Grindr SPAC Presentation Deck
RISK FACTORS
Risks Related to Tiga and the Business Combination
• The Sponsor and the independent directors of Tiga have agreed to vote in favor of the Business Combination, regardless of how Tiga's public shareholders vote.
The Sponsor, certain members of the Tiga board of directors and certain Tiga officers, including without limitation Mr. Zage and Mr. Gupta, who own 43% and 4.5% of Grindr, respectively, have interests in the Business
Combination that are different from or are in addition to other shareholders in recommending that shareholders vote in favor of approval of the business combination proposal and approval of the other proposals.
• Because the post-combination company will become a publicly-traded company by virtue of a merger as opposed to an underwritten initial public offering, the process does not use the services of one or more underwriters,
which could result in less diligence being conducted.
• The exercise of Tiga's directors and executive officers' discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the
terms of the Business Combination or waivers of conditions are appropriate and in Tiga's shareholders' best interest.
If Tiga is unable to complete the Business Combination or another initial business combination by May 27, 2022, unless extended at the Sponsor's option by an additional six months (until November 27, 2022 to complete a
business combination), Tiga will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining shareholders and the Tiga Board,
dissolving and liquidating. In such event, third parties may bring claims against Tiga and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by shareholders could
be less than $10.00 per share.
The proportionate ownership of Tiga's shareholders will be reduced as a consequence of, among other transactions, the issuance of New Grindr Equity Common Stock as consideration in the Business Combination, the
Forward Purchase Commitment and the Backstop Commitment. Having a minority share position in New Grindr will reduce the influence that Tiga's current shareholders have on the management of New Grindr following the
Business Combination.
• Warrants will become exercisable for New Grindr Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.
The Sponsor and existing members of Grindr and the Forward Purchase Investors will beneficially own a significant equity interest in New Grindr and may take actions that conflict with your interests. Our stockholders will
experience immediate dilution as a consequence of the issuance of New Grindr Common Stock as consideration in the Business Combination and may be further diluted following the closing of the Business Combination as a
result of the terms thereof. Having a minority share position may reduce the influence that our current stockholders have on the management of New Grindr.
CONFIDENTIAL
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