As filed with
the Securities and Exchange Commission on October 25, 2022
Registration No.
333-264902
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 7 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
TIGA ACQUISITION CORP.*
(Exact Name of Registrant as Specified in Its Charter)
|
Cayman
Islands
|
6770
|
N/A
|
|
(State or other jurisdiction of incorporation
or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer
Identification No.)
|
Ocean Financial
Centre
Level 40, 10
Collyer Quay, Singapore 049315
Tel: +65 6808
6288
(Address, including zip code, and telephone number, including area
code, of Registrant’s principal executive offices)
Maples
Fiduciary Services (Delaware) Inc.
4001 Kennett
Pike, Suite 302
Wilmington,
Delaware, 19807
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies
to:
|
Neil
Whoriskey
Rod
Miller
Milbank
LLP
55 Hudson
Yards
New York, NY
10001
Tel: (212)
530-5000
and
David H.
Zemans
Milbank
LLP
12 Marina
Boulevard, #36-03
Marina Bay
Financial Centre Tower 3
Singapore
018982
Tel: +65
6428-2400
|
David
Peinsipp
Jamie
Leigh
Kristin
VanderPas
Garth
Osterman
Cooley
LLP
3 Embarcadero
Center, 20th Floor
San Francisco,
CA 94111
Tel: (415)
693-2000
|
Approximate
date of commencement of proposed sale of the securities to the
public: As soon as practicable after this registration statement is
declared effective and all other conditions to the business
combination described in the enclosed proxy statement/prospectus
have been satisfied or waived.
If the
securities being registered on this Form are being offered in
connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box:
☐
If this Form
is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering:
☐
If this Form
is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective
registration statement for the same offering: ☐
Indicate by
check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the 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 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the
box to designate the appropriate rule provision relied upon in
conducting this transaction:
Exchange Act Rule 13e-4(i)
(Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-l(d)
(Cross-Border Third-Party Tender Offer) ☐
The registrant
hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act or until
the registration statement shall become effective on such date as
the SEC, acting pursuant to said Section 8(a), may
determine.
EXPLANATORY
NOTE
Tiga Acquisition Corp. is filing
this Amendment No. 7 to its Registration Statement on Form S-4
(File No. 333-264902) as an exhibits-only filing. Accordingly, this
amendment consists only of the facing page, this explanatory note,
Item 21 of Part II of the Registration Statement, the signature
page to the Registration Statement, and the filed exhibits. The
remainder of the Registration Statement is unchanged and has
therefore been omitted.
PART II
INFORMATION NOT
REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial
Statements Schedules.
Exhibits
|
Exhibit
Number
|
|
Description
|
|
|
|
Agreement and Plan of Merger, dated as of May 9, 2022, by and
among Tiga Acquisition Corp., Tiga Merger Sub LLC and Grindr Group
LLC (included as Annex A to the proxy
statement/prospectus).
|
|
|
|
First Amendment to the Agreement and Plan of Merger, dated as
of October 5, 2022, by and among Tiga Acquisition Corp., Tiga
Merger Sub LLC and Grindr Group LLC (included as Annex A-1 to
the proxy statement/prospectus).
|
|
|
|
Amended and Restated Memorandum and Articles of Association of
Tiga Acquisition Corp. (included as Annex G to the proxy
statement/prospectus).
|
|
|
|
Form of Proposed Certificate of Incorporation of New Grindr,
to become effective upon Domestication (included as Annex H to
the proxy statement/prospectus).
|
|
|
|
Form of Proposed By-Laws of New Grindr to become effective
upon Domestication (included as Annex I to the proxy
statement/prospectus).
|
|
|
|
Specimen Unit Certificate (incorporated by reference to
Exhibit 4.1 to the Company’s Form S-1 filed with the SEC on
November 4, 2020).
|
|
|
|
Specimen Ordinary Share Certificate (incorporated by reference
to Exhibit 4.2 to the Company’s Form S-1 filed with the SEC on
November 4, 2020).
|
|
|
|
Specimen Warrant Certificate (incorporated by reference to
Exhibit 4.3 to the Company’s Form S-1 filed with the SEC on
November 4, 2020).
|
|
|
|
Warrant Agreement, dated November 23, 2020, between Tiga
Acquisition Corp. and Continental Stock Transfer & Trust
Company, as warrant agent (incorporated by reference to Exhibit 4.1
to Tiga Acquisition Corp.’s Current Report on Form 8-K filed on
November 30, 2020).
|
|
|
|
Specimen Common Stock Certificate of New Grindr.
|
|
|
|
Form of Backstop Warrant Agreement, by and among Tiga
Acquisition Corp. and Continental Stock Transfer & Trust
Company, as warrant agent.
|
|
|
|
Opinion of Milbank LLP.
|
|
|
|
Form of Tax Opinion of Milbank LLP.
|
|
|
|
Form of Amended and Restated Forward Purchase Agreement
(included as Annex D to the proxy statement/prospectus).
|
|
|
|
Form of Amended & Restated Registration Rights Agreement,
by and among New Grindr, Tiga Sponsor LLC, the independent
directors of Tiga and certain former stockholders of Grindr
(included as Annex E to the proxy statement/prospectus).
