Cayman Islands | | | 6770 | | | N/A |
(State or Other Jurisdiction of Incorporation or Organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
Rod Miller, Esq. Milbank LLP 55 Hudson Yards New York, New York 10001 Tel: 212-530-5000 and David H. Zemans Naomi J. Ishikawa, Esq. Milbank LLP Marina Bay Financial Centre #36-03 Tower 3 Singapore 018982 Tel: +65 6428-2400 | | | Michael Johns Maples and Calder (Cayman) LLP PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands Tel: 345-949-8066 | | | Merritt Johnson, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 212-848-4000 and Kyungwon Lee, Esq. Shearman & Sterling LLP c/o 21st Floor, Gloucester Tower, the Landmark 15 Queen’s Road Central Central, Hong Kong +852 2978 8000 |
Large accelerated filer | | | ☐ | | | | | Accelerated filer | | | ☐ | |
Non-accelerated filer | | | ☐ | | | (Do not check if a smaller reporting company) | | | Smaller reporting company | | | ☒ |
| | | | | | Emerging growth company | | | ☒ |
CALCULATION OF REGISTRATION FEE | ||||||||||||
Title of Each Class of Security Being Registered | | | Amount Being Registered | | | Proposed Maximum Offering Price per Security(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-quarter of one warrant(2)(3) | | | 23,000,000 Units | | | $10.00 | | | $230,000,000 | | | $25,093 |
Class A ordinary shares included as part of the units(2)(3)(4) | | | 23,000,000 Shares | | | — | | | — | | | —(5) |
Warrants included as part of the units(3) | | | 5,750,000 Warrants | | | — | | | — | | | —(5) |
Total | | | | | — | | | $230,000,000 | | | $25,093 |
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”). |
(2) | Includes 3,000,000 units, consisting of 3,000,000 Class A ordinary shares and 750,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. |
(3) | Maximum number of Class A ordinary shares and warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriters described above. |
(4) | Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations or similar transactions. |
(5) | No fee pursuant to Rule 457(g) under the Securities Act. |
| | Per Unit | | | Total | |
Public offering price | | | $10.00 | | | $200,000,000 |
Underwriting discounts and commissions(1) | | | $0.55 | | | $11,000,000 |
Proceeds, before expenses, to us | | | $9.45 | | | $189,000,000 |
(1) | Includes $0.35 per unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the completion of an initial business combination. See also “Underwriting” beginning on page 157 for a description of underwriting compensation payable to the underwriters. |
Credit Suisse | | | Goldman Sachs (Asia) L.L.C. |
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• | “we,” “us,” “Company” or “our company” are to Tiga Acquisition Corp. II, a Cayman Islands exempted company; |
• | “memorandum and articles of association” are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering; |
• | “Companies Law” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; |
• | “forward purchase agreement” are to the agreement providing our sponsor or its permitted assignee with an option to subscribe for, in the forward purchaser’s sole discretion, the forward purchase securities in one or multiple private placements that will close prior to or concurrently with the closing of our initial business combination; |
• | “forward purchase securities” are to the forward purchase shares and forward purchase warrants; |
• | “forward purchase shares” are to an aggregate of up to 5,000,000 Class A ordinary shares if purchased by our sponsor or its permitted assignee at their option; |
• | “forward purchase warrants” are to an aggregate of up to 1,250,000 warrants to purchase Class A ordinary shares if purchased by our sponsor or its permitted assignee at their option; |
• | “forward purchaser” are to the sponsor or its permitted assignee; |
• | “founders” means Mr. G. Raymond Zage, III and Mr. Ashish Gupta; |
• | “founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and which currently are held by our sponsor (which shares may be transferred to permitted transferees from time to time) and the Class A ordinary shares that will be issued upon the automatic conversion of such Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares are not considered “public shares” for the purposes of this prospectus); |
• | “IDR” refers to Indonesian Rupiah, the lawful currency of Indonesia; |
• | “initial shareholders” are to holders of our founder shares prior to this offering; |
• | “letter agreement” are to a letter agreement, the forms of which are filed as an exhibit to the registration statement of which this prospectus forms a part; |
• | “management” or our “management team” are to our executive officers and directors; |
• | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
• | “private placement warrants” are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering, and upon conversion of working capital loans, if any; |
• | “public shareholders” are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team subscribe for public shares, provided that each initial shareholder’s and member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
• | “public shares” are to our Class A ordinary shares offered as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); |
• | “public warrants” are to our warrants offered as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market; and |
• | “sponsor” is to Tiga Sponsor II LLC, a Cayman Islands exempted company and an affiliate of our founders. |
• | Acquisition of control of PT Bank Central Asia Tbk (“BCA”), the largest commercial bank in Indonesia by Farallon in 2002. Mr. Zage led the acquisition and formed a joint venture between Farallon and members of a prominent Indonesian family with interests across a range of businesses and industries and was one of two directors of the controlling shareholder of BCA from 2002 until Farallon’s exit in 2009. During this time, BCA increased in market value from IDR14.9tn ($1.6bn) to IDR94.3tn ($9.2bn). This transaction was one of the largest and most significant transactions in Southeast Asia after the Asian financial crisis of 1998 and was a major turning point to open up the capital and merger and acquisition markets of Indonesia to foreign investment. BCA had a market capitalization of IDR834.6tn ($59.6bn) as of December 30, 2020. |
• | An investment in a telecommunications towers company in Indonesia, subsequently listed as PT Sarana Menara Nusantara Tbk on the Indonesia Stock Exchange with a market capitalization of IDR48.2tn ($3.4bn) as of December 30, 2020. |
• | An investment in Gojek, one of the largest technology companies in Southeast Asia. |
• | An investment in Sea Ltd, Southeast Asia’s largest technology company, listed on the NYSE with a market capitalization of $101.9bn as of December 31, 2020. |
• | An investment in Meiya Power Company Ltd, one of the largest independent power producers in China. |
• | An investment in PT Adaro Indonesia, one of the largest mining companies in Indonesia, whose parent company is listed on the Indonesia Stock Exchange with a market capitalization of $3.3bn as of December 30, 2020. |
• | An investment in Martabe, a gold and silver mine in Indonesia. |
• | Following the Asian financial crisis in 1998, our Founders led investments in BCA (2002), BTS Group Holdings Public Company Limited who operates part of Bangkok’s mass transit system (2006) and Semen Gresik (Persero) TBK., Indonesia’s largest cement company (2006). |
• | During the China growth and commodities boom, investments led by our Founders include PT Adaro Indonesia (2005) and Meiya Power Company Ltd (2007), as well as PT Kaltim Prima Coal (KPC) (2003), the Batu Hijau copper-gold mine (2009), PT Berau Coal Energy Tbk (2004), Talison Lithium Pty Ltd (2007), PT Energi Mega Persada Tbk, an Indonesian upstream oil and gas company (2004) and Aston Resources Ltd (2010). Our Founders notably led investments in Whitehaven Coal Limited (2008) and PT Apexindo Pratama Duta Tbk, an Indonesian drilling contractor with offshore and onshore drilling capacity (2008), during the Great Recession. |
• | From 2007 to date, our Founders focused on sectors demonstrating strong growth and restructuring opportunities, including PT Sarana Menara Nusantara Tbk (2007), the Martabe gold and silver mine (2015) and Hindustan Powerprojects Private Ltd., an electrical power developer in India (2016). |
• | Starting from 2015, our Founders have focused increasingly on global technology and fintech, leading investments in Grindr (2020), Sea Ltd. (2017), Gojek (2016), Didi Chuxing Technology Co., the Chinese ridesharing provider (2015), Beijing Mobike Technology Co., Ltd., who provides bicycle sharing solutions across Asia (2017) and Cosmose, Ltd (2019). |
• | possess a fundamentally sound business model and ability to generate superior returns over time, even though they may be misunderstood by the marketplace temporarily; |
• | will benefit from the global relationships and experience of the sponsor that can be used to further enhance their financial and operating performance; |
• | are at an inflection point, such as requiring additional capital or management expertise, and are able to innovate through new operational techniques or are at a stage where we believe we can drive improved business and financial performance; |
• | have an international expansion plan as part of their overall growth strategy and can leverage our operational experience and relationships in global markets; |
• | have talented and competent management teams and are led by entrepreneurs who are looking for a partner with our expertise to execute on the next stage of their growth; and |
• | have been materially impacted by possible market dislocations and would benefit from capital markets access. |
