Delaware | | | 7370 | | | 92-1079067 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification No.) |
Large accelerated filer | | | ☐ | | | | | Accelerated filer | | | ☐ | |
Non-accelerated filer | | | ☒ | | | | | Smaller reporting company | | | ☒ | |
| | | | | | Emerging growth company | | | ☒ |
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• | our success in retaining or recruiting our directors, officers, key employees, or other key personnel, and our success in managing any changes in such roles; |
• | the impact of the regulatory environment and complexities with compliance related to such environment, including maintaining compliance with privacy and data protection laws and regulations; |
• | our ability to respond to general economic conditions; |
• | factors relating to our and our subsidiaries’ business, operations and financial performance, including: |
○ | competition in the dating and social networking products and services industry; |
○ | the ability to maintain and attract users; |
○ | fluctuation in quarterly and yearly results; |
○ | the ability to adapt to changes in technology and user preferences in a timely and cost-effective manner; |
○ | the ability to protect systems and infrastructures from cyber-attacks and prevent unauthorized data access; |
○ | the dependence on the integrity of third-party systems and infrastructure; and |
○ | the ability to protect our intellectual property rights from unauthorized use by third parties. |
• | whether the concentration of our stock ownership and voting power limits our stockholders’ ability to influence corporate matters; |
• | the effects of macroeconomic and geopolitical events on our business, such as health epidemics, pandemics, natural disasters and wars or other regional conflicts; |
• | the ability to maintain the listing of our common stock and public warrants on the New York Stock Exchange (“NYSE”); and |
• | the increasingly competitive environment in which we operate. |
• | up to 6,900,000 Founder Shares; |
• | Up to 144,281,961 shares of Common Stock owned by certain equityholders of Legacy Grindr, pursuant to the A&R Registration Rights Agreement; |
• | up to 4,974,012 shares of Common Stock are issuable upon the exercise of the FPA Warrants; and |
• | up to 18,560,000 shares of Common Stock issuable upon the exercise of the Private Placement Warrants. |
| | Shares of Common Stock | | | Warrants to Purchase Common Stock | |||||||||||||||||||
Name of Selling Securityholder | | | Number Beneficially Owned Prior to Offering | | | Number Registered for Sale Hereby | | | Number Beneficially Owned After Offering | | | Percent Owned After Offering | | | Number Beneficially Owned Prior to Offering | | | Number Registered for Sale Hereby | | | Number Beneficially Owned After Offering | | | Percent Owned After Offering |
James Fu Bin Lu(1)(6) | | | 40,073,744 | | | 40,059,204 | | | 14,540 | | | * | | | 1,336,124 | | | 1,336,124 | | | — | | | — |
G. Raymond Zage, III(2)(6)(7) | | | 94,937,680 | | | 94,496,048 | | | 441,632 | | | * | | | 16,423,762 | | | 16,423,762 | | | — | | | — |
J. Michael Gearon, Jr.(3) | | | 15,482,649 | | | 15,468,109 | | | 14,540 | | | * | | | 519,775 | | | 519,775 | | | — | | | — |
Ashish Gupta(4) | | | 14,084,055 | | | 14,084,055 | | | — | | | — | | | 4,899,887 | | | 4,899,887 | | | — | | | — |
Jeremy Leonard Brest(5)(6)(7) | | | 13,012,357 | | | 13,012,357 | | | — | | | — | | | 2,154,784 | | | 2,154,784 | | | — | | | — |
David Ryan | | | 20,000 | | | 20,000 | | | — | | | — | | | — | | | — | | | — | | | — |
Carman Wong | | | 20,000 | | | 20,000 | | | — | | | — | | | — | | | — | | | — | | | — |
Ben Falloon | | | 20,000 | | | 20,000 | | | — | | | — | | | — | | | — | | | — | | | — |
* | Less than one percent. |
(1) | Mr. Lu is the chairperson of our board of directors. Consists of (i) 38,723,080 shares of Common Stock held by Longview Capital SVH LLC, a Washington limited liability company (“Longview SVH”), (ii) 1,336,124 shares of Common Stock issuable upon the exercise of Warrants held by Longview SVH, (iii) 10,395 shares of Common Stock held by Mr. Lu and (iv) restricted stock units held by Mr. Lu to purchase 4,145 shares of Common Stock within 60 days of November 27, 2023. Mr. Lu’s beneficial ownership includes the 1,100,365 shares of Common Stock that may be issued upon exchange of three exchangeable notes (the “Exchangeable Notes”) issued by Longview Grindr Holdings Ltd. See