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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Large accelerated filer
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☐ |
Accelerated filer
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☐
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☒
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Smaller reporting company
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Emerging growth company
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Page
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PART 1 – FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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1 |
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2 |
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3 |
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4 |
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5 |
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Item 2.
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18 |
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Item 3.
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24 |
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Item 4.
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24 |
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PART II – OTHER INFORMATION
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Item 1.
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25 | |
Item 1A.
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25 |
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Item 2.
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25 |
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Item 3.
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25 |
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Item 4.
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25 |
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Item 5.
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25 |
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Item 6.
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26 |
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27 |
March 31,
2022 |
December 31,
2021 |
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(Unaudited)
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ASSETS
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Current Assets
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Cash
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$
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$
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Prepaid expenses
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Total Current Assets
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Cash and Investments held in Trust Account
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Total Assets
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$
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$
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LIABILITIES, COMMITMENTS AND CONTINGENCIES AND SHAREHOLDERS’ DEFICIT
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Current Liabilities:
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Accrued expenses
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$
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$
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Promissory note - related party
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Total Current Liabilities
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Forward Purchase Agreement liabilities
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Warrant liabilities
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Deferred underwriting fee payable
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Total Liabilities
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Commitments and Contingencies
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Class A ordinary shares subject to possible redemption, $
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Shareholders’ Deficit
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Preference shares, $
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Class A ordinary shares, $
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Class B ordinary shares, $
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Additional paid-in capital
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Accumulated deficit
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(
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)
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(
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)
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Total Shareholders’ Deficit
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(
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)
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(
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)
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Total Liabilities, Commitments and Contingencies and Shareholders’ Deficit
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$
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$
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Three Months Ended
March 31,
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2022
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2021
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Operating costs
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$
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$
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Loss from operations
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(
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)
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(
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)
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Other income (expense):
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Interest earned on investments held in Trust Account
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Change in fair value of warrant liabilities
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Change in fair value of forward purchase agreement liabilities
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(
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)
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Total other income, net
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Net income
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$
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$
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Weighted average shares outstanding of Class A ordinary shares
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Basic and diluted net income per share, Class A ordinary shares
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$
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$
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Weighted average shares outstanding of Class B ordinary shares
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Basic and diluted net income per share, Class B ordinary shares
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$
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$
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Class B Ordinary
Shares
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Additional
Paid-in |
Accumulated
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Total
Shareholders’ |
|||||||||||||||||
Shares
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Amount
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Capital
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Deficit
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Deficit
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||||||||||||||||
Balance – January 1, 2022
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$
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$
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$
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(
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)
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$
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(
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)
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Net income
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—
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Balance – March 31, 2022 (unaudited)
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$
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$
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$
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(
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)
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$
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(
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)
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Class B Ordinary
Shares
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Additional
Paid-in
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Accumulated
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Total Shareholders’
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||||||||||||||||
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Shares
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Amount
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Capital
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Deficit
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Deficit
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Balance – January 1, 2021
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$
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$
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$
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(
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)
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$
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(
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)
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|||||||||
Net income
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—
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Balance – March 31, 2021 (unaudited)
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$
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$
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$
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(
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)
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$
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(
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)
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Three Months Ended
March 31,
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2022
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2021
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Cash Flows from Operating Activities:
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Net income
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$
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$
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Adjustments to reconcile net income to net cash used in operating activities:
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Change in fair value of warrant liabilities
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(
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)
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(
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)
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Change in fair value of forward purchase agreement liabilities
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(
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)
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Interest earned on investments held in Trust Account
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(
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)
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(
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)
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Changes in operating assets and liabilities:
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Prepaid expenses
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(
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)
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Accrued expenses
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Net cash used in operating activities
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(
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)
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(
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)
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Cash Flows from Financing Activities:
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Proceeds from promissory note – related party
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Payment of offering costs
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(
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)
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Net cash provided by (used in) financing activities
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(
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)
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Net Change in Cash
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(
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)
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Cash – Beginning of period
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Cash – End of period
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$
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$
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Non-Cash investing and financing activities:
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Offering costs included in accrued offering costs
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$
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$
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Gross proceeds
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$
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Less:
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Proceeds allocated to Public Warrants
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(
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)
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Class A ordinary shares issuance costs
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(
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)
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Add:
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Accretion of carrying value to redemption value
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Class A ordinary shares subject to possible redemption at December 31, 2020
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Plus:
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Accretion of carrying value to redemption value
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Class A ordinary shares subject to possible redemption at December 31, 2021 and March 31, 2022
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$
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Three Months Ended
March 31,
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2022
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2021
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Class A
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Class B
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Class A
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Class B
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Basic and diluted net income per ordinary share
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Numerator:
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Allocation of net income
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$
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$
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$
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$
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Denominator:
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Basic and diluted weighted average shares outstanding
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Basic and diluted net income per ordinary share
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$
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$
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$
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$
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• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for
identical instruments in active markets;
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• |
Level 2, defined as inputs other than quoted prices in active markets that
are directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
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• |
Level 3, defined as unobservable inputs in which little or no market data
exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
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●
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in whole and not in part;
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●
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at a price of $
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●
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upon not less than
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●
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if, and only if, the last reported sale price of
the Class A ordinary shares for any
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●
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in whole and not in part;
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●
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at $
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●
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if, and only if, the Reference Value equals or exceeds $
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●
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if the Reference Value is less than $
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Level 1: |
Quoted prices in active markets for identical assets or
liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
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Level 2: |
Observable inputs other than Level 1 inputs. Examples of
Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
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Level 3: |
Unobservable inputs based on assessment of the assumptions
that market participants would use in pricing the asset or liability.