• | We are a recently established company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Past performance by our management team and their affiliates may not be indicative of our future performance of an investment in us. |
• | Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. |
• | Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. |
• | If we seek shareholder approval of our initial business combination, our initial shareholders, officers and the forward purchaser have agreed to vote their founder shares, forward purchase shares and any public shares purchased during or after this offering in favor of such initial business combination, regardless of how our public shareholders vote. |
• | The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. |
• | The requirement that we complete an initial business combination within 24 months after the closing of this offering or during any Extension Period, may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. |
• | Our sponsor may decide not to extend the term we have to consummate our initial business combination, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, and the rights and warrants will be worthless |
• | If we seek shareholder approval of our initial business combination, our initial shareholders, sponsor, directors, executive officers, advisors, the forward purchaser and their respective affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares. |
• | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. |
• | You will not be entitled to protections normally afforded to investors of many other blank check companies. |
• | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our |
• | Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. |
• | Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. |
• | Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Since our sponsor will lose their entire investment in our founder shares and/or private placement warrants if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. |
• | If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share. |
• | We may pursue a target company with operations or opportunities outside of the United States for our initial business combination. Accordingly, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations. |
• | After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate. |
• | Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished. |
• | one Class A ordinary share; and |
• | one-quarter of one warrant. |
(1) | Assumes no exercise of the underwriters’ over-allotment option and the forfeiture by our sponsor of 750,000 founder shares. |
(2) | Consists solely of founder shares outstanding as of the date of this prospectus and includes up to 750,000 founder shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. |
(3) | Founder shares are currently classified as Class B ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial business combination as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.” |
(4) | Includes 20,000,000 public shares and 5,000,000 founder shares. |
(5) | Includes 5,000,000 warrants issued as a part of the units. |
• | 30 days after the completion of our initial business combination; and |
• | 12 months from the closing of this offering; |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and |
• | if, and only if, the last reported sale price of our Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like). |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities— Warrants—Public Shareholders’ Warrants and Forward Purchase Warrants” based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below), except as otherwise described herein; |
• | if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and |
• | if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, sub-divisions, reorganizations, recapitalizations and the like), the private placement warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above. |
• | only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; |
• | the founder shares are subject to certain transfer restrictions contained in a letter agreement that our initial shareholders and officers have entered into with us, as described in more detail below; |
• | pursuant to such letter agreement, our initial shareholders and officers and pursuant to the forward purchase agreement, the forward purchaser have agreed to (i) waive their redemption rights with respect to their founder shares, forward purchase shares and public shares, held by them, as applicable, in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares, forward purchase shares and public shares, held by them, as applicable in connection with a shareholder vote to approve an amendment to our memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity; and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares, and forward purchase shares, as applicable, if we do not complete our initial business combination within 24 months from the closing of this offering or during any extended time that we have to consummate a business combination beyond 24 months as a result of a shareholder vote to amend our memorandum and articles of association (an “Extension Period”) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we do not complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, our initial shareholders, officers and the forward purchaser have agreed to vote their founder shares, forward purchase shares and any public shares purchased during or after this offering in favor of our initial business combination (including any proposals recommended by our board of directors in connection with such initial business combination). |
• | the founder shares are automatically convertible into our Class A ordinary shares on the first business day following the completion of our initial business combination as described below adjacent to the caption “Founder shares conversion and anti-dilution rights;” and |
• | the holders of the founder shares are entitled to registration rights. |
• | the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering (excluding underwriting commissions); and |
• | any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | Reimbursement of funds advanced to us by our sponsor to cover offering-related and organizational expenses; |
• | Payment of $10,000 per month for overhead expenses and related services provided to us by an affiliate of our sponsor; |
• | Reimbursement of legal fees and expenses incurred by our sponsor, officers or directors in connection with our formation, the initial business combination and their services to us; |
• | Payment of fees and reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; |
• | We may engage our sponsor or an affiliate of our sponsor for advisory or other services in connection with our initial business combination and may pay such entity a fee in an amount that constitutes a market standard fee for comparable transations; |
• | The reimbursement of reasonable out-of-pocket expenses incurred by the independent directors in connection with fulfilling their roles as directors; and |
• | Repayment of loans which may be made by our sponsor or an affiliate of our sponsor to finance transaction costs in connection with an intended initial business combination. Up to $2,000,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. |
Balance Sheet Data: | | | As of February 9, 2021 |
Working capital (deficiency) | | | $(96,985) |
Total assets | | | $116,985 |
Total liabilities | | | $96,985 |
Shareholder’s equity | | | $20,000 |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | registration as an investment company; adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. |
• | may significantly dilute the equity interest of investors in this offering; |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | will not result in adjustment of the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, our ability to pay expenses, make capital expenditures and acquisitions and fund other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements and execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | the history and prospects of companies whose principal business is the acquisition of other companies; |
• | prior offerings of those companies; |
• | our prospects for acquiring an operating business at attractive values; |
• | a review of debt to equity ratios in leveraged transactions; |
• | our capital structure; |
• | an assessment of our management and their experience in identifying operating companies; |
• | general conditions of the securities markets at the time of this offering; and |
• | other factors as were deemed relevant. |
• | we have a board that includes a majority of ‘independent directors,’ as defined under the rules of the NYSE; |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals or with respect to payments we make to shareholders, lenders or other stakeholders; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; unexpected changes in regulatory requirements; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation, price instability and interest rate fluctuations; |
• | liquidity of domestic capital and lending markets; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | different corporate governance and accounting standards; |
• | corruption; |
• | protection of intellectual property; |
• | privacy laws; |
• | natural disasters; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks, natural disasters and wars; |
• | government appropriation of assets; and |
• | deterioration of political relations with the United States. |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | the proceeds of the forward purchase securities being available to us; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases); |
• | our pool of prospective target businesses; |
• | the ability of our officers and directors to generate a number of potential investment opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance following this offering. |