Note (6) below. Longview SVH is 100% owned by Longview Grindr Holdings Limited, a British Virgin Islands company (“Longview Grindr”), which in turn is 100% owned by Longview Capital Holdings LLC (“Longview”), which is 100% owned by Mr. Lu. Mr. Lu, Longview Grindr and Longview may be deemed to have the right to exercise voting and investment power over the shares held by Longview SVH. Mr. Lu, Longview Grindr and Longview each disclaim any beneficial ownership of the securities held by Longview SVH, respectively, other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Longview SVH has pledged 38,425,923 shares of Common Stock and 1,336,124 Warrants exercisable into shares of Common Stock to certain lenders in connection with a financing arrangement. The business address for Mr. Lu, Longview SVH, Longview Grindr and Longview is 428 East Street Ste E, Grinnell, IA 50112. |
(2) | Mr. Zage is a member of our board of directors. Mr. Zage was also the former chairman and Chief Executive Officer of Tiga and resigned in connection with the Business Combination. Consists of (i) 72,014,649 shares of Common Stock held by Tiga SVH Investments Limited, a Cayman Islands company (“Tiga SVH”), (ii) 935,953 shares of Common Stock held by Tiga Investments Pte. Ltd., a Singapore company (“Tiga Investments”), (iii) 2,503,762 shares of Common Stock issuable upon the exercise of Warrants held by Tiga SVH, (iv) 5,560,000 shares of Common Stock held by Mr. Zage, (v) 13,920,000 shares of Common Stock issuable upon the exercise of Warrants held by Mr. Zage, and (vi) restricted stock units held by Mr. Zage to purchase 3,316 shares of Common Stock within 60 days of November 27, 2023. Mr. Zage’s beneficial ownership includes 663,480 shares of Common Stock and 1,800,320 Warrants exercisable into shares of Common Stock held by Tiga Investments for which certain participation rights have been granted to Mr. Brest and for which Mr. Zage and Mr. Brest share power to vote or direct the vote of such securities. See Note (7) below. Mr. Zage’s beneficial ownership does not include the 550,318 shares of Common Stock that may be issued to Big Timber Holdings, LLC, which is controlled by Mr. Zage, upon exchange of the three Exchangeable Notes issued by Longview Grindr Holdings Ltd. See Note (6) below. Tiga SVH is 100% owned by Tiga Investments, which is in turn 100% owned by Mr. Zage. Tiga Investments and Mr. Zage may be deemed to have the right to exercise voting and investment power over the shares held by Tiga SVH. Tiga Investments and Mr. Zage each disclaim any beneficial ownership of the securities held by Tiga SVH, respectively, other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Tiga SVH has pledged 72,006,333 shares of Common Stock and Warrants exercisable for 2,503,762 shares of Common Stock to certain lenders in connection with a financing arrangement. The business address for Mr. Zage, Tiga SVH and Tiga Investments is Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315. |
(3) | Mr. Gearon is a member of our board of directors. Consists of (i) 14,948,334 shares of Common Stock held by 28th Street Ventures LLC, a Georgia limited liability company (“28th Street”), (ii) 519,775 shares of Common Stock issuable upon the exercise of Warrants held by 28th Street, (iii) 10,395 shares of Common Stock held by Mr. Gearon and (iv) restricted stock units held by Mr. Gearon to purchase 4,145 shares of Common Stock within 60 days of November 27, 2023. Mr. Gearon and The 1997 Gearon Family Trust, by virtue of each of their 50% beneficial ownership of 28th Street, may be deemed to have the right to exercise voting and investment power over the securities held by 28th Street. Mr. Gearon and The 1997 Gearon Family Trust disclaim any beneficial ownership of the securities held by 28th Street, respectively, other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The business address for 28th Street, Mr. Gearon and The 1997 Gearon Family Trust is 3350 Riverwood Parkway, Suite 425, Atlanta, GA 30339. |
(4) | Consists of (i) 9,184,168 shares of Common Stock and (ii) 4,899,887 shares of Common Stock issuable upon the exercise of Warrants held by Mr. Gupta. Mr. Gupta has pledged 7,474,168 shares of Common Stock and 259,887 Warrants exercisable into shares of Common Stock to certain lenders in connection with a financing arrangement. The business address for Mr. Gupta is Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315. |