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Held-To-Maturity |
Level
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Amortized
Cost
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Gross
Holding
Gain/(Loss)
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Fair Value (i)
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||||||||||||
March 31, 2022
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U.S. Treasury Securities (Matured on
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1
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$
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$
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(
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)
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$
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December 31, 2021
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U.S. Treasury Securities (Mature on
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1
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$
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$
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$
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(i)
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Level
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March 31,
2022
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Level
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December 31,
2021
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Warrant liabilities – public warrants
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1
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$
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1
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$
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Warrant liabilities – private placement warrants
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3
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$
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3
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$
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FPA liabilities – committed
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3
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$
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3
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$
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FPA liabilities – optional
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3
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$
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3
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$
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At
March 31, 2022
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At
December 31, 2021
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|||||||
Warrants- private placement
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||||||||
Common stock price
|
$
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$
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||||
Volatility
|
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%
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%
|
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Expected life of the options to convert
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|
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Risk free rate
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%
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%
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Dividend yield
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%
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%
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FPA-committed
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||||||||
Common stock price
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$
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$
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Time to maturity
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||||||
Risk Free rate
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%
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%
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||||
FPA-optional
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||||||||
Common stock price
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$
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$
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||||
Volatility
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%
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%
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||||
Time to maturity
|
|
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Risk Free rate
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%
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%
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Public
Warrants
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Private
Placement
Warrants
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Total
Warrant
Liabilities
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Committed
FPA
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Optional
FPA
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Total FPA
Liabilities
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|||||||||||||||||||
Fair value as of December 31, 2021
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$
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|
$
|
|
$
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|
$
|
|
$
|
|
$
|
|
||||||||||||
Change in fair value
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
Fair value as of March 31, 2022
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
Public
Warrants
|
Initial
Private
Placement
Warrants
|
Total
Warrant
Liability
|
Committed
FPA
|
Optional
FPA
|
Total FPA
Liability
|
||||||||||||||||||
Fair value as of December 31, 2020
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
Change in fair value
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
|
|||||||||||||||
Fair value as of March 31, 2021
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
(i) |
at the closing of the Business Combination Transaction (the “Closing”), in accordance with the Delaware Limited Liability Company Act (“DGCL”), 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 series X ordinary units and each series Y preferred units (“Grindr Unit”) that is issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement)
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 quotient obtained by dividing (i) the Aggregate Merger
Consideration (defined below), by (ii) the number of Aggregate Fully Diluted Grindr Units (as defined below) (“Exchange Ratio”); (y) each option to purchase series X ordinary units granted under the Incentive Plan [(as defined in the Merger
Agreement)] (“Grindr Option”) 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 warrant (excluding Grindr Options) to purchase
Grindr Units (“Grindr Warrant”). “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 (as defined below) 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) $
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ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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(i) |
at the closing of the Business Combination Transaction (the “Closing”), in accordance with the Delaware Limited Liability Company Act (“DGCL”), 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 series X ordinary units and each series Y preferred units (“Grindr Unit”) that is issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement)
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 quotient obtained by dividing (i) the Aggregate Merger
Consideration (defined below), by (ii) the number of Aggregate Fully Diluted Grindr Units (as defined below) (“Exchange Ratio”); (y) each option to purchase series X ordinary units granted under the Incentive Plan [(as defined in the Merger
Agreement)] (“Grindr Option”) 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 warrant (excluding Grindr Options) to purchase
Grindr Units (“Grindr Warrant”). “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 (as defined below) 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; and “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.
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ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4. |
CONTROLS AND PROCEDURES
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ITEM 1. |
LEGAL PROCEEDINGS.
|
ITEM 1A. |
RISK FACTORS.
|
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES.
|
ITEM 4. |
MINE SAFETY DISCLOSURES.
|
ITEM 5. |
OTHER INFORMATION.
|
ITEM 6. |
EXHIBITS
|
No.
|
Description of Exhibit
|
|
2.1 |
Merger Agreement, dated as of May 9, 2022, by and among Tiga Acquisition Corp., Tiga Merger Sub LLC, and Grindr Group LLC.(1)
|
|
10.1 |
Amended and Restated Forward Purchase Agreement, dated as of May 9, 2022, by and among Tiga Acquisition Corp., and Tiga Sponsor LLC.(1)
|
|
10.2 |
Transaction Support Agreement, dated as of May 9, 2022, by and among Tiga Acquisition Corp., Tiga Merger Sub LLC, Tiga Sponsor LLC., and the individuals named therein. (1)
|
|
10.3 |
Form of Unitholder Support Agreement.(1)
|
|
10.4 |
Form of Amended and Restated Registration Rights Agreement.(1)
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
101.INS*
|
XBRL Instance Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
**
|
Furnished.
|
(1)
|
Previously filed as an exhibit to our Current Report on Form 8-K filed on May 9, 2022 and incorporated by reference herein.
|
TIGA ACQUISITION CORP.
|
||
Date: May 16, 2022
|
/s/ George Raymond Zage III
|
|
Name:
|
George Raymond Zage III
|
|
Title:
|
Chief Executive Office and Chairman
|
|
(Principal Executive Officer)
|
||
Date: May 16, 2022
|
/s/ Diana Luo
|
|
Name:
|
Diana Luo
|
|
Title:
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|