| | Without Over-Allotment Option | | | Over-Allotment Option Exercised in Full | |
Gross proceeds | | | | | ||
Gross proceeds from units offered to public(1) | | | $200,000,000 | | | $230,000,000 |
Gross proceeds from private placement warrants offered in the private placement | | | 6,000,000 | | | 6,600,000 |
Total gross proceeds | | | $206,000,000 | | | $236,600,000 |
Offering expenses(2) | | | | | ||
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3) | | | $4,000,000 | | | $4,600,000 |
Legal fees and expenses | | | 395,000 | | | 395,000 |
Printing and engraving expenses | | | 40,000 | | | 40,000 |
Accounting fees and expenses | | | 100,000 | | | 100,000 |
SEC/FINRA Expenses | | | 60,000 | | | 60,000 |
Travel and road show | | | — | | | — |
NYSE listing and filing fees | | | 85,000 | | | 85,000 |
Director & Officer liability insurance premiums | | | 300,000 | | | 300,000 |
Miscellaneous | | | 20,000 | | | 20,000 |
Total offering expenses (other than underwriting commissions) | | | $1,000,000 | | | $1,000,000 |
Proceeds after offering expenses | | | $201,000,000 | | | $231,000,000 |
Held in trust account(4) | | | $200,000,000 | | | $230,000,000 |
% of public offering size | | | 100% | | | 100% |
Not held in trust account | | | $1,000,000 | | | $1,000,000 |
| | Amount | | | % of Total | |
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(5) | | | $400,000 | | | 40.0% |
Legal and accounting fees related to regulatory reporting obligations | | | 205,000 | | | 20.5% |
Payment for overhead expenses and related services | | | 240,000 | | | 24.0% |
Consulting, travel and miscellaneous expenses incurred during search for initial business combination target | | | 50,000 | | | 5.0% |
NYSE fees | | | 75,000 | | | 7.5% |
Working capital to cover miscellaneous expenses | | | 30,000 | | | 3.0% |
Total | | | $1,000,000 | | | 100.0% |
(1) | Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination. |
(2) | In addition, a portion of the offering expenses have been paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. These loans will be repaid upon completion of this offering out of the $1,000,000 of offering proceeds that have been allocated for the payment of offering expenses other than underwriting commissions. In the event that offering expenses are less than set forth in this table, any such amounts will be used for post-closing working capital expenses. |
(3) | The underwriters have agreed to defer underwriting commissions of 3.5% of the gross proceeds of this offering. Upon and concurrently with the completion of our initial business combination, $7,000,000, which constitutes the underwriters’ deferred commissions (or $8,050,000 if the underwriters’ over-allotment option is exercised in full) will be paid to the underwriters from the funds held in the trust account. See “Underwriting.” The remaining funds, less amounts released to the trustee to pay redeeming shareholders, will be released to us and can |
(4) | These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. |
(5) | Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing. |
| | No exercise of over-allotment option | | | Exercise of over-allotment option in full | |
Public offering price | | | 10.00 | | | 10.00 |
Net tangible book deficit before this offering | | | (0.02) | | | (0.02) |
Increase attributable to public shares | | | 0.84 | | | 0.74 |
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | 0.82 | | | 0.72 |
Dilution to public shareholders | | | 9.18 | | | 9.28 |
Percentage of dilution to public shareholders | | | 91.8% | | | 92.8% |
| | Shares Purchased | | | Total Consideration | | | Average Price per Share | |||||||
| | Number | | | Percentage | | | Amount | | | Percentage | | |||
Class B Ordinary Shares(1) | | | 5,000,000 | | | 20.0% | | | $25,000 | | | 0.01% | | | $0.005 |
Public Shareholders | | | 20,000,000 | | | 80.0% | | | $200,000,000 | | | 99.99% | | | $10.00 |
Total | | | 25,000,000 | | | 100.0% | | | $200,025,000 | | | 100.0% | | |
(1) | Assumes no exercise of the underwriters’ over-allotment option and forfeiture of 750,000 founder shares held by our sponsor following the completion of this offering. The total number of Class B ordinary shares outstanding after this offering and the expiration of the underwriters’ over-allotment option will equal 20% of the sum of the total number of Class A ordinary shares and Class B ordinary shares outstanding at such time plus the number of Class A ordinary shares to be sold pursuant to the forward purchase agreement. |
Numerator: | | | |
Net tangible book deficit before this offering | | | $(96,985) |
Net proceeds from this offering and sale of the private placement warrants(1) | | | 201,000,000 |
Plus: Offering costs paid in advance, excluded from tangible book value before this offering | | | 116,985 |
Less: Deferred underwriting commissions | | | (7,000,000) |
Less: Proceeds held in trust subject to redemption(2) | | | (189,019,990) |
| | $5,000,010 | |
Denominator: | | | |
Class B ordinary shares outstanding prior to this offering | | | 5,750,000 |
Class B ordinary shares forfeited if over-allotment option is not exercised | | | (750,000) |
Class A ordinary shares included in the units offered | | | 20,000,000 |
Less: Shares subject to redemption | | | (18,901,999) |
| | 6,098,001 |
(1) | Expenses applied against gross proceeds include offering expenses of $1,000,000 and underwriting commissions of $4,000,000 (excluding deferred underwriting fees). See “Use of Proceeds.” |
(2) | If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their respective affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of Class A ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business—Effecting Our Initial Business Combination—Permitted Purchases of Our Securities.” |
| | February 9, 2021 | ||||
| | Actual | | | As Adjusted | |
Note Payable - related party(1) | | | $— | | | — |
Deferred underwriting commissions | | | — | | | 7,000,000 |
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; 0 and 18,901,999 shares are subject to possible redemption, respectively(2) | | | — | | | 189,019,990 |
Preferred shares, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding, actual and as adjusted | | | — | | | — |
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; 0 and 1,098,001 shares issued and outstanding (excluding 0 and 18,901,999 shares subject to possible redemption) actual and as adjusted, respectively | | | — | | | 110 |
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 5,750,000 and 5,000,000 shares issued and outstanding, actual and as adjusted, respectively(3) | | | 575 | | | 500 |
Additional paid-in capital | | | 24,425 | | | 5,004,400 |
Accumulated deficit | | | (5,000) | | | (5,000) |
Total shareholder’s equity | | | 20,000 | | | 5,000,010 |
Total capitalization | | | $20,000 | | | $201,020,000 |
(1) | Our sponsor may loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. As of February 9, 2021, we had not borrowed any amounts under the promissory note with our sponsor. As of the date of this prospectus, we have borrowed $70,115 under the promissory note. |
(2) | Upon the completion of our initial business combination, we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein whereby redemptions cannot cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination. |
(3) | Class B ordinary shares include 5,750,000 founder shares that were purchased by our sponsor on January 12, 2021, and which issuance was reflected on the register of members of the Company on February 9, 2021. The “As Adjusted” calculation assumes no exercise of the underwriters’ over-allotment option and forfeiture of 750,000 founder shares held by our sponsor following the completion of this offering. |
• | may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and |
• | may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
• | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | staffing for financial, accounting and external reporting areas, including segregation of duties; |
• | reconciliation of accounts; |
• | proper recording of expenses and liabilities in the period to which they relate; |
• | evidence of internal review and approval of accounting transactions; |
• | documentation of processes, assumptions and conclusions underlying significant estimates; and |
• | documentation of accounting policies and procedures. |
• | Acquisition of control of BCA, the largest commercial bank in Indonesia by Farallon in 2002. Mr. Zage led the acquisition and formed a joint venture between Farallon and members of a prominent Indonesian family with interests across a range of businesses and industries and was one of two directors of the controlling shareholder of BCA from 2002 until Farallon’s exit in 2009. During this time, BCA increased in market value from IDR14.9tn ($1.6bn) to IDR94.3tn ($9.2bn). This transaction was one of the largest and most significant transactions in Southeast Asia after the Asian financial crisis of 1998 and was a major turning point to open up the capital and merger and acquisition markets of Indonesia to foreign investment. BCA had a market capitalization of IDR834.6tn ($59.3bn) as of December 30, 2020. |
• | An investment in a telecommunications towers company in Indonesia, subsequently listed as PT Sarana Menara Nusantara Tbk on the Indonesia Stock Exchange with a market capitalization of IDR48.2tn ($3.4bn) as of December 30, 2020. |
• | An investment in Gojek, one of the largest technology companies in Southeast Asia. |
• | An investment in Sea Ltd, Southeast Asia’s largest technology company, listed on the NYSE with a market capitalization of $101.9bn as of December 31, 2020. |
• | An investment in Meiya Power Company Ltd, one of the largest independent power producers in China. |
