10-Q 1 brhc10025986_10q.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39714

TIGA ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

250 North Bridge Road #24-00, Raffles City Tower, Singapore		179101
(Address of principal executive offices)		(Zip Code)

+65 6338 2132

(Issuer’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	TINV.U	The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	TINV	The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	TINV WS	The New York Stock Exchange

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of June 22, 2021, there were 27,600,000 Class A ordinary shares, $0.0001 par value and 6,900,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

TIGA ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2021

TABLE OF CONTENTS

		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 2020	1

	Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 2021	2

	Unaudited Condensed Statement of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2021	3

	Unaudited Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19

Item 4.	Control and Procedures	19

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3.	Defaults Upon Senior Securities	20

Item 4.	Mine Safety Disclosures	20

Item 5.	Other Information	20

Item 6.	Exhibits	21

SIGNATURES		22

	March 31, 2021			December 31, 2020
	(Unaudited)
ASSETS
Current Assets
Cash	$	1,021,837		$	1,144,776
Prepaid expenses		236,401			262,499
Total Current Assets		1,258,238			1,407,275
Investments held in Trust Account		278,806,367			278,774,646
Total Assets	$	280,064,605		$	280,181,921

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accrued expenses	$	99,594		$	37,067
Accrued offering costs		—			26,780
Total Current Liabilities		99,594			63,847

FPA liability		8,361,546			6,757,777
Warrant liability		31,903,209			39,232,167
Deferred underwriting fee payable		9,660,000			9,660,000
Total Liabilities		50,024,349			55,713,791

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 22,277,508 and 21,728,375 shares at approximately $10.10 per share as of March 31, 2021 and December 31, 2020, respectively		225,040,249			219,468,122

Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 5,322,492 and 5,871,625 shares issued and outstanding (excluding 22,277,508 and 21,728,375 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively		532			587
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020		690			690
Additional paid-in capital		20,278,082			25,850,154
Accumulated deficit		(15,279,297	)		(20,851,423	)
Total Shareholders’ Equity		5,000,007			5,000,008
Total Liabilities and Shareholders’ Equity	$	280,064,605		$	280,181,921

Operating costs	$	184,784
Loss from operations		(184,784	)
Other income:
Interest earned on marketable securities held in Trust Account		31,721
Change in fair value of warrant liability		7,328,958
Change in fair value of FPA liability		(1,603,769	)
Other income, net		5,756,910
Net Income	$	5,572,126
Weighted average shares outstanding of Class A ordinary shares		27,600,000
Basic and diluted net income per share, Class A	$	—
Weighted average shares outstanding of Class B ordinary shares		6,900,000
Basic and diluted net income per share, Class B	$	0.80

	Class A Ordinary Shares						Class B Ordinary Shares				Additional Paid-in			Accumulated			Total Shareholders’
	Shares			Amount			Shares		Amount		Capital			Deficit			Equity
Balance – January 1, 2021		5,871,625		$	587			6,900,000	$	690	$	25,850,154		$	(20,851,423	)	$	5,000,008

Change in value of Class A Ordinary shares subject to possible redemption		(549,133	)		(55	)		—		—		(5,572,072	)		—			(5,572,127	)

Net income		—			—			—		—		—			5,572,126			5,572,126
Balance – March 31, 2021		5,322,492		$	532			6,900,000	$	690	$	20,278,082		$	(15,279,297	)	$	5,000,007

Cash Flows from Operating Activities:
Net income	$	5,572,126
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrants liability		(7,328,958	)
Change in fair value of FPA liability		1,603,769
Interest earned on marketable securities held in Trust Account		(31,721	)
Changes in operating assets and liabilities:
Prepaid expenses		26,098
Accrued expenses		62,527
Net cash used in operating activities		(96,159	)

Cash Flows from Financing Activities:
Payments of offering costs		(26,780	)
Net cash used in financing activities		(26,780	)

Net Change in Cash		(122,939	)
Cash – Beginning		1,144,776
Cash – Ending	$	1,021,837

Non-Cash Investing and Financing Activities:
Change in value of ordinary shares subject to possible redemption	$	5,572,127

	Three Months Ended March 31, 2021
Class A Ordinary Shares
Numerator: Earnings allocable to Class A Ordinary Shares
Interest Income		$	31,721
Net Earnings		$	31,721
Denominator: Weighted Average Class A Ordinary Shares
Class A Ordinary Shares, Basic and Diluted			27,600,000
Earnings/Basic and Diluted Class A Ordinary Shares		$	—

Class B Ordinary Shares
Numerator: Net Income Loss minus Net Earnings
Net Income		$	5,572,126
Net Earnings allocable to Class A Ordinary Shares		$	(31,721	)
Net Income		$	5,540,405
Denominator: Weighted Average Class B Ordinary Shares
Class B Ordinary Shares, Basic and Diluted			6,900,000
Income/Basic and Diluted Class B Ordinary Shares		$	0.80

	Held-To-Maturity	Level		Amortized Cost		Gross Holding Gain/(Loss)			Fair Value
March 31, 2021	U.S. Treasury Securities (Mature on 4/01/2021)		1	$	278,799,845	$	155		$	278,800,000

December 31, 2020	U.S. Treasury Securities (Mature on 2/25/2021)		1	$	278,773,543	$	(1,423	)	$	278,772,120

	Level		March 31, 2021		Level		December 31, 2020
Assets:
Cash and marketable securities held in Trust Account		1	$	278,806,522		1	$	278,774,646

Liabilities:
Warrant liability – public warrants		1	$	17,940,000		3	$	22,364,221
Warrant liability – initial private placement warrants		3		13,963,209		3		16,867,946
FPA liability – committed		3		3,476,114		3		2,947,167
FPA liability – optional		3		4,885,432		3		3,810,610

	As of March 31, 2021			As of 31 December, 2020
Warrants-initial private placement
Common stock price	$	10.04		$	9.77
Volatility		17.10	%		22.59	%
Expected life of the options to convert	5.83 years			5.95 years
Risk free rate		1.12	%		0.50	%
Dividend yield		0	%		0	%

FPA-committed
Common stock price	$	10.04		$	9.77
Time to maturity	0.83 year			0.95 year
Risk Free rate		0.06	%		0.10	%

FPA-optional
Common stock price	$	10.04		$	9.77
Volatility		15	%		10	%
Time to maturity	0.83 year			0.95 year
Risk Free rate		0.06	%		0.10	%

	Public Warrants			Initial Private Placement Warrants			Total Warrant Liability			Committed FPA		Optional FPA		Total FPA Liability
Fair value as of December 31, 2020	$	22,364,221		$	16,867,946		$	39,232,167		$	2,947,167	$	3,810,610	$	6,757,777
Change in fair value		(4,424,221	)		(2,904,737	)		(7,328,958	)		528,947		1,074,822		1,603,769
Fair value as of March 31, 2021	$	17,940,000		$	13,963,209		$	31,903,209		$	3,476,114	$	4,885,432	$	8,361,546

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

	TIGA ACQUISITION CORP.

Date: June 22, 2021		/s/ George Raymond Zage III
	Name:	George Raymond Zage III
	Title:	Chief Executive Office and Chairman
		(Principal Executive Officer)

Date: June 22, 2021		/s/ Diana Luo
	Name:	Diana Luo
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Tiga Acquisition Corp.