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Item 1.01
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Entry into a Material Definitive Agreement.
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Merger Agreement
Tiga Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting
a merger, share exchange, asset acquisition, reorganization or similar business combination with one or more businesses or entities (“Tiga”). On May 9, 2022,
Tiga entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tiga Merger Sub LLC, a Delaware limited liability company and wholly owned
subsidiary of Tiga (“Merger Sub”), and Grindr Group LLC, a Delaware limited liability company (“Grindr”).
The Merger
The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following
transactions will occur (together with the other transactions contemplated by the Merger Agreement, including the Domestication (as defined below), the “Business
Combination”):
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(i) |
at the closing of the Business Combination (the “Closing”), in accordance
with the Delaware Limited Liability Company Act, Merger Sub will merge with and into Grindr, the separate corporate existence of Merger Sub will cease and Grindr will be the surviving corporation and a wholly owned subsidiary of Tiga (the “Merger”); and
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(ii) |
as a result of the Merger, among other things, (x) each Grindr Unit (as defined below) that is issued and outstanding immediately prior to the Effective Time (as
defined in the Merger Agreement) (other than any Company Units subject to options) shall be cancelled and converted into the right to receive a number of shares of New Grindr Common Stock (as defined below) equal to the Exchange Ratio (as
defined below); (y) each Grindr Option (as defined below) that is then outstanding and unexercised shall be converted into the right to receive an option relating to shares of New Grindr Common Stock upon substantially the same terms and
conditions as are in effect with respect to such Grindr Option immediately prior to the Effective Time, including with respect to vesting and termination-related provisions; and (z) each Grindr Warrant (as defined below) that is outstanding
immediately prior to the Effective Time shall be converted into the right to receive a warrant relating to shares of New Grindr Common Stock with substantially the same terms and conditions as were applicable to such Grindr Warrant.
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“Aggregate Fully Diluted Grindr Units”
means, without duplication, the aggregate number of Grindr Units that are (i) issued and outstanding immediately prior to the
Effective Time and (ii) issuable upon, or subject to, the
settlement of all in-the-money Grindr Options and
all-in-the-money Grindr Warrants (whether or not then vested
or exercisable) that are issued and outstanding immediately prior to the Effective Time.
“Aggregate Merger Consideration” means a
number of shares of New Grindr Common Stock equal to the quotient obtained by dividing (i) the sum of (a) the Grindr Valuation plus (b) the aggregate exercise price of all in-the-money Grindr Options and all in-the-money Grindr Warrants that are issued and outstanding immediately prior to the Effective Time by (ii) $10.00.
“DGCL” means the Delaware General Corporation Law.
“Exchange Ratio” means the quotient obtained
by dividing (i) the number of shares constituting the Aggregate Merger Consideration, by (ii) the number of Aggregate Fully Diluted Grindr Units.
“Grindr Distribution Amount” means the actual amount of any cash
dividend or other dividend or distribution in respect of Grindr Units or equity interests Grindr makes, declares, sets aside, establishes a record date for or makes a payment date for between the date hereof and the Effective Time, provided that
the amount of any such dividend or distribution may not exceed the Permitted Distribution Amount.
“Grindr Option” means an option to purchase series
X ordinary units granted under the Incentive Plan.
“Grindr Units” means the series X ordinary units
and the series Y preferred units.
“Grindr Valuation” means $1,584,000,000 plus
the amount, if any, by which the Permitted Distribution Amount exceeds the Grindr Distribution Amount.
“Grindr Warrant” means each warrant (excluding
Grindr Options) to purchase Grindr Units.
“Permitted Distribution Amount” means $370,000,000.
The Special Committee of Tiga has unanimously approved and declared advisable the Merger Agreement and the Business Combination. In
addition, the Board of Directors of Tiga (the “Board”) has unanimously (i) approved and declared advisable the Merger Agreement and the Business Combination
and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of Tiga.
The Domestication
Prior to the Closing, subject to the approval of Tiga’s shareholders, and in accordance with the DGCL, Cayman Islands Companies Law (2020
Revision) (the “CICL”) and Tiga’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”), Tiga will effect a deregistration under the CICL and a domestication under Section 388 of the DGCL (by means of filing a
certificate of domestication (the “Certificate of Domestication”) with the Secretary of State of Delaware), pursuant to which Tiga’s jurisdiction of
incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). In connection with the Domestication, Tiga, as the
continuing entity in the Domestication, will be renamed “Grindr Inc.” As used herein, “New Grindr” refers to Tiga after the Domestication, including after such change of name.
In connection with the Domestication, (i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share,
of Tiga (the “Tiga Class A Ordinary Shares”), will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per
share of New Grindr (after its Domestication) (the “New Grindr Common Stock”), (ii) each of the then issued and outstanding Class B ordinary shares, par
value $0.0001 per share, of Tiga (the “Tiga Class B Ordinary Shares”), will convert automatically, on a one-for-one basis, into a share of New Grindr
Common Stock, (iii) each then issued and outstanding warrant of Tiga will convert automatically into a warrant to acquire one share of New Grindr Common Stock (“New
Grindr Warrant”), pursuant to the Warrant Agreement, dated November 23, 2020, between Tiga and Continental Stock Transfer & Trust Company, as warrant agent, and (iv) each then issued and outstanding unit of Tiga will separate and
convert automatically into one share of New Grindr Common Stock and one-fourth of one New Grindr Warrant.