• | An investment in PT Adaro Indonesia, one of the largest mining companies in Indonesia, whose parent company is listed on the Indonesia Stock Exchange with a market capitalization of $3.3bn as of December 30, 2020. |
• | An investment in Martabe, a gold and silver mine in Indonesia. |
• | Following the Asian financial crisis in 1998, our Founders led investments in BCA (2002), BTS Group Holdings Public Company Limited who operates part of Bangkok’s mass transit system (2006) and Semen Gresik (Persero) TBK., Indonesia’s largest cement company (2006). |
• | During the China growth and commodities boom, investments led by our Founders include PT Adaro Indonesia (2005) and Meiya Power Company Ltd (2007), as well as PT Kaltim Prima Coal (KPC) (2003), the Batu Hijau copper-gold mine (2009), PT Berau Coal Energy Tbk (2004), Talison Lithium Pty Ltd (2007), PT Energi Mega Persada Tbk, an Indonesian upstream oil and gas company (2004) and Aston Resources Ltd (2010). Our Founders notably led investments in Whitehaven Coal Limited (2008) and PT Apexindo Pratama Duta Tbk, an Indonesian drilling contractor with offshore and onshore drilling capacity (2008), during the Great Recession. |
• | From 2007 to date, our Founders focused on sectors demonstrating strong growth and restructuring opportunities, including PT Sarana Menara Nusantara Tbk (2007), the Martabe gold and silver mine (2015) and Hindustan Powerprojects Private Ltd., an electrical power developer in India (2016). |
• | Starting from 2015, our Founders have focused increasingly on global technology and fintech, leading investments in Grindr (2020), Sea Ltd. (2017), Gojek (2016), Didi Chuxing Technology Co., the Chinese ridesharing provider (2015), Beijing Mobike Technology Co., Ltd., who provides bicycle sharing solutions across Asia (2017) and Cosmose, Ltd (2019). |
• | possess a fundamentally sound business model and ability to generate superior returns over time, even though they may be misunderstood by the marketplace temporarily; |
• | will benefit from the global relationships and experience of the sponsor that can be used to further enhance their financial and operating performance; |
• | are at an inflection point, such as requiring additional capital or management expertise, and are able to innovate through new operational techniques or are at a stage where we believe we can drive improved business and financial performance; |
• | have an international expansion plan as part of their overall growth strategy and can leverage our operational experience and relationships in global markets; |
• | have talented and competent management teams and are led by entrepreneurs who are looking for a partner with our expertise to execute on the next stage of their growth; and |
• | have been materially impacted by possible market dislocations and would benefit from capital markets access. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | we issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of the number of ordinary shares then outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding; |
• | any of our directors, officers or substantial security holders (as defined by the NYSE rules) has a 5% or greater interest, directly or |
• | indirectly, in the target business or assets to be acquired and if the number of ordinary shares to be issued, or if the number of ordinary shares into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of ordinary shares or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of ordinary shares or 5% of the voting power outstanding before the issuance in the case of any substantial securityholders; or |
• | the issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
| | Redemptions in Connection with our Initial Business Combination | | | Other Permitted Purchases of Public Shares by our Affiliates | | | Redemptions if We Fail to Complete an Initial Business Combination | |
Calculation of redemption price | | | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with | | | If we seek shareholder approval of our initial business combination, our initial shareholders, directors, officers, advisors or their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our initial shareholders, directors, officers, advisors or their respective affiliates may pay in these transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer | | | If we are unable to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable) divided by the number of then outstanding public shares. |
| | Redemptions in Connection with our Initial Business Combination | | | Other Permitted Purchases of Public Shares by our Affiliates | | | Redemptions if We Fail to Complete an Initial Business Combination | |
| | the negotiation of terms of a proposed business combination. | | | rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. | | | ||
| | | | | | ||||
Impact to remaining shareholders | | | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | | | If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Escrow of offering proceeds | | | $200,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $170,100,000 of the offering proceeds, representing the gross proceeds of this offering, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. |
| | | | |||
Investment of net proceeds | | | $200,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Receipt of interest on escrowed funds | | | Interest on proceeds from the trust account to be paid to shareholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest, net of taxes payable, that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. |
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Limitation on fair value or net assets of target business | | | The NYSE rules require that an initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. |
| | | | |||
Trading of securities issued | | | The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC and Goldman Sachs (Asia) L.L.C. inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We anticipate filing such Current Report on Form 8-K four business days from the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. | | | No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. |
| | | | |||
Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. |
| | | |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Election to remain an investor | | | We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest (net of taxes payable), divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a shareholder vote. If we are not required by law and do not otherwise decide to hold a shareholder vote, we will, pursuant to our memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we obtain an ordinary resolution under Cayman Islands law, being the affirmative vote in favor of the business combination of a majority of the ordinary shares represented in person or by proxy and entitled to vote therein and who vote at a general meeting. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the Company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the Company’s registration statement, to decide if he, she or it elects to remain a shareholder of the Company or require the return of his, her or its investment. If the Company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. |
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| | | | |||
Business combination deadline | | | If we are unable to complete an initial business combination within 24 months from the closing of this offering or during any Extension Period, we 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 | | | If an initial business combination has not been completed within 18 months after the effective date of the Company’s registration statement, funds held in the trust or escrow account are returned to investors. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | | | ||
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Release of funds | | | Except for the withdrawal of interest to pay our income taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our memorandum and articles of association to (A) modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or during any Extension Period, or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity. | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. |
Name | | | Age | | | Position |
G. Raymond Zage, III | | | 51 | | | Chairman and CEO |
Ashish Gupta | | | 45 | | | Director and President |
Carman Wong | | | 48 | | | Director Nominee |
Diana Luo | | | 43 | | | Chief Financial Officer |
Peter Chambers | | | 65 | | | Chief Operating Officer |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and |
• | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors’ candidates for nomination for election at the annual general meeting or to fill vacancies on the board of directors; |
• | developing, recommending to the board of directors and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the Company; and |
• | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the Company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different sections of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the Company and their personal interests; and |
• | duty to exercise independent judgment. |
Individual | | | Entity | | | Entity’s Business | | | Affiliation |
G. Raymond Zage, III | | | Tiga Investments Pte. Ltd(1) | | | Holding Company | | | CEO |
| | Tiga Acquisition Corp. | | | Blank Check Company | | | CEO | |
| | Tiga Acquisition Corp. III | | | Blank Check Company | | | CEO | |
| | Tiga Acquisition Corp. IV | | | Blank Check Company | | | CEO | |
| | Tiga Acquisition Corp. V | | | Blank Check Company | | | CEO | |
| | Tiga Sponsor LLC | | | Holding Company | | | Manager | |
| | Tiga Sponsor III LLC | | | Holding Company | | | Manager | |
| | Tiga Sponsor IV LLC | | | Holding Company | | | Manager | |
| | Tiga Sponsor V LLC | | | Holding Company | | | Manager | |
| | EDBI Pte Ltd | | | Fund Management | | | Director | |
