UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No.1 to

FORM 10-Q/A

(MARK ONE)

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

For the quarter ended September 30, 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 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 December 28, 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/A FOR THE QUARTER ENDED SEPTEMBER 30, 2021

TABLE OF CONTENTS

		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020 (Restated)	1

	Unaudited Condensed Statements of Operations for the Three and Nine months Ended September 30, 2021 and for the period from July 27, 2020 (inception) through September 30, 2020	2

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine months Ended September 30, 2021 and for the period from July 27, 2020 (inception) through September 30, 2020	3

	Unaudited Condensed Statement of Cash Flows for the Nine months Ended September 30, 2021 and for the period from July 27, 2020 (inception) through September 30, 2020	4

	Notes to Unaudited Condensed Financial Statements (Restated)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22

Item 4.	Control and Procedures	22

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	24

SIGNATURES		25

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EXPLANATORY NOTE

Tiga Acquisition Corp. (the “Company,” “Tiga,” “we,” “us” or “our”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (this “Amended Form 10-Q”) to amend and restate certain terms in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 originally filed with the Securities and Exchange Commission (the “SEC”) on November 10, 2021 (the “Original Quarterly Report”).

Background of Restatement

The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “Initial Public Offering”) on November 27, 2020. Historically, a portion of the Public Shares were classified as permanent equity to maintain shareholders’ equity greater than $5,000,000 on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated memorandum and articles of association (the “Charter”). Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of ordinary shares. This presentation contemplates a business combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income and losses of the Company.

Following the filing of the Original Quarterly Report, the Company’s management, together with the Audit Committee, re-evaluated whether the reclassification adjustment related to temporary equity and permanent equity should be restated as of the Initial Public Offering date and the next subsequent reporting periods. Following such re-evaluation, the Company’s management, together with the Audit Committee determined that the Company’s financial statements and other financial data (i) as unaudited interim financial statements as of and for the three months ended March 31, 2021, and (ii) unaudited interim financial statements as of and for the three and six months ended June 30, 2021 (collectively, the “Affected Periods”) should be restated through the filing of this Amended Form 10-Q. The Affected Periods have been restated in Note 2 of this Amended Form 10-Q, with the restatements resulting in a change in the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. Further, there is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss) but earnings per share was impacted due to a change in presentation relating to the restatements.

The financial information that has been previously filed or otherwise reported for the period ended September 30, 2021 is superseded by the information in this Amended Form 10-Q, and the financial statements and related financial information contained in the Original Quarterly Report, filed on November 10, 2021, including the filings for the Affected Periods should no longer be relied upon. On December 23, 2021, the Company filed a report on Form 8-K disclosing the non-reliance on the financial statements included in the Original Quarterly Report, as well as the Form 8-K for the Post-Initial Public Offering Audited Balance Sheet as of November 27, 2020 filed on December 3, 2020, the Amended Form 10-K for the year ended December 31, 2020, filed on June 22, 2021 the Form 10-Q for the period ended March 31, 2021 filed on June 22, 2021, and the Form 10-Q for the period ended June 30, 2021 filed on August 13, 2021.

Internal Control Considerations

In connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of September 30, 2021. The Company’s management has concluded that, in light of the errors described above, and the filing of the Form 10-Q, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective as a result thereof. Management plans to enhance the system of evaluating and implementing the accounting standards that apply to our financial statements, including enhanced training of our personnel and increased communication among our personnel and third-party professionals with whom we consult regarding application of complex financial instruments. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part I, Item 4, “Controls and Procedures” of this Amended Form 10-Q.