(5) | Consists of (i) 10,194,093 shares of Common Stock and 354,464 Warrants exercisable into shares of Common Stock, all of which have been pledged to certain lenders in connection with a financing arrangement, and (ii) 663,480 shares of Common Stock and Warrants exercisable into 1,800,320 shares of Common Stock, all of which are subject to the Participation Agreement described in note (7) below. Mr. Brest’s beneficial ownership does not include the 550,318 shares of Common Stock that may be issued upon exchange of three Exchangeable Notes issued by Longview Grindr Holdings Ltd. and held by Mr. Brest. See Note (6) below. The business address for Mr. Brest is 20A Cluny Park, Singapore 259634. |
(6) | On September 15, 2023, Longview Grindr Holdings Limited, which is controlled by Mr. Lu, issued three Exchangeable Notes that are exchangeable into an aggregate of 1,100,365 shares of Common Stock (the “Exchange Shares”) to Mr. Brest, which shares may be adjusted subject to certain events. On the same date, Mr. Brest transferred 50% in aggregate principle amount of each of the Exchangeable Notes to Big Timber Holdings, LLC, which is controlled by Mr. Zage, after which each of Messrs. Brest and Zage owned Exchangeable Notes which are exchangeable into an aggregate of 550,318 shares of Common Stock each. Each of the three tranches of Exchangeable Notes accrue interest that will be added to the principal amount for purposes of calculating the Exchange Shares. As of November 27, 2023, Messrs. Brest and Big Timber Holdings, LLC cannot exchange any of the Exchangeable Notes into shares of Common Stock as their exchangeability is subject to certain material contingencies outside their control, and as a result, Messrs. Brest and Zage do not consider the shares of Common Stock underlying the Exchangeable Notes as being beneficially owned by either of them. |
(7) | Mr. Brest and Tiga Investments, which is controlled by Mr. Zage, entered into a Participation Agreement on September 15, 2023, pursuant to which, Tiga Investments granted certain participation rights over 663,480 shares of Common Stock and Warrants exercisable into 1,800,320 shares of Common Stock (collectively, the “Participation Assets”) to Mr. Brest. By virtue of the granted participation, among other things, Tiga Investments retained the legal title to the Participation Assets but agreed to consult with and act in accordance with Mr. Brest’s instructions in taking or refraining from taking any material action (excluding administrative matters) to and in relation to the voting and other ancillary rights of and attributable to the Participation Assets. In addition, Tiga Investments must, upon request, take all commercially reasonable steps necessary to arrange for the participation to be converted into a direct interest in the Participation Assets, subject to the certain availability conditions as disclosed in the Participation Agreement. This description of the Participation Agreement is qualified in its entirety by the terms of the Participation Agreement, which is attached an exhibit to the Schedule 13D/A filed by Mr. Zage on September 26, 2023. Since Tiga Investments and Mr. Brest may be deemed to have the shared right to exercise voting and investment power over the Participation Assets, Mr. Brest’s and Mr. Zage’s holdings include the Participation Assets. |
• | in whole and not in part; |
• | at a price of $0.01 per Public Warrant; |
• | upon a minimum of thirty (30) days’ prior written notice of redemption, to each warrant holder; and |
• | if, and only if, the closing price of Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock recapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30)-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Public Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of shares of Common Stock (as defined below) except as otherwise described below; |
• | if, and only if, the closing price of Common Stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock recapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within the thirty (30)-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and |
• | if the closing price of Common Stock for any twenty (20) trading days within a thirty (30)-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock recapitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
| | Fair Market Value of Common Stock | |||||||||||||||||||||||||
