10-K/A 1 brhc10032183_10ka.htm 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 2

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

For the fiscal year ended December 31, 2020

☐ 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 Number)

250 North Bridge Road

#24-00, Raffles City Tower

Singapore 179101		N/A

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +65 6338 2132

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one- half of one redeemable warrant	TINV U	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	TINV	New York Stock Exchange
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	TINV WS	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 (1) has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and has been subject to such filing requirements for the past 90 days. 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 the 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐

The registrant was not a public company at June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, and therefore it cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates at such date. The registrant’s units began trading on the New York Stock Exchange on November 24, 2020 and the registrant’s Class A ordinary shares began separate trading on the New York Stock Exchange on January 14, 2021.

As of December 28, 2021, the Registrant had 27,600,000 of its Class A ordinary shares, $0.0001 par value per share, and 6,900,000 of its Class B ordinary shares, $0.0001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

PART I			5

	ITEM 1.	BUSINESS.	5

	ITEM 1A.	RISK FACTORS.	9

	ITEM IB.	UNRESOLVED STAFF COMMENTS.	40

	ITEM 2.	PROPERTIES.	40

	ITEM 3.	LEGAL PROCEEDINGS.	41

	ITEM 4.	MINE SAFETY DISCLOSURES.	41

PART II			42

	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	42

	ITEM 6.	SELECTED FINANCIAL DATA.	42

	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	42

	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	47

	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	47

	ITEM 9A.	CONTROLS AND PROCEDURES.	47

	ITEM 9B.	OTHER INFORMATION.	48

PART III			49

	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	49

	ITEM 11.	EXECUTIVE COMPENSATION.	57

	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	57

	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	58

	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.	59

PART IV			61

	ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	61

Name	Age	Position
G. Raymond Zage, III	50	Chairman and CEO
Ashish Gupta	45	Director and President
David Ryan	50	Independent Director
Carman Wong	48	Independent Director
Ben Falloon	49	Independent Director
Diana Luo	43	Chief Financial Officer
Peter Chambers	64	Chief Operating Officer

Individual	Entity	Entity’s Business	Affiliation
G. Raymond Zage, III	Tiga Investments Pte. Ltd(1)	Holding Company	CEO
	Tiga Acquisition Corp. II	Blank Check Company	CEO
	Tiga Acquisition Corp. III	Blank Check Company	CEO
	Tiga Acquisition Corp. IV	Blank Check Company	CEO
	Tiga Acquisition Corp. V	Blank Check Company	CEO
	Tiga Sponsor II LLC	Holding Company	Manager
	Tiga Sponsor III LLC	Holding Company	Manager
	Tiga Sponsor IV LLC	Holding Company	Manager
	Tiga Sponsor V LLC	Holding Company	Manager
	PT Lippo Karawaci Tbk	Real Property	Commissioner
	PT Aplikasia Karya Anak Bangsa	Technology	Commissioner
	Whitehaven Coal Limited	Resources	Director
	Toshiba Corporation	Electronics	Director
	Deposco, Inc.	Software	Director
	Cosmose Limited	Technology	Director
	DBag Shopping Limited	Services	Director
	Farallon Capital Asia (S) Pte Ltd	Investment	Senior Advisor
	EDBI Pte Ltd	Fund Management	Director
Ashish Gupta	Lawl Pte. Ltd.	Investment	Director
	Tiga Acquisition Corp. II	Blank Check Company	President
	Tiga Acquisition Corp. III	Blank Check Company	President
	Tiga Acquisition Corp. IV	Blank Check Company	President
	Tiga Acquisition Corp. V	Blank Check Company	President
	Tiga Sponsor II LLC	Holding Company	Manager
	Tiga Sponsor III LLC	Holding Company	Manager
	Tiga Sponsor IV LLC	Holding Company	Manager
	Tiga Sponsor V LLC	Holding Company	Manager
	Agincourt Resources (S) Ltd.	Resources	Director
	Farallon Capital Asia (S) Pte Ltd	Investment	Advisor
	PT Bukit Makmur Mandiri Utama	Mining Services	Nominee Commissioner
Carman Wong	Tiga Acquisition Corp. II	Blank Check Company	Director
	Tiga Acquisition Corp. III	Blank Check Company	Director
	Tiga Acquisition Corp. IV	Blank Check Company	Director Nominee
	Tiga Acquisition Corp. V	Blank Check Company	Director Nominee
Diana Luo	Tiga Acquisition Corp. II	Blank Check Company	CFO
	Tiga Acquisition Corp. III	Blank Check Company	CFO
	Tiga Acquisition Corp. IV	Blank Check Company	CFO
	Tiga Acquisition Corp. V	Blank Check Company	CFO

Peter Chambers	PT Kredit Pintar	FinTech	Director
	PT Bukit Makmur Mandiri Utama	Mining Services	Nominee Commissioner
	PT Siloam Hospitals Tbk	Healthcare	Commissioner
	PT Lippo Karawaci Tbk	Real Estate	Advisor / Member of the Audit Committee
	Farallon Capital Asia (S) Pte Ltd	Investment	Advisor
	PT BBIP	Mining Services	Director
	Indo Mining Limited	Mining	Director
	PT SRLabs	Technology	Director
	Tiga Acquisition Corp. II	Blank Check Company	COO
	Tiga Acquisition Corp. III	Blank Check Company	COO
	Tiga Acquisition Corp. IV	Blank Check Company	COO
	Tiga Acquisition Corp. V	Blank Check Company	COO

Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned		Percentage of Outstanding Ordinary Shares
Tiga Sponsor LLC(2)(3)		6,840,000		19.8	%
G. Raymond Zage, III(2)(3)		6,840,000		19.8	%
Ashish Gupta (2)(3)		6,840,000		19.8	%
David Ryan		20,000		*
Carman Wong		20,000		*
Ben Falloon		20,000		*
Diana Luo		-		-
Peter Chambers		-		-
Public Sector Pension Investment Board (4)		1,500,000		4.3	%

	Page No.
Report of Independent Registered Public Accounting Firm	F-1
Financial Statements:
Balance Sheet as of December 31, 2020 (As Restated)	F-2
Statement of Operations for the period from July 27, 2020 (inception) through December 31, 2020 (As Restated)	F-3
Statement of Changes in Shareholders’ Deficit for the period from July 27, 2020 (inception) through December 31, 2020 (As Restated)	F-4
Statement of Cash Flows for the period from July 27, 2020 (inception) through December 31, 2020 (As Restated)	F-5
Notes to Financial Statements (As Restated)	F-6

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