Conditions to Closing
The consummation of the Merger is subject to customary closing conditions for special purpose acquisition companies such as Tiga,
including, among others, (i) the following conditions in favor of Grindr and Tiga: (a) approval of the Business Combination and related agreements and transactions by Tiga’s shareholders, (b) approval of the Business Combination and related
agreements and transactions by Grindr’s unitholders, (c) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approval of the Business Combination from the Committee on
Foreign Investment in the United States, if required, (d) no government order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger being in force, (e) Tiga having at least $5,000,001 of net tangible assets as of the
Closing, and (f) effectiveness of the registration statement on Form S-4 to be filed by Tiga in connection with the Business Combination; (ii) customary bringdown conditions in favor of Tiga; and (iii) customary bringdown conditions in favor of
Grindr, including the aggregate amount of (A) cash held by Tiga in its trust account (after reduction for the aggregate amount of cash payable in respect of Tiga stockholder redemptions), plus (B) the Backstop Subscription Amount and the Forward
Purchase Commitment Amount (each as defined in the Merger Agreement), where required, actually received by Tiga prior to or substantially concurrently with the Closing plus (C) the amounts received by Tiga upon consummation of a PIPE Investment (as
defined in the Merger Agreement) (if any), being an aggregate amount of no less than $100,000,000.
Covenants
The Merger Agreement contains additional covenants, including, among others, providing for (i) the parties to conduct their respective
businesses in the ordinary course through the Closing, (ii) the parties to not solicit, initiate any negotiations or enter into any agreements for certain alternative transactions, (iii) Grindr to prepare and deliver to Tiga certain audited and
unaudited consolidated financial statements of Grindr, (iv) Tiga to prepare and file a registration statement on Form S-4 and take certain other actions to obtain the requisite approval of Tiga shareholders of certain proposals regarding the
Business Combination (including the Domestication) and (v) the parties to use reasonable best efforts to obtain necessary approvals from governmental agencies.
Representations and Warranties
The Merger Agreement contains representations and warranties by Tiga, Merger Sub and Grindr that are customary for transactions of
this type. The representations and warranties of the respective parties to the Merger Agreement generally will not survive the Closing.
Termination
The Merger Agreement may be terminated at any time prior to the Closing (i) by mutual written consent of Tiga and
Grindr, (ii) by Tiga or Grindr, if certain approvals of the shareholders of Tiga, to the extent required under the Merger Agreement, are not obtained as set forth therein, (iii) by Grindr if there is a Modification in Recommendation (as defined in
the Merger Agreement), (iv) by Tiga if (a) certain approvals of the unitholders of Grindr are not obtained or (b) any part of the Deferred Amount shall not have been paid in accordance with the Purchase Agreement (as defined in the Merger
Agreement) or waived by the parties thereto and (v) by either Tiga or Grindr in certain other circumstances set forth in the Merger Agreement, including (a) if any Governmental Authority (as defined in the Merger Agreement) shall have issued or
otherwise entered a final, nonappealable order making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger, (b) in the event of certain uncured breaches by the other party or (c) if the Closing has
not occurred on or before 12:01 am Eastern Time on December 31, 2022.
Certain Related Agreements
A&R Forward Purchase Agreement
On May 9, 2022, concurrently with the execution of the Merger Agreement, Tiga entered into the Amended and Restated Forward Purchase Agreement (the “A&R Forward Purchase Agreement”) with Tiga Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”)
which provides for the purchase by the Forward Purchase Investors (as defined below) of an aggregate of 5,000,000 forward purchase shares, plus an
aggregate of 2,500,000 forward purchase warrants to purchase one share of New Grindr Common Stock at $11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 per share, in a private placement to close prior to or concurrently
with the Closing. To the extent that the sum of (i) the Trust Amount (as defined in the Merger Agreement), plus (ii) the amount actually received by Tiga prior to or substantially concurrently with the Closing from any PIPE Investment (the “Non-FPS
Amount”) is less than $50,000,000 immediately prior to the Closing but following the Domestication, the Forward Purchase Investors have agreed pursuant to the A&R Forward Purchase Agreement to purchase (a) a number of shares of backstop
shares equal to (A) (x) $50,000,000 minus (y) the Non-FPS Amount, divided by (B) $10.00, rounded down to the nearest whole number and (b) a number of backstop warrants equal to (I) the number of backstop shares in clause (a) multiplied by (II)
0.5, rounded down to the nearest whole number. In addition to the foregoing, each Forward Purchase Investor may, at its discretion (regardless of the Non-FPS Amount), subscribe for up to 5,000,000 backstop shares plus up to 2,500,000 backstop
warrants at $11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 for each backstop share and one-half of one backstop warrant.
