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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tiga Acquisition Corp | NYSE:TINV | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.63 | 0 | 01:00:00 |
Delaware
|
001-39714 |
92-1079067 |
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
750 N. San Vicente Blvd., Suite RE 1400,
West Hollywood, California
|
90069
|
(Address of principal executive offices)
|
(Zip Code)
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
Common stock, par value $0.0001 per share
|
GRND
|
The New York Stock Exchange
|
||
Warrants, each whole warrant exercisable for one share of common stock
|
GRND WS
|
The New York Stock Exchange
|
Item 1.01 |
Entry into a Material Definitive Agreement
|
Item 2.01 |
Completion of Acquisition or Disposition of Assets
|
•
|
each person who is the beneficial owner of more than 5% of Grindr Common Stock;
|
•
|
each person who is an executive officer or director of the Company; and
|
•
|
all executive officers and directors of the Company, as a group.
|
Name and Address of Beneficial Owner(1)
|
Number of Shares of Common Stock |
Percentage of Shares of Common Stock(2) |
|||||
5% Holders
|
|||||||
The 1997 Gearon Family Trust(3) |
15,468,109
|
8.9%
|
|||||
Ashish Gupta(4) |
14,084,055
|
7.9%
|
|||||
Jeremy Leonard Brest(5)
|
10,548,557
|
6.1%
|
|||||
Directors and Executive Officers
|
|||||||
George Arison
|
—
|
—
|
|||||
Vandana Mehta-Krantz
|
—
|
—
|
|||||
Austin Balance
|
—
|
—
|
|||||
Raymond Zage, III(6)
|
93,941,409
|
49.5%
|
|||||
James Fu Bin Lu(7)
|
40,316,686
|
23.1%
|
|||||
J. Michael Gearon, Jr.(3)
|
15,468,109
|
8.9%
|
|||||
Daniel Brooks Baer
|
—
|
—
|
|||||
Meghan Stabler
|
—
|
—
|
|||||
Gary I. Horowitz
|
—
|
—
|
|||||
Maggie Lower
|
—
|
—
|
|||||
Nathan Richardson
|
—
|
—
|
|||||
All Company directors and executive officers as a group (eleven individuals)
|
130,510,590
|
81.4%
|
(1) |
Unless otherwise noted, the business address of each of those listed in the table above is c/o Grindr Inc., 750 N San Vicente Blvd Ste RE1400, West Hollywood, CA 90069.
|
(2) |
In calculating the percentages, (a) the numerator is calculated by adding the number of shares of Grindr Common Stock held by such beneficial owners and the number of shares of Grindr Common Stock issuable upon
the exercise of a warrant to purchase Grindr Common Shares at an exercise price of $11.50 (each a “Grindr Warrant”) or options and (b) the denominator is calculated by adding the aggregate number of shares of Grindr Common Stock outstanding
and the number of shares Grindr Common Stock issuable upon the exercise of Grindr Warrants or options held by such beneficial owner, if any (but not the number of shares of Grindr Common Stock issuable upon the exercise of Grindr Warrants
or options held by any other beneficial owner).
|
(3) |
Consists of (i) 14,948,334 shares of Grindr Common Stock and (ii) 519,775 Grindr Warrants, the record holder of all of which is 28th Street Ventures, LLC, a Georgia limited liability company (“28th Street”). Mr. Gearon and The 1997 Gearon
Family Trust, by virtue of each of their 50% beneficial ownership of 28th Street, may be deemed to beneficially own the securities owned by 28th Street. Mr. Gearon and The 1997 Gearon Family Trust disclaim any beneficial ownership of the
securities held by 28th Street, respectively, other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The business address for 28th Street, Mr. Gearon and The 1997 Gearon Family Trust is 3350 Riverwood
Parkway, Suite 425, Atlanta, GA 30339.
|
(4) |
Consists of (i) 9,184,168 shares of Grindr Common Stock and (ii) 4,899,887 Grindr Warrants. Mr. Gupta has pledged 7,474,168 shares of Grindr Common Stock and 259,887 Grindr Warrants to certain lenders in connection with a financing
arrangement. The business address for Mr. Gupta is Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315.
|
(5) |
Consists of (i) 10,194,093 shares of Grindr Common Stock and (ii) 354,464 Grindr Warrants, all of which have been pledged to certain lenders in connection with a financing arrangement. The business address for Mr. Brest is 20A Cluny Park
Singapore 259634.
|
(6) |
Consists of (i) 77,136,333 shares of Grindr Common Stock, (ii) 16,423,762 Grindr Warrants, and (iii) an option to acquire 381,314 shares of Grindr Common Stock within 60 days of Closing. Mr. Zage is the record holder of 5,130,000 of the
shares of Grindr Common Stock and 13,920,000 of the Grindr Warrants reported herein and Tiga SVH Investments Limited, a Cayman Islands company (“Tiga SVH”), is the record holder of the remainder. Tiga SVH is 100% owned by Tiga Investments Pte.