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TIGA ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	September 30, 2021			December 31, 2020
	(Unaudited)			(Restated)
ASSETS
Current Assets
Cash	$	337,775		$	1,144,776
Prepaid expenses		173,625			262,499
Total Current Assets		511,400			1,407,275

Investments held in Trust Account		281,592,750			278,774,646
Total Assets	$	282,104,150		$	280,181,921

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accrued expenses	$	669,711		$	37,067
Accrued offering costs		—			26,780
Total Current Liabilities		669,711			63,847

Forward Purchase Agreement liability		5,467,762			6,757,777
Warrant liability		19,009,781			39,232,167
Deferred underwriting fee payable		9,660,000			9,660,000
Total Liabilities		34,807,254			55,713,791

Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 27,600,000 shares at approximately $10.20 and $10.10 per share as of September 30, 2021 and December 31, 2020		281,520,000			278,760,000

Shareholders’ Deficit
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; excluding 27,600,000 shares subject to possible redemption at September 30, 2021 and December 31, 2020, respectively		—			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020		690			690
Additional paid-in capital		—			—
Accumulated deficit		(34,223,794	)		(54,292,560	)
Total Shareholders’ Deficit		(34,223,104	)		(54,291,870	)
Total Liabilities and Shareholders’ Deficit	$	282,104,150		$	280,181,921

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

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TIGA ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For The Three Months Ended September 30, 2021			For The Nine Months Ended September 30, 2021			For the Period from July 27, 2020 (Inception) through September 30, 2020

Operating costs	$	666,952		$	1,501,739		$	5,129
Loss from operations		(666,952	)		(1,501,739	)		(5,129	)

Other income:
Interest earned on investments held in Trust Account		23,028			58,104			—
Change in fair value of warrant liabilities		11,368,775			22,902,838			—
FV of private placement warrant in excess of purchase price		—			79,548			—
Change in fair value of forward purchase agreement liabilities		1,105,906			1,290,015			—
Total other income, net		12,497,709			24,330,505			—

Net income (loss)	$	11,830,757		$	22,828,766		$	(5,129	)

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	$	0.34		$	0.66		$	—
Weighted average shares outstanding of Class B ordinary shares		6,900,000			6,900,000			6,900,000
Basic and diluted net income per share, Class B ordinary	$	0.34		$	0.66		$	—

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

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TIGA ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

(Unaudited) (Revised)

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, as restated (see Note 2)		6,900,000	$	690	$	—	$	(54,292,560	)	$	(54,291,870	)

Net income		—		—		—		5,572,126			5,572,126
Balance – March 31, 2021, as restated (see Note 2)		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, as restated (see Note 2)		6,900,000		690		—		(46,054,551	)		(46,053,861	)

Net income		—		—		—		11,830,757			11,830,757
Balance – September 30, 2021		6,900,000	$	690	$	—	$	(34,223,794	)	$	(34,223,104	)

FOR THE PERIOD FROM JULY 27, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020

	Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Capital		Deficit			Equity
Balance – July 27, 2020 (inception)		—	$	—	$	—	$	—		$	—

Issuance of Class B ordinary shares to Sponsors		6,900,000		690		24,310		—			25,000

Net loss		—		—		—		(5,129	)		(5,129	)
Balance – September 30, 2020		6,900,000	$	690	$	24,310	$	(5,129	)	$	19,871

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

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TIGA ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine months Ended September 30,			For the Period from July 27, 2020 (Inception) Through September 30,
	2021			2020
Cash Flows from Operating Activities:
Net income (loss)	$	22,828,766		$	(5,129	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liabilities		(22,902,838	)		—
Change in fair value of forward purchase agreement liabilities		(1,290,015	)		—
Compensation expense on Private Placement warrants		(79,548	)		—
Interest earned on investments held in Trust Account		(58,104	)		—
Formation cost paid by Sponsor in exchange for issuance of founder shares		—			5,000
Changes in operating assets and liabilities:
Prepaid expenses		88,874			—
Accrued expenses		632,644			—
Net cash used in operating activities		(780,221	)		(129	)

Cash Flows from Investing Activities:
Investment of cash into trust Account		(2,760,000	)		—
Net cash used in investing activities		(2,760,000	)		—

Cash Flows from Financing Activities:
Advances from related party		—			700,000
Proceeds from promissory note – related party		—			300,000
Payment of offering costs		—			(51,480	)
Proceeds from sale of Private Placements Warrants		2,760,000			—
Payment of offering costs		(26,780	)		—
Net cash provided by financing activities		2,733,220			948,520

Net Change in Cash		(807,001	)		948,391
Cash – Beginning of period		1,144,776			—
Cash – End of period	$	337,775		$	948,391

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	—		$

SEC Form 10-Q/A filed by Tiga Acquisition Corp. (Amendment)