement warrants, such extended deadline, the “Contractual Redemption Date.” The shareholders will not be entitled to vote or redeem their shares in connection with any such extension. In order for the time available for the Company to consummate a Business Combination to be extended, the Sponsor or its affiliates or permitted designees, upon five days advance notice prior to the applicable deadline, must purchase an additional 2,760,000 Private Placement Warrantsprivate placement warrants at $1.00 per warrant and deposit the $2,760,000 in proceeds into the Trust Account on or prior to the date of the applicable deadline, for each 6 month extension.
The Company will have until May 27, 2021 to consummate a Business Combination (the “Combination Period”) which is extendable at the Sponsor’s option (prior to the Contractual Redemption Date) until November 27, 2022. However, ifIf the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.10).Unit.
TIGA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020
(Unaudited)
In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10$10.20 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10$10.20 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Going Concern
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until MayNovember 27, 2021 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. However, if the Company anticipates that it may not be able to consummate a Business Combination by MayNovember 27, 2021, it may, by resolution of the board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to threetwo times, each by an additional 6 months (until November 27, 2022 to complete a Business Combination), subject to the Sponsor purchasing additional Private Placement Warrants,private placement warrants, such extended deadline, the “Contractual Redemption Date.” If a Business Combination is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur and an extension is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after MayNovember 27, 2021.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectusAnnual Report on Form 10-K/A for its Initial Public Offeringthe period ended December 31, 2020 as filed with the SEC on November 25, 2020, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on November 30, 2020 and December 3, 2020.June 22, 2021. The interim results for the period from July 27, 2020 (inception) through September 30, 2020three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 20202021 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
TIGA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30,March 31, 2021 and December 31, 2020.
Deferred Offering CostsWarrant and Forward Purchase Agreement Liability
Offering costs consist of legal, accountingThe Company accounts for the Warrants and other expenses incurred throughForward Purchase Agreement (the “FPA”) (each as defined below) in accordance with the guidance contained in ASC 815-40, under which the Warrants and FPA do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants and FPA as liabilities at their fair value and adjust the Warrants and FPA to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
The Public Warrants (as defined below) for periods where no observable trade price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The fair value of the Private Placement Warrants (as defined below) was determined using a Black-Scholes-Merton model. The committed units of the FPA are valued using a discounted valuation of a reconstructed unit price and the optional units of the FPA are valued using the same reconstructed unit price within a Black-Scholes-Merton model framework.
Marketable Securities Held in Trust Account
At March 31, 2021 and December 31, 2020, substantially all of the assets in the Trust Account were held in U.S. Treasury securities.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are directly relatedeither within the control of the holder or subject to the Initial Public Offering. Offering costs amounting to $15,736,649 were charged to shareholder’s equityredemption upon the completionoccurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Initial Public Offering (see Note 1). AsCompany’s control and subject to occurrence of September 30,uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, there were $436,452Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of deferred offering costs recorded in the accompanying condensedshareholders’ equity section of the Company’s balance sheet.sheets.
Income Taxes
The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30,March 31, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Net LossIncome Per Ordinary Share
Net lossincome per ordinary share is computed by dividing net lossincome by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to forfeiture. At September 30, 2020,period. The Company has not considered the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then shareeffect of warrants sold in the earningsInitial Public Offering and private placement to purchase 24,080,000 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the Company. As a result, diluted loss per ordinary share iswarrants are contingent upon the same as basic loss per ordinary share foroccurrence of future events and the period presented.inclusion of such warrants would be anti-dilutive under the treasury stock method.