Ltd, a Singapore company (“Tiga Investments”), which is in turn 100% owned by Mr. Zage. Tiga SVH has pledged 72,006,333 shares of Grindr Common Stock and 2,503,762 Grindr Warrants to certain lenders in connection with a financing arrangement.
The business address for Mr. Zage, Tiga SVH, and Tiga Investments is Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315.
|
(7) |
Consists of (i) 38,425,923 shares of Grindr Common Stock, (ii) 1,336,124 Grindr Warrants, and (iii) an the option to acquire 554,639 shares of Grindr Common Stock within 60 days of Closing, the record holder of all of which is Longview
Capital SVH LLC, a Washington limited liability company (“Longview SVH”). Longview SVH is 100% owned by Longview Grindr Holdings Limited, a British Virgin Islands company (“Longview Grindr”), which in turn is 100% owned by Longview Capital
Holdings LLC, a Washington limited liability company (“Longview”), which is 100% owned by Mr. Lu. Longview SVH has pledged 38,425,923 shares of Grindr Common Stock and 1,336,124 Grindr Warrants to certain lenders in connection with a financing
arrangement. The business address for Mr. Lu, Longview SVH, Longview Grindr, and Longview is 428 East Street Ste E, Grinnell, IA 50112.
|
Item 3.02 |
Unregistered Sales of Equity Securities.
|
Item 3.03 |
Material Modification to Rights of Security Holders.
|
Item 4.01 |
Changes in Registrant’s Certifying Accountant.
|
Item 5.01 |
Changes in Control of Registrant.
|
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
|
Item 5.06 |
Change in Shell Company Status.
|
Item 7.01 |
Regulation FD Disclosure.
|
Item 9.01 |
Financial Statements and Exhibits.
|
(a) |
Financial statements of businesses acquired.
|
(b) |
Pro forma financial information.
|
(c) |
Exhibits.
|
Exhibit
Number
|
Description
|
|
Agreement and Plan of Merger by and among Tiga Acquisition Corp., Tiga Merger Sub LLC and Grindr Group LLC, dated May 9, 2022.
|
||
First Amendment to the Agreement and Plan of Merger by and among Tiga Acquisition Corp., Tiga Merger Sub LLC and Grindr Group LLC, dated October 5, 2022.
|
||
Amended and Restated Certificate of Incorporation of Grindr Inc., dated November 18, 2022.
|
||
Amended and Restated Bylaws of Grindr Inc., dated November 18, 2022.
|
||
Specimen Common Stock Certificate of Grindr Inc.
|
||
Specimen Warrant Certificate of Grindr Inc.
|
||
Warrant Agreement between Grindr Inc. and Continental Stock Transfer & Trust Company, as warrant agent, dated November 23, 2020.
|
||
Certificate of Corporate Domestication of Tiga, dated November 17, 2022.
|
||
Amended and Restated Registration Rights Agreement by and among Grindr Inc., Tiga Sponsor LLC, the independent directors of Tiga, and certain former stockholders of Grindr Group LLC, dated November 18, 2022.
|
||
Form of Indemnification Agreement of Grindr Inc.
|
||
Grindr Inc.’s 2022 Equity Incentive Plan and forms of award agreement thereunder.
|
||
10.4* |
Convertible Promissory Note, between Tiga Acquisition Corp. and Tiga Sponsor LLC, dated as of March 16, 2022. |
|
Payoff Letter between Tiga Acquisition Corp. and Tiga Sponsor LLC, dated November 17, 2022.
|
||
10.6* |
Amended and Restated Forward Purchase Agreement, between Tiga Acquisition Corp. and Tiga Sponsor LLC, dated May 9, 2022.
|
|
10.7* |
Joinder and Assignment Agreement to Amended and Restated Forward Purchase Agreement by and among San Vicente Parent LLC, Tiga Acquisition Corp., and Tiga Sponsor LLC, dated November 10, 2022.
|
|
10.8* |
First Amendment to the Warrant Agreement between Grindr Inc. and Continental Stock Transfer & Trust Company, as warrant agent, dated November 17, 2022.
|
|
Letter from Withum to the Securities and Exchange Commission.
|
||
List of Subsidiaries.
|
||
Press Release, dated November 18, 2022.
|
||
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Grindr for the three and nine months ended September 30, 2022.
|
||
Unaudited Pro Forma Condensed Combined Financial Information.
|
||
99.4* |
Legacy Grindr and San Vicente Offshore Holdings (Cayman) Limited financial statements (unaudited) as of September 30, 2022 and for the three and nine
months ended September 30, 2022 and 2021.
|
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
# |
Certain schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K of the Exchange Act. The Company hereby agrees to hereby furnish supplementally a copy of all omitted schedules to the SEC upon request.
|
+ |
Indicates a management or compensatory plan.
|
^ |
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company hereby agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.
|
* |
Filed herewith.
|
**
|
Previously filed.
|
GRINDR INC.
|
|||
By:
|
/s/ Vandana Mehta-Krantz
|
||
Date: November 23, 2022
|
Name:
|
Vandana Mehta-Krantz | |
Title:
|
Chief Financial Officer |
1 Year Tiga Acquisition Chart |
1 Month Tiga Acquisition Chart |
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