8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15\(D\) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 31, 2021

TIGA ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

+65 6338 2132

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

On April 12, 2021, the Securities and Exchange Commission (the “SEC”) released a public statement (the “Public Statement”) informing market participants that warrants issued by special purpose acquisition companies may require classification as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings. Tiga Acquisition Corp. (the “Company”) has previously classified its private placement warrants and public warrants (collectively, the “warrants”) issued in connection with its initial public offering in November 2020 as components of equity. The Company also expected to classify the warrants to be issued under the forward purchase agreement entered into with the sponsor in connection with its initial public offering as components of equity. For a full description of the Company’s warrants and the forward purchase agreement, please refer to the Company’s final prospectus filed in connection with its initial public offering on November 23, 2020 (the “Final Prospectus”).

Following review of the Public Statement, the Company’s management further evaluated the warrants and the forward purchase agreement under Accounting Standards Codification Subtopic 815-40, Contracts in Entity’s Own Equity. Based on management’s evaluation, on May 31, 2021, the Audit Committee of the Board of Directors (the “Audit Committee”) of the Company, in consultation with management of the Company and WithumSmith+Brown, PC, the Company’s independent registered public accounting firm, concluded that the warrants and the forward purchase agreement did not meet the criteria to be classified in stockholders’ equity, and should have been classified as liabilities in the Company’s previously issued financial statements, and accordingly, the Company’s previously issued financial statements as of December 31, 2020 and for the period from July 27, 2020 (inception) through December 31, 2020, as well as its financial data as of November 27, 2020, and other financial data related to the foregoing periods should no longer be relied upon.

Following the filing of this Form 8-K, the Company intends to file its amended Form 10-K that will include restated financial statements as of December 31, 2020 and for the period from July 27, 2020 (inception) through December 31, 2020, as well as its financial data as of November 27, 2020.

The Company’s prior accounting for the warrants and the forward purchase agreement as components of equity instead of as liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash.

The Company’s management and Audit Committee have discussed the matters disclosed in this Item 4.02 with the Company’s independent registered public accounting firm, WithumSmith+Brown, PC.

In connection with the restatement, the Company’s management reassessed the effectiveness of its disclosure controls and procedures for the periods affected by the restatement. As a result of that reassessment, the Company’s management determined that its disclosure controls and procedures for such periods were not effective with respect to the classification of the Company’s warrants and forward purchase agreement as components of equity instead of as liabilities as well as the related determination of the fair value of warrant liabilities, additional paid-in capital and accumulated deficit, and related financial disclosures.

On June 1, 2021, the Company issued a press release announcing it had received a Notice from the NYSE Regarding its late Form 10-Q filing, which is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

3

Exhibit 99.1

Tiga Acquisition Corp. Receives NYSE Notice Regarding Late Form 10-Q Filing

SINGAPORE--(BUSINESS WIRE)--Tiga Acquisition Corp. (the “Company”) announced today that it has received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Q1 2021 Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) on or prior to the due date thereof or by the extended filing due date provided by Rule 12b-25.

The NYSE informed the Company that, under NYSE rules, the Company will have six months from May 24, 2021 to file the Q1 2021 Form 10-Q with the SEC. The Company can regain compliance with the NYSE listing standards at any time prior to that date by filing its Q1 2021 Form 10-Q.  If the Company fails to file the Q1 2021 Form 10-Q before the NYSE’s compliance deadline, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The notice from the NYSE also notes that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.

As the Company reported in its Form 12b-25 filed with the SEC on May 18, 2021, the Company has been working diligently to complete the Q1 2021 Form 10-Q as soon as practicable; however, as a result of the considerable time and dedication of resources of the Company’s management and its outside professionals required to complete the assessment of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” issued by the Staff of the SEC (the “SEC Staff Statement”), the Company was unable to file the Quarterly Report by the prescribed due date for the Quarterly Report without unreasonable effort or expense.

The Company has concluded that based on the SEC Staff Statement, its warrants and forward purchase agreement should be classified as liabilities measured at fair value, with subsequent changes in fair value recorded in the Company’s Statement of Operations at each reporting period.

The notice from the NYSE has no immediate effect on the listing of the Company’s securities on NYSE and indicates that the company has until November 24, 2021 to regain compliance. The Company expects to file the Q1 2021 Form 10-Q well ahead of this deadline and regain compliance.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including without limitation the Company’s current expectations and intentions with respect to the filing of its Q1 2021 Form 10-Q. No assurance can be given that the filing discussed above will be completed within the time period provided for by the NYSE, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company.

Investor Contact:

Diana Luo, Tiga Acquisition Corp.

CFO@tigaacquisitioncorp.com