Redemption Date (period to expiration of Public Warrants) | | | ≤$10.00 | | | $11.00 | | | $12.00 | | | $13.00 | | | $14.00 | | | $15.00 | | | $16.00 | | | $17.00 | | | $18.00≥ |
60 months | | | 0.261 | | | 0.281 | | | 0.297 | | | 0.311 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
57 months | | | 0.257 | | | 0.277 | | | 0.294 | | | 0.310 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
54 months | | | 0.252 | | | 0.272 | | | 0.291 | | | 0.307 | | | 0.322 | | | 0.335 | | | 0.347 | | | 0.357 | | | 0.361 |
51 months | | | 0.246 | | | 0.268 | | | 0.287 | | | 0.304 | | | 0.320 | | | 0.333 | | | 0.346 | | | 0.357 | | | 0.361 |
48 months | | | 0.241 | | | 0.263 | | | 0.283 | | | 0.301 | | | 0.317 | | | 0.332 | | | 0.344 | | | 0.356 | | | 0.361 |
45 months | | | 0.235 | | | 0.258 | | | 0.279 | | | 0.298 | | | 0.315 | | | 0.330 | | | 0.343 | | | 0.356 | | | 0.361 |
42 months | | | 0.228 | | | 0.252 | | | 0.274 | | | 0.294 | | | 0.312 | | | 0.328 | | | 0.342 | | | 0.355 | | | 0.361 |
39 months | | | 0.221 | | | 0.246 | | | 0.269 | | | 0.290 | | | 0.309 | | | 0.325 | | | 0.340 | | | 0.354 | | | 0.361 |
36 months | | | 0.213 | | | 0.239 | | | 0.263 | | | 0.285 | | | 0.305 | | | 0.323 | | | 0.339 | | | 0.353 | | | 0.361 |
33 months | | | 0.205 | | | 0.232 | | | 0.257 | | | 0.280 | | | 0.301 | | | 0.320 | | | 0.337 | | | 0.352 | | | 0.361 |
30 months | | | 0.196 | | | 0.224 | | | 0.250 | | | 0.274 | | | 0.297 | | | 0.316 | | | 0.335 | | | 0.351 | | | 0.361 |
27 months | | | 0.185 | | | 0.214 | | | 0.242 | | | 0.268 | | | 0.291 | | | 0.313 | | | 0.332 | | | 0.350 | | | 0.361 |
24 months | | | 0.173 | | | 0.204 | | | 0.233 | | | 0.260 | | | 0.285 | | | 0.308 | | | 0.329 | | | 0.348 | | | 0.361 |
21 months | | | 0.161 | | | 0.193 | | | 0.223 | | | 0.252 | | | 0.279 | | | 0.304 | | | 0.326 | | | 0.347 | | | 0.361 |
18 months | | | 0.146 | | | 0.179 | | | 0.211 | | | 0.242 | | | 0.271 | | | 0.298 | | | 0.322 | | | 0.345 | | | 0.361 |
15 months | | | 0.130 | | | 0.164 | | | 0.197 | | | 0.230 | | | 0.262 | | | 0.291 | | | 0.317 | | | 0.342 | | | 0.361 |
12 months | | | 0.111 | | | 0.146 | | | 0.181 | | | 0.216 | | | 0.250 | | | 0.282 | | | 0.312 | | | 0.339 | | | 0.361 |
9 months | | | 0.090 | | | 0.125 | | | 0.162 | | | 0.199 | | | 0.237 | | | 0.272 | | | 0.305 | | | 0.336 | | | 0.361 |
6 months | | | 0.065 | | | 0.099 | | | 0.137 | | | 0.178 | | | 0.219 | | | 0.259 | | | 0.296 | | | 0.331 | | | 0.361 |
3 months | | | 0.034 | | | 0.065 | | | 0.104 | | | 0.150 | | | 0.197 | | | 0.243 | | | 0.286 | | | 0.326 | | | 0.361 |
0 months | | | — | | | — | | | 0.042 | | | 0.115 | | | 0.179 | | | 0.233 | | | 0.281 | | | 0.323 | | | 0.361 |
• | an individual who is a citizen or resident of the United States; |
• | a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States or of any state thereof or the District of Columbia; |
• | an estate, the income of which is subject to U.S. federal income tax regardless of its source; or |
• | trust if (a) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons have the authority to control all of the trust’s substantial decisions or (b) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person. |
• | the gain is effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States (and, if an applicable tax treaty so requires, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder); |
• | the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or |
• | we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the non-U.S. Holder held our Common Stock or Warrants and, in the case where shares of our Common Stock are regularly traded on an established securities market, (i) the non-U.S. Holder is disposing of our Common Stock and has owned, directly or constructively, more than 5% of our Common Stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our Common Stock or (ii), in the case where our Warrants are regularly traded on an established securities market, the non-U.S. Holder is disposing of our Warrants and has owned, directly or constructively, more than 5% of our Warrants at any time within the within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our Warrants. There can be no assurance that our Common Stock or Warrants will be treated as regularly traded or not regularly traded on an established securities market for this purpose. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter distribution in accordance with the rules of NYSE; |
