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, 2022

☐	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.)

Ocean Financial Centre Level 40, 10 Collyer Quay, Singapore Singapore		049315
(Address of principal executive offices)		(Zip Code)

+65 6808 6288

(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 May 16, 2022, 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, 2022

TABLE OF CONTENTS

		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	1

	Condensed Statements of Operations for the Three months Ended March 31, 2022 and 2021 (Unaudited)	2

	Condensed Statements of Changes in Shareholders’ Deficit for the Three months Ended March 31, 2022 and 2021 (Unaudited)	3

	Condensed Statements of Cash Flows for the Three months Ended March 31, 2022 and 2021 (Unaudited)	4

	Notes to Condensed Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24

Item 4.	Control and Procedures	24

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

SIGNATURES		27

	March 31, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current Assets
Cash	$	199,358		$	17,499
Prepaid expenses		166,750			123,750
Total Current Assets		366,108			141,249

Cash and Investments held in Trust Account		284,419,506			284,379,776
Total Assets	$	284,785,614		$	284,521,025

LIABILITIES, COMMITMENTS AND CONTINGENCIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accrued expenses	$	940,393		$	559,183
Promissory note - related party		1,050,000			—
Total Current Liabilities		1,990,393			559,183

Forward Purchase Agreement liabilities		4,789,885			5,008,045
Warrant liabilities		12,262,224			21,220,018
Deferred underwriting fee payable		9,660,000			9,660,000
Total Liabilities		28,702,502			36,447,246

Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,600,000 shares at redemption value of $10.30 per share as of March 31, 2022 and December 31, 2021		284,280,000			284,280,000

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued or outstanding, excluding 27,600,000 shares subject to possible redemption at March 31, 2022 and December 31, 2021		—			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021		690			690
Additional paid-in capital		—			—
Accumulated deficit		(28,197,578	)		(36,206,911	)
Total Shareholders’ Deficit		(28,196,888	)		(36,206,221	)
Total Liabilities, Commitments and Contingencies and Shareholders’ Deficit	$	284,785,614		$	284,521,025

	Three Months Ended March 31,
	2022			2021

Operating costs	$	1,206,351		$	184,784
Loss from operations		(1,206,351	)		(184,784	)

Other income (expense):
Interest earned on investments held in Trust Account		39,730			31,721
Change in fair value of warrant liabilities		8,957,794			7,328,958
Change in fair value of forward purchase agreement liabilities		218,160			(1,603,769	)
Total other income, net		9,215,684			5,756,910

Net income	$	8,009,333		$	5,572,126

Weighted average shares outstanding of Class A ordinary shares		27,600,000			27,600,000
Basic and diluted net income per share, Class A ordinary shares	$	0.23		$	0.16
Weighted average shares outstanding of Class B ordinary shares		6,900,000			6,900,000
Basic and diluted net income per share, Class B ordinary shares	$	0.23		$	0.16

	Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2022		6,900,000	$	690	$	—	$	(36,206,911	)	$	(36,206,221	)

Net income		—		—		—		8,009,333			8,009,333
Balance – March 31, 2022 (unaudited)		6,900,000	$	690	$	—	$	(28,197,578	)	$	(28,196,888	)

	Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2021		6,900,000	$	690	$	—	$	(54,292,560	)	$	(54,291,870	)

Net income		—		—		—		5,572,126			5,572,126
Balance – March 31, 2021 (unaudited)		6,900,000	$	690	$	—	$	(48,720,434	)	$	(48,719,744	)

Gross proceeds	$	278,760,000
Less:
Proceeds allocated to Public Warrants		(15,897,248	)
Class A ordinary shares issuance costs		(17,568,199	)
Add:
Accretion of carrying value to redemption value		33,465,447
Class A ordinary shares subject to possible redemption at December 31, 2020		278,760,000
Plus:
Accretion of carrying value to redemption value		5,520,000
Class A ordinary shares subject to possible redemption at December 31, 2021 and March 31, 2022	$	284,280,000

SEC Form 10-Q filed by Tiga Acquisition Corp.