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 September 30, 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 November 7, 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 SEPTEMBER 30, 2022

TABLE OF CONTENTS

		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1

	Condensed Consolidated Statements of Operations for the Three and Nine months Ended September 30, 2022 and 2021 (Unaudited)	2

	Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Nine months Ended September 30, 2022 and 2021 (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Nine months Ended September 30, 2022 and 2021 (Unaudited)	4

	Notes to Condensed Consolidated Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28

Item 4.	Control and Procedures	28

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

PART III

SIGNATURES		31

Table of Contents

PART 1 – FINANCIAL INFORMATION

Item 1.

Financial Statements

TIGA ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current Assets
Cash	$	100,240		$	17,499
Prepaid expenses		47,000			123,750
Total Current Assets		147,240			141,249

Cash and Investments held in Trust Account		288,841,899			284,379,776
Total Assets	$	288,989,139		$	284,521,025

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accrued expenses	$	7,761,079		$	559,183
Convertible promissory note - related party		1,780,000			—
Total Current Liabilities		9,541,079			559,183

Forward Purchase Agreement liabilities		8,079,104			5,008,045
Warrant liabilities		22,328,400			21,220,018
Deferred underwriting fee payable		9,660,000			9,660,000
Total Liabilities		49,608,583			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 $10.47 and $10.30 per share as of September 30, 2022 and December 31, 2021, respectively		288,841,899			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 September 30, 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 September 30, 2022 and December 31, 2021		690			690
Additional paid-in capital		—			—
Accumulated deficit		(49,462,033	)		(36,206,911	)
Total Shareholders’ Deficit		(49,461,343	)		(36,206,221	)
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	288,989,139		$	284,521,025

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

TIGA ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022			2021

Operating costs	$	4,731,970		$	666,952		$	8,975,905		$	1,501,739
Loss from operations		(4,731,970	)		(666,952	)		(8,975,905	)		(1,501,739	)

Other (expense) income:
Interest earned on investments held in Trust Account		1,299,129			23,028			1,702,123			58,104
Fair value of private placement warrant in excess of purchase price		—			—			(81,153	)		79,548
Change in fair value of warrant liabilities		(3,193,590	)		11,368,775			1,732,771			22,902,838
Change in fair value of forward purchase agreement liabilities		(2,558,043	)		1,105,906			(3,071,059	)		1,290,015
Total other (expense) income, net		(4,452,504	)		12,497,709			282,682			24,330,505

Net (loss) income	$	(9,184,474	)	$	11,830,757		$	(8,693,223	)	$	22,828,766

Weighted average shares outstanding of Class A ordinary shares		27,600,000			27,600,000			27,600,000			27,600,000
Basic and diluted net (loss) income per share, Class A ordinary shares	$	(0.27	)	$	0.34		$	(0.25	)	$	0.66
Weighted average shares outstanding of Class B ordinary shares		6,900,000			6,900,000			6,900,000			6,900,000
Basic and diluted net (loss) income per share, Class B ordinary shares	$	(0.27	)	$	0.34		$	(0.25	)	$	0.66

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

TIGA ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

	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	)
Accretion for Class A ordinary shares to redemption amount		—		—		—		(3,262,770	)		(3,262,770	)
Net loss		—		—		—		(7,518,082	)		(7,518,082	)
Balance – June 30, 2022 (unaudited)		6,900,000	$	690	$	—	$	(38,978,430	)	$	(38,977,740	)
Accretion for Class A ordinary shares to redemption amount		—		—		—		(1,299,129	)		(1,299,129	)
Net loss		—		—		—		(9,184,474	)		(9,184,474	)
Balance – September 30, 2022 (unaudited)		6,900,000	$	690	$	—	$	(49,462,033	)	$	(49,461,343	)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

	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	)
Accretion for Class A ordinary shares to redemption amount		—		—		—		(2,760,000	)		(2,760,000	)
Net income		—		—		—		5,425,883			5,425,883
Balance – June 30, 2021 (unaudited)		6,900,000	$	690	$	—	$	(46,054,551	)	$	(46,053,861	)
Net income		—		—		—		11,830,757			11,830,757
Balance – September 30, 2021 (unaudited)

SEC Form 10-Q filed by Tiga Acquisition Corp.