| | PT Lippo Karawaci Tbk | | | Real Property | | | Commissioner | |
| | PT Aplikasia Karya Anak Bangsa | | | Technology | | | Commissioner | |
| | Whitehaven Coal Limited | | | Resources | | | Director | |
| | Toshiba Corporation | | | Electronics | | | Director | |
| | Deposco, Inc. | | | Software | | | Director | |
| | Cosmose Limited | | | Technology | | | Director | |
| | DBag Shopping Limited | | | Services | | | Director | |
| | Farallon Capital Asia (S) Pte Ltd | | | Investment | | | Senior Advisor | |
Ashish Gupta | | | Lawl Pte. Ltd. | | | Investment | | | Director |
| | PT Bukit Makmur Mandiri Utama | | | Mining Services | | | Nominee Commissioner | |
| | Tiga Acquisition Corp. | | | Blank Check Company | | | President | |
| | Tiga Acquisition Corp. III | | | Blank Check Company | | | President | |
| | Tiga Acquisition Corp. IV | | | Blank Check Company | | | President | |
| | Tiga Acquisition Corp. V | | | Blank Check Company | | | President | |
| | Tiga Sponsor LLC | | | Holding Company | | | Manager | |
| | Tiga Sponsor III LLC | | | Holding Company | | | Manager | |
| | Tiga Sponsor IV LLC | | | Holding Company | | | Manager | |
| | Tiga Sponsor V LLC | | | Holding Company | | | Manager | |
| | Agincourt Resources (S) Ltd. | | | Resources | | | Director | |
| | Farallon Capital Asia (S) Pte Ltd | | | Investment | | | Advisor | |
Carman Wong | | | Tiga Acquisition Corp. | | | Blank Check Company | | | Director |
| | Tiga Acquisition Corp. III | | | Blank Check Company | | | Director | |
Diana Luo | | | Tiga Acquisition Corp. | | | Blank Check Company | | | CFO |
| | Tiga Acquisition Corp. III | | | Blank Check Company | | | CFO | |
| | Tiga Acquisition Corp. IV | | | Blank Check Company | | | CFO | |
| | Tiga Acquisition Corp. V | | | Blank Check Company | | | CFO | |
Peter Chambers | | | PT Kredit Pintar | | | FinTech | | | Director |
| | PT Bukit Makmur Mandiri Utama | | | Mining Services | | | Nominee Commissioner | |
| | PT Siloam Hospitals Tbk | | | Healthcare | | | Commissioner | |
| | PT Lippo Karawaci Tbk | | | Real Estate | | | Advisor / Member of the Audit Committee | |
| | Farallon Capital Asia (S) Pte Ltd | | | Investment | | | Advisor | |
| | PT BBIP | | | Mining Services | | | Director | |
| | Indo Mining Limited | | | Mining | | | Director | |
| | PT SRLabs | | | Technology | | | Director | |
| | Tiga Acquisition Corp. | | | Blank Check Company | | | COO | |
| | Tiga Acquisition Corp. III | | | Blank Check Company | | | COO | |
| | Tiga Acquisition Corp. IV | | | Blank Check Company | | | COO | |
| | Tiga Acquisition Corp. V | | | Blank Check Company | | | COO |
(1) | Includes all portfolio companies of Tiga Investments Pte. Ltd. Mr. Zage and Mr. Gupta also serve as directors of holding companies under Tiga Investments Pte. Ltd. |
• | Messrs. Zage and Gupta have formed and are actively engaged in Tiga Acquisition Corp. a special purpose acquisition company, which completed its initial public offering in November 2020. Tiga Acquisition Corp. may pursue initial business combination targets in a range of businesses, geographies or industries, and have until November 27, 2022 (assuming extensions of its time period to consummate a business combination, as provided for in its memorandum and articles of association) to do so (absent an extension in accordance with its memorandum and articles of association). |
• | Messrs. Zage and Gupta have formed and are actively engaged in Tiga Acquisition Corp. III a special purpose acquisition company, which intends to complete its initial public offering substantially concurrently with our own and may pursue initial business combination targets in a range of businesses, geographies or industries, and have two years from the closing of its initial public offering to do so (absent an extension in accordance with its memorandum and articles of association). |
• | In the course of their other business activities, our directors and officers may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated, including Tiga Acquisition Corp. and Tiga Acquisition Corp. III. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. While we expect that the determination of whether to present a particular business opportunity to us or to another blank check company affiliated with our sponsor will be made based on the amount of capital needed to consummate such business opportunity and the size of the relevant blank check company, such determination will be made by our sponsor and our directors and officers in their sole discretion, subject to their applicable fiduciary duties under Cayman Islands law. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Our executive officers and directors are not required to commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. Certain of our executive officers are engaged in several other business endeavors for which such officers may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | As of the date of this prospectus, our initial shareholders held an aggregate of 5,750,000 founder shares. |
• | Our sponsor purchased founder shares prior to the date of this prospectus, and our sponsor will purchase private placement warrants in a transaction that will close simultaneously with the closing of this offering. Our initial shareholders and officers have entered into a letter agreement, and the forward purchaser has entered into the forward purchase agreement, with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, forward purchase shares and public shares in connection with the completion of our initial business combination. Additionally, our initial shareholders, officers and the forward purchaser have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares and forward purchase shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Pursuant to a letter agreement, our initial shareholders and officers have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under “Principal Shareholders—Restrictions on Transfers of Founder Shares and Private Placement Warrants”. Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within |
• | Certain of our directors and officers will directly or indirectly own founder shares and/ or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; |
• | each of our executive officers, directors and director nominees that beneficially owns ordinary shares; and |
• | all our executive officers and directors as a group. |
| | | | Approximate Percentage of Outstanding Ordinary Shares | |||||
Name and Address of Beneficial Owner(1) | | | Number of Shares Beneficially Owned(2) | | | Before Offering | | | After Offering(2) |
Tiga Sponsor II LLC | | | 5,730,000 | | | 99.7% | | | 19.9% |
G. Raymond Zage, III(3) | | | 5,730,000 | | | 99.7% | | | 19.9% |
Ashish Gupta(3) | | | 5,730,000 | | | 99.7% | | | 19.9% |
Carman Wong | | | 20,000 | | | 0.3% | | | 0.1% |
Diana Luo | | | — | | | — | | | — |
Peter Chambers | | | — | | | — | | | — |
All directors, director nominees and executive officers as a group (five individuals) | | | 5,750,000 | | | 100.0% | | | 20.0% |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Tiga Acquisition Corp. II, 250 North Bridge Road, #24-00, Raffles City Tower, Singapore 179101. |
(2) | Interests shown consist solely of shares of Class B ordinary shares which are referred to herein as founder shares. Such shares will automatically convert into shares of Class A ordinary shares on the first business day following the completion of our initial business combination on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.” |
(3) | Tiga Sponsor II LLC, our sponsor, is the record holder of the Class B ordinary shares reported herein. The managers of our sponsor, Messrs. Zage and Gupta, by virtue of their shared control over our sponsor, may be deemed to beneficially own shares held by our sponsor. |
• | 20,000,000 Class A ordinary shares underlying the units issued as part of this offering; and |
• | 5,000,000 Class B ordinary shares held by our initial shareholders. |
• | the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member and the voting rights of the shares of each member; |
• | whether voting rights are attached to the share in issue; |
• | the date on which the name of any person was entered on the register as a member; and |
• | the date on which any person ceased to be a member. |
(i) | Public Shareholders’ Warrants and Forward Purchase Warrants |
(ii) | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like). |
(iii) | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below); |
• | if, and only if, the Reference Value (as defined above under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like); and |
• | if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
| | Fair Market Value of Class A Ordinary Shares | |||||||||||||||||||||||||
Redemption Date (period to expiration of warrants) | | | ≤$10.00 | | | $11.00 | | | $12.00 | | | $13.00 | | | $14.00 | | | $15.00 | | | $16.00 | | | $17.00 | | | $18.00≥ |
60 months | | | 0.261 | | | 0.281 | | | 0.297 | | | 0.311 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
57 months | | | 0.257 | | | 0.277 | | | 0.294 | | | 0.310 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
54 months | | | 0.252 | | | 0.272 | | | 0.291 | | | 0.307 | | | 0.322 | | | 0.335 | | | 0.347 | | | 0.357 | | | 0.361 |
51 months | | | 0.246 | | | 0.268 | | | 0.287 | | | 0.304 | | | 0.320 | | | 0.333 | | | 0.346 | | | 0.357 | | | 0.361 |
48 months | | | 0.241 | | | 0.263 | | | 0.283 | | | 0.301 | | | 0.317 | | | 0.332 | | | 0.344 | | | 0.356 | | | 0.361 |
45 months | | | 0.235 | | | 0.258 | | | 0.279 | | | 0.298 | | | 0.315 | | | 0.330 | | | 0.343 | | | 0.356 | | | 0.361 |
42 months | | | 0.228 | | | 0.252 | | | 0.274 | | | 0.294 | | | 0.312 | | | 0.328 | | | 0.342 | | | 0.355 | | | 0.361 |
39 months | | | 0.221 | | | 0.246 | | | 0.269 | | | 0.290 | | | 0.309 | | | 0.325 | | | 0.340 | | | 0.354 | | | 0.361 |
