Grindr and Tiga Acquisition Corp. Announce Effectiveness of Registration Statement on Form S-4; Date of TAC's Extraordinary General Meeting to Approve Proposed Business Combination
The SEC has declared effective the Registration Statement on Form S-4 for the business combination between Grindr and Tiga Acquisition Corp (NYSE: TINV). This marks a crucial step towards Grindr's public listing. The virtual extraordinary general meeting is scheduled for November 15, 2022, where stockholders will vote on the merger. Following the approval, TAC will be renamed Grindr Inc., with common stock listed on NYSE under the ticker 'GRND'. Grindr is recognized as the largest social network for the LGBTQ community, aiming to connect users globally.
- SEC approval of the Registration Statement paves the way for Grindr's public listing.
- Grindr's strong community presence may enhance market positioning post-merger.
- Anticipated listing on NYSE under ticker 'GRND' could attract more investors.
- Approval from TAC stockholders is still pending, representing uncertainty.
- Possible integration challenges may arise from the merger.
- Forward-looking statements highlight risks related to closing the business combination.
“Grindr is a strong business, powered by a dynamic mission and a vibrant community,” said
“We are excited to hit this important milestone on our path to bringing Grindr public and representing the LGBTQ community in the public markets,” said
TAC expects to hold a virtual extraordinary general meeting (the “Meeting”) via live webcast at www.virtualshareholdermeeting.com/TINV2022SM on
About Grindr
With millions of monthly active users in virtually every country in the world, Grindr has grown to become a fundamental part of the LGBTQ+ community since its launch in 2009. Grindr continues to expand its ecosystem to enable gay, bi, trans and queer people to connect, express themselves, and discover the world around them. Grindr is headquartered in
About
TAC is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. TAC seeks to capitalize on the more than 46 years of combined financing and investment experience of its founders
Forward Looking Statements
This document may contain a number of “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding Grindr’s and TAC’s expectations with respect to the closing of the Business Combination transaction between Grindr and TAC; the satisfaction of the closing conditions to the proposed Business Combination transaction; the timing of the completion of the proposed Business Combination transaction.
These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside TAC’s or Grindr’s management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive merger agreement between TAC and Grindr (the “Merger Agreement”) and the proposed Business Combination contemplated thereby; (b) the inability to complete the proposed Business Combination due to the failure to obtain approval of the shareholders of TAC or other conditions to closing in the Merger Agreement; (c) the ability to meet the NYSE’s listing standards following the consummation of the proposed Business Combination; (d) the risk that any required regulatory approvals are not obtained, delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Business Combination; (e) the risk that the proposed Business Combination disrupts current plans and operations of Grindr or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (f) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (g) costs related to the proposed Business Combination; (h) changes in applicable laws or regulations, including legal or regulatory developments which could result in the need for TAC to restate its historical financial statements and cause unforeseen delays in the timing of the proposed Business Combination and negatively impact the trading price of TAC’s securities and the attractiveness of the proposed Business Combination to investors; (i) the possibility that Grindr may be adversely affected by other economic, business and/or competitive factors; (j) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; (k) the risk of downturns in the travel and hospitality industry, including residual effects of the COVID-19 pandemic and monkeypox; and (l) costs related to the transaction and the failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Registration Statement on Form S-4 referenced above and discussed below and other documents filed by TAC from time to time with the
Except as required by law, neither TAC nor Grindr undertakes any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this release. Additional risks and uncertainties are identified and discussed in TAC’s reports filed with the
Additional Information About the Proposed Business Combination and Where to Find It
The proposed Business Combination will be submitted to stockholders of TAC for their consideration and approval at an extraordinary general meeting of stockholders. TAC filed an amended registration statement on Form S-4 (with the
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
TAC, Grindr and certain of their respective directors, executive officers and other members of management and employees may, under
No Offer or Solicitation
This document does not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any proposed transaction. This document also does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor will there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
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For Grindr:
For
Patrick.Lenihan@grindr.com
Investors:
Ellipsis
IR@grindr.com
Media:
Press@grindr.com
For
CFO@tigaacquisitioncorp.com
Source: Grindr
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