|
II-1
|
Exhibit
Number
|
|
Description
|
|
|
|
Promissory Note, dated March 16, 2022, issued to Tiga
Sponsor LLC (incorporated by reference to Exhibit 10.9 to the
Company’s Form 10-K filed with the SEC on March 22,
2022).
|
|
|
|
Letter Agreements, each dated November 23, 2020 among
Tiga Acquisition Corp., Tiga Sponsor LLC and Tiga Acquisition
Corp.’s officers and directors (incorporated by reference to
Exhibit 10.1 to Tiga Acquisition Corp.’s Current Report on
Form 8-K filed on November 30, 2020).
|
|
|
|
Investment Management Trust Agreement, dated November 23,
2020, between Tiga Acquisition Corp. and Continental Stock Transfer
& Trust Company, as trustee (incorporated by reference to
Exhibit 10.2 to Tiga Acquisition Corp.’s Current Report on Form 8-K
filed on November 30, 2020).
|
|
|
|
Administrative Services Agreement, dated November 23,
2020, between Tiga Acquisition Corp. and Tiga Sponsor LLC
(incorporated by reference to Exhibit 10.5 to Tiga Acquisition
Corp.’s Current Report on Form 8-K filed on November 30,
2020).
|
|
|
|
Private Placement Warrants Purchase Agreement, dated
November 23, 2020, between Tiga Acquisition Corp. and Tiga
Sponsor LLC (incorporated by reference to Exhibit 10.4 to Tiga
Acquisition Corp.’s Current Report on Form 8-K filed on
November 30, 2020).
|
|
|
|
Form of Indemnity Agreement (Incorporated by reference to
exhibit 10.5 to the Company’s Registration Statement on Form S-l,
filed with the SEC on November 4, 2020).
|
|
|
|
Credit Agreement, dated as of June 10, 2020, among Grindr
Gap LLC, Grindr Capital LLC, Fortress Credit Corp., and the other
parties thereto, as amended on February 25, 2021.
|
|
|
|
Amendment No. 1 to the Credit Agreement, dated as of
February 25, 2021, among Grindr Gap LLC, Grindr Capital LLC,
Fortress Credit Corp. and the other parties thereto.
|
|
|
|
Amendment No. 2 to the Credit Agreement, dated as of June 13,
2022, among Grindr Gap LLC, Grindr Capital LLC, Fortress Credit
Corp. and the other parties thereto.
|
|
|
|
Consent of WithumSmith+Brown, PC.
|
|
|
|
Consent of Ernst & Young LLP.
|
|
|
|
Consent of Ernst & Young LLP.
|
|
|
|
Consent of Milbank LLP (included as part of Exhibit
5.1).
|
|
|
|
Power of Attorney (included on signature page to the initial
filing of the Registration Statement).
|
|
|
|
Form of Proxy Card for Tiga Acquisition Corp.’s Extraordinary
General Meeting.
|
|
|
|
Consent of G. Raymond Zage, III to be named as a
director.
|
|
|
|
Consent of James Fu Bin Lu to be named as a director.
|
|
|
|
Consent of Michael Gearon to be named as a director.
|
|
|
|
Consent of George Arison to be named as a director.
|
|
|
|
Consent of Nathan Richardson to be named as a director.
|
|
|
|
Consent of Gary Horowitz to be named as a director.
|
|
|
|
Consent of Daniel Brooks Baer to be named as a director.
|
|
|
|
Consent of Maggie Lower to be named as a director.
|
|
|
|
Consent of Meghan Stabler to be named as a director.
|
|
|
|
Consent of Kroll, LLC.
|
|
|
|
Filing Fee Table
|
|
*
|
Previously filed.
|
|
**
|
Filed herewith.
|
|
***
|
To be filed by amendment.
|
|
†
|
Schedules and exhibits have been
omitted pursuant to Item 601(b)(2) of Regulation S-K. Tiga
Acquisition Corp. agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the SEC upon request.
|
|
+
|
Certain portions of this document
that constitute confidential information have been redacted in
accordance with Regulation S-K, Item 601(b)(10) because it is both
(i) not material and (ii) would likely cause competitive harm if
publicly disclosed.
|
II-2
SIGNATURES
Pursuant to
the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
|
October 25, 2022
|
|
|
|
|
TIGA ACQUISITION CORP.
|
|
|
|
|
|
|
By:
|
/s/ George Raymond Zage III
|
|
|
Name:
|
George Raymond Zage III
|
|
|
Title:
|
Chairman and CEO
|
Pursuant to
the requirements of the Securities Act of 1933, this Registration
Statement, as amended, has been signed by the following persons in
the capacities and on the dates indicated.
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
*
|
|
President and Director
|
|
October 25, 2022
|
|
Ashish Gupta
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Chief Financial Officer
|
|
October 25, 2022
|
|
Diana Luo
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 25, 2022
|
|
David Ryan
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 25, 2022
|
|
Carman Wong
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 25, 2022
|
|
Ben Falloon
|
|
|
|
|
|
*
|
The undersigned, by signing his
name hereto, does hereby sign this Amendment No. 7 to the
Registration Statement on Form S-4 pursuant to powers of
attorney executed on behalf of the above-indicated officers and
members of the Registrant and previously filed on behalf of the
Registrant.
|
|
|
By:
|
/s/ George Raymond Zage III
|
|
|
Name:
|
George Raymond Zage III
|
|
|
Title:
|
Chairman and CEO
|