36 months | | | 0.213 | | | 0.239 | | | 0.263 | | | 0.285 | | | 0.305 | | | 0.323 | | | 0.339 | | | 0.353 | | | 0.361 |
33 months | | | 0.205 | | | 0.232 | | | 0.257 | | | 0.280 | | | 0.301 | | | 0.320 | | | 0.337 | | | 0.352 | | | 0.361 |
30 months | | | 0.196 | | | 0.224 | | | 0.250 | | | 0.274 | | | 0.297 | | | 0.316 | | | 0.335 | | | 0.351 | | | 0.361 |
27 months | | | 0.185 | | | 0.214 | | | 0.242 | | | 0.268 | | | 0.291 | | | 0.313 | | | 0.332 | | | 0.350 | | | 0.361 |
24 months | | | 0.173 | | | 0.204 | | | 0.233 | | | 0.260 | | | 0.285 | | | 0.308 | | | 0.329 | | | 0.348 | | | 0.361 |
21 months | | | 0.161 | | | 0.193 | | | 0.223 | | | 0.252 | | | 0.279 | | | 0.304 | | | 0.326 | | | 0.347 | | | 0.361 |
18 months | | | 0.146 | | | 0.179 | | | 0.211 | | | 0.242 | | | 0.271 | | | 0.298 | | | 0.322 | | | 0.345 | | | 0.361 |
15 months | | | 0.130 | | | 0.164 | | | 0.197 | | | 0.230 | | | 0.262 | | | 0.291 | | | 0.317 | | | 0.342 | | | 0.361 |
12 months | | | 0.111 | | | 0.146 | | | 0.181 | | | 0.216 | | | 0.250 | | | 0.282 | | | 0.312 | | | 0.339 | | | 0.361 |
9 months | | | 0.090 | | | 0.125 | | | 0.162 | | | 0.199 | | | 0.237 | | | 0.272 | | | 0.305 | | | 0.336 | | | 0.361 |
6 months | | | 0.065 | | | 0.099 | | | 0.137 | | | 0.178 | | | 0.219 | | | 0.259 | | | 0.296 | | | 0.331 | | | 0.361 |
3 months | | | 0.034 | | | 0.065 | | | 0.104 | | | 0.150 | | | 0.197 | | | 0.243 | | | 0.286 | | | 0.326 | | | 0.361 |
0 months | | | — | | | — | | | 0.042 | | | 0.115 | | | 0.179 | | | 0.233 | | | 0.281 | | | 0.323 | | | 0.361 |
(iv) | Private Placement Warrants |
• | we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with; |
• | the shareholders have been fairly represented at the meeting in question; |
• | the arrangement is such as a businessman would reasonably approve; and |
• | the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law or that would amount to a “fraud on the minority.” |
• | a company is acting, or proposing to act, illegally or beyond the scope of its authority; |
• | the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or |
• | those who control the Company are perpetrating a “fraud on the minority.” |
• | an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies; |
• | an exempted company’s register of members is not open to inspection; |
• | an exempted company does not have to hold an annual general meeting; |
• | an exempted company may issue shares with no par value; |
• | an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
• | an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
• | an exempted company may register as a limited duration company; and |
• | an exempted company may register as a segregated portfolio company. |
• | If we have not completed an initial business combination within 24 months from the closing of this offering or during any Extension Period, our initial shareholders and officers have agreed we will (i) cease all |
• | Prior to or in connection with our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on our initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination; |
• | Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our executive officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or from an independent accounting firm that such a business combination is fair to our company from a financial point of view; |
• | If a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act; |
• | Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination; |
• | If our shareholders approve an amendment to our memorandum and articles of association that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within 24 months from the closing of this offering or during any Extension Period, we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval 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 funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable) divided by the number of the then outstanding public shares, subject to the limitations described herein; and |
• | We will not effectuate our initial business combination with another blank check company or a similar company with nominal operations. |
• | where this is necessary for the performance of our rights and obligations under any purchase agreements; |
• | where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or |
• | where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms. |
(i) | Rule 144 |
• | 1% of the total number of ordinary shares then outstanding, which will equal 250,000 shares immediately after this offering (or 287,500 shares if the underwriters exercise their over-allotment option in full); or |
• | the average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
1. | That no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and |
2. | In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: |
2.1 | On or in respect of the shares, debentures or other obligations of the Company; or |
2.2 | by way of the withholding in whole or part, of any relevant payment as defined in the Tax Concessions Law. |
• | persons owning founder’s shares; |
• | financial institutions or financial services entities; |
• | broker-dealers; |
• | taxpayers that are subject to the mark-to-market accounting rules; |
• | tax-exempt entities; |
• | governments or agencies or instrumentalities thereof; |
• | insurance companies; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | expatriates or former long-term residents of the United States; |
• | persons that actually or constructively own five percent or more of our voting shares or ten percent or more of the Company (by vote or value); |
• | persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation; |
• | persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; or |
• | U.S. Holders whose functional currency is not the U.S. dollar. |
• | the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Class A ordinary shares or warrants; |
• | the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income; |
• | the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
• | an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder. |
• | a non-resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax as expatriates); |
• | a foreign corporation; or |
• | an estate or trust that is not a U.S. Holder; |
Underwriter | | | Number of Units |
Credit Suisse Securities (USA) LLC | | | |
Goldman Sachs (Asia) L.L.C. | | | |
Total | | | 20,000,000 |
| | Per Unit(1) | | | Total(1) | |||||||
| | Without Over- allotment | | | With Over- allotment | | | Without Over- allotment | | | With Over- allotment | |
Underwriting Discounts and Commissions paid by us | | | $0.55 | | | $0.55 | | | $11,000,000 | | | $12,650,000 |
(1) | Includes $0.35 per unit, or $7,000,000 (or $8,050,000 if the over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of Class A ordinary shares sold as part of the units in this offering, as described in this prospectus. |
• | Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. |
• | Over-allotment involves sales by the underwriters of units in excess of the number of units the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of units over-allotted by the underwriters is not greater than the number of units that they may purchase in the over-allotment option. In a naked short position, the number of units involved is greater than the number of units in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing units in the open market. |
• | Syndicate covering transactions involve purchases of the units in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of units to close out the short position, the underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the price at which they may purchase units through the over-allotment option. If the underwriters sell more units than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying units in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in this offering. |
• | Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the units originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. |
(a) | to any legal entity which is a qualified investor as defined under the Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or |
(c) | in any other circumstances falling within Article 1(4) of the Prospectus Regulation, |
(a) | to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than qualified investors as defined in the UK Prospectus Regulation) in the United Kingdom subject to obtaining the prior consent of the manager for any such offer; or |
(c) | at any time in any other circumstances falling within section 86 of the FSMA, |
(a) | it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) to persons who have professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to the Company; and |
(b) | it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the units in, from or otherwise involving the United Kingdom. |
• | the purchaser is entitled under applicable provincial securities laws to purchase the units without the benefit of a prospectus qualified under those securities laws as it is an “accredited investor” as defined under National Instrument 45-106—Prospectus Exemptions or Section 73.3 of the Securities Act (Ontario), as applicable; |
• | the purchaser is a “permitted client” as defined in National Instrument 31-103—Registration Requirements, Exemptions and Ongoing Registrant Obligations; |
• | where required by law, the purchaser is purchasing as principal and not as agent; and |
• | the purchaser has reviewed the text above under Resale Restrictions. |
| | Page | |
Audited Financial Statements of Tiga Acquisition Corp. II: | | | |
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| |
ASSETS | | | |
Deferred offering costs | | | $116,985 |
TOTAL ASSETS | | | $116,985 |
| | ||
LIABILITIES AND SHAREHOLDER’S EQUITY | | | |
Accrued offering costs | | | 96,985 |
Total Current Liabilities | | | 96,985 |
