Grindr LLC entered into letter of intent to acquire Tiga Acquisition Corp. (NYSE:TINV) from Tiga Sponsor LLC, Beryl Capital Management LLC, Millennium Management LLC, Sculptor Capital LP and others for $1.6 billion in a reverse merger transaction on January 12, 2022. Grindr LLC entered into a definitive agreement to acquire Tiga Acquisition Corp. from Tiga Sponsor LLC, Beryl Capital Management LLC, Millennium Management LLC, Sculptor Capital LP and others in a reverse merger transaction on May 9, 2022. In connection with the merger, each of the then issued and outstanding Class A ordinary shares, will convert automatically, on a one-for-one basis, into a share of common stock of New Grindr (the “New Grindr Common Stock”). Each of the issued and outstanding Class B ordinary shares of Tiga (the “Tiga Class B Ordinary Shares”), will convert automatically, on a one-for-one basis, into a share of New Grindr Common Stock. The combined company will have an estimated post-transaction enterprise value of $2.1 billion. Cash proceeds raised will consist of TAC's approximately $284 million of cash in trust and up to $100 million in additional cash equity from a forward purchase agreement. Assuming no redemptions, the current Grindr equity holders will roll approximately 78% of their existing equity holdings into equity of the combined company. Upon completion of the transaction, the combined company will be named Grindr Inc. The New Grindr Board shall be comprised of nine directors, and the majority of the directors shall be independent directors. At the Closing, the initial composition of the New Grindr Board is expected to include James Fu Bin Lu, G. Raymond Zage, III, J. Michael Gearon, Jr., Nathan Richardson, Daniel Brooks Baer, George Arison, Gary I. Horowitz, Meghan Stabler and Maggie Lower. G. Raymond Zage, Chairman and Chief Executive Officer of TAC, will serve as a member of the Grindr Board, along with Jeff Bonforte, current Chief Executive Officer of Grindr, and Lu, who will continue as Chair post-transaction. Current investor and former Atlanta Hawks owner, J. Michael Gearon will also remain on the Board post-transaction.

The transaction is subject to regulatory approvals, the approval of Tiga's shareholders, Grindr unitholder approval, the Proxy Statement / Registration Statement shall have become effective under the Securities Act,  the applicable waiting period under the HSR Act applicable to the transactions contemplated by this Agreement shall have expired or been terminated, the Parties shall have received CFIUS approval, Tiga will have at least $5,000,001 of net tangible assets remaining after the share redemptions; and, the shares of New Grindr Common Stock to be issued in connection with the mergers will have been approved for listing on the NYSE, execution of Ancillary Agreements and other customary closing conditions. The business combination has been unanimously approved by the boards of managers and directors of both Grindr and TAC. The special committee of Tiga has unanimously approved the merger. TAC Board unanimously recommends that its shareholders vote for the business combination proposal. The business combination is expected to close in the second half of 2022. As of May 23, 2022, Tiga Acquisition Corp. has approved an extension of the time period to consummate a Business Combination to and including November 27, 2022. The 30-day HSR waiting period expired on June 22, 2022.Net proceeds raised from the transaction will be used to satisfy debt obligations and fund planned growth initiatives. As of November 15, 2022, the transaction is approved by shareholders of Tiga Acquisition Corp. The transaction is expected to close on November 18, 2022.

Dave Peinsipp, Jamie Leigh, Kristin VanderPas, Garth Osterman, Will Cai, Jeffrey Tolin and Aaron Pomeroy of Cooley LLP acted as legal advisors to Grindr. Kroll, LLC, operating through its Duff & Phelps Opinions Practice acted as financial advisor as well as Fairness Opinion provider to special committee of Tiga. Raine Securities LLC acted as financial advisor to Tiga. David H. Zemans, Terrence O'Donnell, Rod Miller, and Neil Whoriskey of Milbank LLP acted as legal advisors to TAC. Houlihan Lokey Financial Advisors, Inc acted as due diligence provider. Morris, Nichols, Arsht & Tunnell LLP acted as legal advisor to Special committee of Tiga. As compensation for Duff & Phelps' services in connection with the rendering of the Opinion to the Tiga Board, the Special Committee agreed to pay Duff & Phelps a fee of $600,000. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Tiga. Morrow Sodali LLC acted as proxy solicitor to Tiga for a fee of $30,000, plus disbursements.