The forward purchase warrants and the
backstop warrants will have the same terms as the public warrants issued as part of the units. Pursuant to the A&R Forward Purchase Agreement, the Sponsor may assign its rights, interests or obligations thereunder to any of its affiliates
(collectively, the “Forward Purchase Investors”). The A&R Forward Purchase Agreement amends and restates the forward purchase agreement that was entered into by Tiga and the Sponsor in connection with Tiga’s initial public
offering.
Transaction Support Agreement
On May 9, 2022, concurrently with the execution of the Merger Agreement, Grindr, Tiga, Merger Sub, the Sponsor and the directors of Tiga
entered into the Transaction Support Agreement. Pursuant to the terms of the Transaction Support Agreement, the Sponsor and the directors of Tiga agreed to, among other things: (i) vote or cause its shares to vote in favor of the Business
Combination Proposal (as defined in the Merger Agreement) and the other proposals included in the accompanying proxy statement/prospectus, (ii) subject to certain exceptions, not transfer, sell, pledge, encumber, assign, grant an option with
respect to, hedge, swap, convert or otherwise dispose of the equity securities held by the Sponsor and the directors of Tiga until the earlier of the Closing or the valid termination of the Merger Agreement, (iii) not, directly or indirectly,
solicit, initiate, continue or engage in alternative business combination proposals and (iv) waive applicable anti-dilution protections in Tiga’s amended and restated memorandum and articles of association with respect to the conversion of the Tiga
Class B Ordinary Shares held by Sponsor and the directors of Tiga upon consummation of the Business Combination.
Unitholder Support Agreement
In connection with the execution of the Merger Agreement, Tiga entered into a support agreement (the “Unitholder Support Agreement”) with Grindr
and certain unitholders of Grindr (the “Requisite Unitholders”). Pursuant to the Unitholder Support Agreement, the Requisite Unitholders agreed to, among other things, vote to adopt and approve the Merger Agreement, the Merger and any
other matters necessary or reasonably requested by Tiga for the consummation of the Merger, in each case, subject to the terms and conditions of the Unitholder Support Agreement. The Requisite Unitholders also agreed, among other things, to
refrain from (i) selling, assigning, transferring (including by operation of law) or otherwise encumber any of their covered units prior to the termination of the Unitholder Support Agreement, subject to the terms and conditions therein, and (ii)
joining any class actions with respect to any claim against Tiga, Merger Sub or Grindr. The Unitholder Support Agreement will terminate in its entirety, and be of no further force and effect, upon the valid termination of the Merger Agreement.
A&R Registration Rights Agreement
The Merger Agreement contemplates that, at the Closing, New Grindr, the Sponsor, the independent directors of Tiga and certain
securityholders of Grindr will enter into the Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), pursuant to
which New Grindr will agree to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain shares
of New Grindr Common Stock and other equity securities of New Grindr that are held by the parties thereto from time to time. The A&R Registration Rights Agreement amends and restates the registration rights agreement that was entered into by
Tiga, the Sponsor and other holders of Tiga’s securities party thereto in connection with Tiga’s initial public offering.
The foregoing descriptions of the Merger Agreement, the A&R Forward Purchase Agreement, the Transaction Support Agreement, the
A&R Registration Rights Agreement and the transactions and documents contemplated thereby, are not complete and are subject to and qualified in their entirety by reference to the Merger Agreement, the A&R Forward Purchase Agreement, the
Transaction Support Agreement and the form of the A&R Registration Rights Agreement, copies of which are filed with this Current Report on Form 8-K as Exhibit 2.1, Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and the terms of
which are incorporated by reference herein.
The Merger Agreement, the A&R Forward Purchase Agreement, the Transaction Support Agreement and the form of the A&R Registration
Rights Agreement have been included to provide investors with information regarding their terms. They are not intended to provide any other factual information about Tiga or its affiliates. The representations, warranties, covenants and agreements
contained in the Merger Agreement, the A&R Forward Purchase Agreement, the Transaction Support Agreement, the A&R Registration Rights Agreement and the other documents related thereto were made only for purposes of the Merger Agreement as
of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, the A&R Forward Purchase Agreement, the Transaction Support Agreement and the A&R Registration Rights Agreement and may be subject to
limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement, the A&R Forward Purchase Agreement, the
Transaction Support Agreement or the A&R Registration Rights Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to
investors. Investors are not third-party beneficiaries under the Merger Agreement, the A&R Forward Purchase Agreement, the Transaction Support Agreement or the A&R Registration Rights Agreement and should not rely on the representations,
warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the
subject matter of representations and warranties may change after the date of the Merger Agreement, the Merger Agreement, the A&R Forward Purchase Agreement, the Transaction Support Agreement or the A&R Registration Rights Agreement, as
applicable, which subsequent information may or may not be fully reflected in Tiga’s public disclosures.