| | ||
Commitments and Contingencies | | | |
| | ||
Shareholder’s Equity | | | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | | | — |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding | | | — |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding(1) | | | 575 |
Additional paid-in capital | | | 24,425 |
Accumulated deficit | | | (5,000) |
Total Shareholder’s Equity | | | 20,000 |
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY | | | $116,985 |
(1) | Includes an aggregate of up to 750,000 Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 5). |
Formation and operating costs | | | $(5,000) |
Net loss | | | $(5,000) |
| | ||
Weighted average ordinary shares outstanding, basic and diluted(1) | | | 5,000,000 |
| | ||
Basic and diluted net loss per Class B ordinary share | | | $(0.00) |
(1) | Excludes an aggregate of up to 750,000 Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 5) |
| | Class B Ordinary Shares | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholder’s Equity | ||||
| | Shares | | | Amount | | |||||||||
Balance – January 12, 2021 (inception) | | | — | | | $— | | | $— | | | $— | | | $— |
Issuance of Class B ordinary shares to Sponsor(1) | | | 5,750,000 | | | 575 | | | 24,425 | | | — | | | 25,000 |
Net loss | | | — | | | — | | | — | | | (5,000) | | | (5,000) |
Balance – February 9, 2021 | | | 5,750,000 | | | $575 | | | $24,425 | | | $(5,000) | | | $20,000 |
(1) | Includes an aggregate of up to 750,000 Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 5). |
Cash Flows from Operating Activities: | | | |
Net loss | | | $(5,000) |
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 | | | — |
| | ||
Net Change in Cash | | | — |
Cash – Beginning of period | | | — |
Cash – End of period | | | $— |
| | ||
Non-cash investing and financing activities: | | | |
Deferred offering costs included in accrued offering costs | | | $96,985 |
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares | | | $20,000 |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like). |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; |
• | if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like); and |
• | if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Item 13. | Other Expenses of Issuance and Distribution. |
SEC/FINRA expenses | | | $60,000 |
Accounting fees and expenses | | | 100,000 |
Printing and engraving expenses | | | 40,000 |
Travel and road show expenses | | | — |
Legal fees and expenses | | | 395,000 |
Listing and filing fees | | | 85,000 |
Director & Officers liability insurance premiums(1) | | | 300,000 |
Miscellaneous | | | 20,000 |
Total | | | $1,000,000 |
(1) | This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination. |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
Exhibit No. | | | Description |
1.1* | | | Form of Underwriting Agreement. |
3.1** | | | Memorandum and Articles of Association. |
3.2** | | | Form of Amended and Restated Memorandum and Articles of Association. |
4.1** | | | Form of Specimen Unit Certificate. |
4.2** | | | Form of Specimen Ordinary Share Certificate. |
4.3* | | | Form of Specimen Warrant Certificate (included in Exhibit 4.4). |
4.4* | | | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. |
5.1** | | | Form of Opinion of Milbank LLP. |
5.2** | | | Form of Opinion of Maples and Calder (Cayman) LLP, Cayman Islands Legal Counsel to the Registrant. |
10.1** | | | Form of Letter Agreement among the Registrant, Tiga Sponsor II LLC and each of the directors and officers of the Registrant. |
10.2** | | | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. |
10.3** | | | Form of Registration Rights Agreement among the Registrant, Tiga Sponsor II LLC and the Holders signatory thereto. |
10.4** | | | Form of Private Placement Warrants Purchase Agreement between the Registrant and the Holders signatory thereto. |
10.5** | | | Form of Indemnity Agreement for directors and officers of the Registrant. |
10.6** | | | Promissory Note, dated as of January 12, 2021, issued to Tiga Sponsor II LLC. |
10.7** | | | Securities Subscription Agreement, dated as of January 12, 2021 between Tiga Sponsor II LLC and the Registrant. |
10.8** | | | Form of Administrative Services Agreement between the Registrant and Tiga Investments Pte Ltd. |
10.9** | | | Form of Forward Purchase Agreement between Tiga Sponsor II LLC and the Registrant. |
14** | | | Form of Code of Business Conduct and Ethics. |
23.1* | | | Consent of WithumSmith+Brown, PC. |
23.2** | | | Consent of Milbank LLP (included on Exhibit 5.1). |
99.1** | | | Form of Audit Committee Charter. |
99.2** | | | Form of Compensation Committee Charter. |
99.3** | | | Form of Nominating and Corporate Governance Committee Charter. |
99.4** | | | Consent of Carman Wong. |
* | Filed herewith |
** | Previously filed |
Item 17. | Undertakings. |
(a) | The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. |
(b) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
(c) | The undersigned registrant hereby undertakes that: |
(1) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(2) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(4) | For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
i. | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
ii. | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant; |
iii. | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
iv. | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
Exhibit No. | | | Description |
| | Form of Underwriting Agreement. | |
| | Memorandum and Articles of Association. | |
| | Form of Amended and Restated Memorandum and Articles of Association. | |
| | Form of Specimen Unit Certificate. | |
| | Form of Specimen Ordinary Share Certificate. | |
| | Form of Specimen Warrant Certificate (included in Exhibit 4.4). | |
| | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. | |
| | Form of Opinion of Milbank LLP. | |
| | Form of Opinion of Maples and Calder (Cayman) LLP, Cayman Islands Legal Counsel to the Registrant. | |
| | Form of Letter Agreement among the Registrant, Tiga Sponsor II LLC. and each of the directors and officers of the Registrant. | |
| | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. | |
| | Form of Registration Rights Agreement among the Registrant, Tiga Sponsor II LLC and the Holders signatory thereto. | |
| | Form of Private Placement Warrants Purchase Agreement between the Registrant and the Holders signatory thereto. | |
| | Form of Indemnity Agreement for directors and officers of the Registrant. | |
| | Promissory Note, dated as of January 12, 2021, issued to Tiga Sponsor II LLC. | |
| | Securities Subscription Agreement, dated as of January 12, 2021 between Tiga Sponsor II LLC and the Registrant. | |
| | Form of Administrative Services Agreement between the Registrant and Tiga Investments Pte Ltd. | |
| | Form of Forward Purchase Agreement between Tiga Sponsor II LLC and the Registrant. | |
| | Form of Code of Business Conduct and Ethics. | |
| | Consent of WithumSmith+Brown, PC. | |
| | Consent of Milbank LLP (included on Exhibit 5.1). | |
| | Audit Committee Charter | |
| | Compensation Committee Charter | |
| | Nominating Committee Charter | |
| | Consent of Carman Wong |
* | Filed herewith |
** | Previously filed |
| | TIGA ACQUISITION CORP. II | ||||
| | | | |||
| | By: | | | /s/ G. Raymond Zage, III | |
| | | | Name: G. Raymond Zage, III | ||
| | | | Title: Chairman, Director and CEO |
Signature | | | Position | | | Date |
| | | | |||
/s/ G. Raymond Zage, III | | | Chairman, Director and CEO (principal executive officer) | | | April 6, 2021 |
G. Raymond Zage, III | | | ||||
| | | | |||
/s/ Ashish Gupta | | | Director and President | | | April 6, 2021 |
Ashish Gupta | | | | | ||
| | | | |||
/s/ Diana Luo | | | Chief Financial Officer (principal financial and accounting officer) | | | April 6, 2021 |
Diana Luo | | | ||||
| | | |
| | By: | | | /s/ Donald J. Puglisi | |
| | | | Name: Donald J. Puglisi | ||
| | | | Title: Authorized Representative |
A. |
Investment Management Trust Agreement. The Company has entered into an Investment
Management Trust Agreement, dated the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement,
pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued.
|
B. |
Warrant Agreement. The Company has entered into a Warrant Agreement, dated the date
hereof (the “Warrant Agreement”), with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private Placement Warrants with CST, as
warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the
Warrants, the Forward Purchase Warrants and the Private Placement Warrants.
|
C. |
Founders Purchase Agreement. The Company has entered into a Securities Subscription
Agreement, dated January 12, 2021 (the “Founder’s Purchase Agreement”), with Tiga Sponsor II LLC, Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate
purchase price of $25,000 (the “Founder Shares”). The
Founder Shares are automatically convertible into Ordinary Shares on the first business day following the closing of the initial Business Combination, and up to 750,000 of the Founder Shares are subject to forfeiture depending on the extent
to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the
Prospectus.
|
D. |
Warrant Subscription Agreement. The Company has entered into a Private Placement
Warrants Purchase Agreement, dated the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the
Registration Statement, pursuant to which the Sponsor has agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised), at a price
of $1.50 per warrant, each such warrant (a “Private Placement Warrant”), exercisable to purchase one Ordinary Share for a purchase price of $11.50 per share. The Private Placement Warrants are substantially similar to the Warrants included
in the Units, except as described in the Warrant Agreement, Registration Statement, the Statutory Prospectus and the Prospectus.
|
E. |
Forward Purchase Agreement. The Company has entered into a Forward Purchase Agreement,
dated [ ], 2021, with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement (the “Forward Purchase Agreement”), which
grants the Sponsor or its permitted transferees (the “Forward Purchaser”) an option to purchase, subject to the terms and conditions in such agreement, up to an
aggregate of 5,000,000 Ordinary Shares (the “Forward Purchase Shares”), plus up to an aggregate of 1,250,000 redeemable warrants (the “Forward Purchase Warrants”), each Forward Purchase Warrant entitling the holder to purchase one Ordinary Share at a purchase price of $11.50 per Ordinary Share, in one or more private
placement transactions to occur prior to or substantially concurrently with the closing of the initial Business Combination for an aggregate purchase price of up to $50,000,000.
|
F. |
Registration Rights Agreement. The Company has entered into a Registration Rights
Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and certain other parties thereto, in substantially the form filed as
Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of (i) the Private Placement Warrants, (ii) the Ordinary Shares underlying the Founder Shares and the Private
Placement Warrants and (iii) the Warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans provided by the Sponsor, if any. Pursuant to the Forward
Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants.
|
G. |
Letter Agreement. The Company has entered into a letter agreement, dated the date hereof
(the “Letter Agreement”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit
10.1, to the Registration Statement.
|
H. |
Administrative Services Agreement. The Company has entered into an Administrative
Services Agreement, dated the date hereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit
10.8 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, overhead expenses and related services.
|
TIGA ACQUISITION CORP. II
|
||
By:
|
||
Name: Diana Luo
|
||
Title: Chief Financial Officer
|
The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.
|
||
CREDIT SUISSE SECURITIES (USA) LLC
|
||
By:
|
||
Name: Frank McGee
|
||
Title: Managing Director
|
||
Acting on behalf of itself and as the Representative of the several Underwriters.
|
||
The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.
|
||
GOLDMAN SACHS (ASIA) L.L.C.
(Incorporated in Delaware, U.S.A. with limited liability)
|
||
By:
|
||
Name: Vikram Chavali
|
||
Title: Managing Director
|
||
Acting on behalf of itself and as the Representative of the several Underwriters.
|
Underwriter
|
Number of
Firm Securities
|
|||
Credit Suisse Securities (USA) LLC
|
||||
Goldman Sachs (Asia) L.L.C.
|
||||
Total
|
20,000,000
|
(a) |
to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member of the Sponsor or any of their affiliates or shareholders;
|
(b) |
in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization;
|
(c) |
in the case of an individual, by virtue of laws of descent and distribution upon death of such person;
|
(d) |
in the case of an individual, pursuant to a qualified domestic relations order;
|
(e) |
in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust;
|
(f) |
by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or
warrants were originally purchased;
|
(g) |
by virtue of the laws of the Cayman Islands upon termination and winding up of the Sponsor;
|
(h) |
in the event of the Company’s liquidation prior to the Company’s consummation of its Business Combination; or
|
(i) |
in the event that, subsequent to the Company’s consummation of its initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders
having the right to exchange their Class A ordinary shares for cash, securities or other property; provided, however, that in the case of clauses (a) through (g) these permitted transferees must enter into a written agreement agreeing to be
bound by these transfer restrictions and the other restrictions contained in the letter agreements (the “Permitted Transferees”).
|
(a) |
in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent;
|
(b) |
with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number
of Class A ordinary shares equal to (i) if in connection with a redemption of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined
below) and (ii) in all other scenarios the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the “Historical Fair Market Value” (as defined in this
subsection 3.3.1(b)) over the Warrant Price by (y) the Historical Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Historical Fair Market Value” shall mean the average last reported sale price of the Class A ordinary
shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent;
|
(c) |
on a cashless basis, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or
|
(d) |
on a cashless basis, as provided in Section 7.4 hereof.
|
Redemption Date
|
Redemption Fair Market Value of Class A ordinary shares
|
||||||||||||||||||
(period to
expiration
of warrants)
|
<10.00
|
11.00
|
12.00
|
13.00
|
14.00
|
15.00
|
16.00
|
17.00
|
>18.00
|
||||||||||
60 months
|
0.261
|
0.281
|
0.297
|
0.311
|
0.324
|
0.337
|
0.348
|
0.358
|
0.361
|
||||||||||
57 months
|
0.257
|
0.277
|
0.294
|
0.310
|
0.324
|
0.337
|
0.348
|
0.358
|
0.361
|
||||||||||
54 months
|
0.252
|
0.272
|
0.291
|
0.307
|
0.322
|
0.335
|
0.347
|
0.357
|
0.361
|
||||||||||
51 months
|
0.246
|
0.268
|
0.287
|
0.304
|
0.320
|
0.333
|
0.346
|
0.357
|
0.361
|
||||||||||
48 months
|
0.241
|
0.263
|
0.283
|
0.301
|
0.317
|
0.332
|
0.344
|
0.356
|
0.361
|
||||||||||
45 months
|
0.235
|
0.258
|
0.279
|
0.298
|
0.315
|
0.330
|
0.343
|
0.356
|
0.361
|
||||||||||
42 months
|
0.228
|
0.252
|
0.274
|
0.294
|
0.312
|
0.328
|
0.342
|
0.355
|
0.361
|
||||||||||
39 months
|
0.221
|
0.246
|
0.269
|
0.290
|
0.309
|
0.325
|
0.340
|
0.354
|
0.361
|
||||||||||
36 months
|
0.213
|
0.239
|
0.263
|
0.285
|
0.305
|
0.323
|
0.339
|
0.353
|
0.361
|
||||||||||
33 months
|
0.205
|
0.232
|
0.257
|
0.280
|
0.301
|
0.320
|
0.337
|
0.352
|
0.361
|
||||||||||
30 months
|
0.196
|
0.224
|
0.250
|
0.274
|
0.297
|
0.316
|
0.335
|
0.351
|
0.361
|
||||||||||
27 months
|
0.185
|
0.214
|
0.242
|
0.268
|
0.291
|
0.313
|
0.332
|
0.350
|
0.361
|
||||||||||
24 months
|
0.173
|
0.204
|
0.233
|
0.260
|
0.285
|
0.308
|
0.329
|
0.348
|
0.361
|
||||||||||
21 months
|
0.161
|
0.193
|
0.223
|
0.252
|
0.279
|
0.304
|
0.326
|
0.347
|
0.361
|
||||||||||
18 months
|
0.146
|
0.179
|
0.211
|
0.242
|
0.271
|
0.298
|
0.322
|
0.345
|
0.361
|
||||||||||
15 months
|
0.130
|
0.164
|
0.197
|
0.230
|
0.262
|
0.291
|
0.317
|
0.342
|
0.361
|
||||||||||
12 months
|
0.111
|
0.146
|
0.181
|
0.216
|
0.250
|
0.282
|
0.312
|
0.339
|
0.361
|
||||||||||
9 months
|
0.090
|
0.125
|
0.162
|
0.199
|
0.237
|
0.272
|
0.305
|
0.336
|
0.361
|
||||||||||
6 months
|
0.065
|
0.099
|
0.137
|
0.178
|
0.219
|
0.259
|
0.296
|
0.331
|
0.361
|
||||||||||
3 months
|
0.034
|
0.065
|
0.104
|
0.150
|
0.197
|
0.243
|
0.286
|
0.326
|
0.361
|
||||||||||
0 months
|
—
|
—
|
0.042
|
0.115
|
0.179
|
0.233
|
0.281
|
0.323
|
0.361
|
|
TIGA ACQUISITION CORP. II | |
|
|
|
|
||
|
By: |
|
|
Name: |
Diana Luo |
|
Title: |
Chief Financial Officer
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY | |
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By: |
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Name: |
Erika Young |
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Title: |
Vice President
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TIGA ACQUISITION CORP. II | ||
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By: |
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Name: |
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Authorized Signatory |
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, | ||
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as Warrant Agent By | ||
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By: |
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Name: |
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Title: |
Date: , 20 |
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(Signature) |
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(Address) |
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(Tax Identification Number) |
Signature |
Guaranteed: |
/s/ WithumSmith+Brown, PC
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New York, New York
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April 5, 2021
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