• | through trading plans entered into by a selling securityholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | short sales; |
• | distribution to employees, members, limited partners or stockholders of the selling securityholders; |
• | through the writing or settlement of options or other hedging transaction, whether through an options exchange or otherwise; |
• | by pledge to secured debts and other obligations; |
• | delayed delivery arrangements; |
• | to or through underwriters or broker-dealers; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | in privately negotiated transactions; |
• | in options transactions; |
• | through a combination of any of the above methods of sales; or |
• | any other method permitted pursuant to applicable law. |
• | our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 17, 2023; |
• | our Definitive Proxy Statement with respect to the 2023 Annual Meeting of Stockholders held on June 21, 2023, filed with the SEC on April 28, 2023 (but only to the extent incorporated into our Annual Report on Form 10-K for the fiscal year ended December 31, 2022); |
• | our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, filed with the SEC on May 15, 2023, August 14, 2023, and November 14, 2023, respectively; |
• | our Current Reports on Form 8-K filed with the SEC on March 29, 2023, May 5, 2023, May 17, 2023, June 26, 2023, and November 29, 2023; and |
• | the description of our common stock and warrants contained in our Registration Statement on Form 8-A, filed with the SEC on November 17, 2020, as updated by Exhibit 99.5 to our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 17, 2023, together with any amendment or report filed with the SEC for the purpose of updating such description. |
Item 14. | Other Expenses of Issuance and Distribution. |
| | Amount | |
SEC registration fee | | | $145,059 |
Accountants’ fees and expenses | | | 60,000 |
Legal fees and expenses | | | 150,000 |
Miscellaneous fees and expenses | | | 50,000 |
Total expenses | | | $405,059 |
Item 15. | Indemnification of Directors and Officers. |
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | Exhibits. |
Exhibit No. | | | Description | | | Form | | | File Number | | | Exhibits | | | Filing Date |
| | Agreement and Plan of Merger by and among Tiga Acquisition Corp., Tiga Merger Sub LLC and Grindr Group LLC, dated May 9, 2022. | | | Form 8-K | | | 001-39714 | | | 2.1 | | | November 23, 2022 | |
| | First Amendment to the Agreement and Plan of Merger by and among Tiga Acquisition Corp., Tiga Merger Sub LLC, Tiga Merger Sub II LLC and Grindr Group LLC, dated October 5, 2022. | | | Form 8-K | | | 001-39714 | | | 2.2 | | | November 23, 2022 | |
| | Specimen Common Stock Certificate of Grindr Inc. | | | Form 8-K | | | 001-39714 | | | 4.1 | | | November 23, 2022 | |
| | Specimen Warrant Certificate of Grindr Inc. | | | Form 8-K | | | 001-39714 | | | 4.2 | | | November 23, 2022 | |
| | Warrant Agreement between Tiga Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent, dated November 23, 2020. | | | Form 8-K | | | 001-39714 | | | 4.3 | | | November 23, 2022 | |
| | Certificate of Corporate Domestication of Tiga Acquisition Corp., dated November 17, 2022. | | | Form 8-K | | | 001-39714 | | | 4.4 | | | November 23, 2022 | |
| | First Amendment to the Warrant Agreement between Tiga Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent, dated November 17, 2022. | | | Form 8-K | | | 001-39714 | | | 10.8 | | | November 23, 2022 | |
| | Amended and Restated Registration Rights Agreement by and among Grind Inc., Tiga Sponsor LLC and certain existing and new stockholders of Grindr Inc., dated November 18, 2022. | | | Form 8-K | | | 001-39714 | | | 10.1 | | | November 23, 2022 | |
| | Opinion of Cooley LLP. | | | Form S-1/A | | | 333-268782 | | | 5.1 | | | February 9, 2023 | |
| | Opinion of Morris, Nichols, Arsht & Tunnell LLP. | | | Form S-1/A | | | 333-268782 | | | 5.2 | | | February 9, 2023 | |
| | Consent of Ernst & Young LLP, independent registered public accounting firm. | | | | | | | | | |||||
| | Consent of Cooley LLP (included in Exhibit 5.1). | | | Form S-1/A | | | 333-268782 | | | 23.4 | | | February 9, 2023 | |
| | Consent of Morris, Nichols, Arsht & Tunnell LLP (included in Exhibit 5.2). | | | Form S-1/A | | | 333-268782 | | | 23.5 | | | February 9, 2023 | |
| | Power of Attorney (included on signature page of Form S-1). | | | Form S-1 | | | 333-268782 | | | 24.1 | | | December 13, 2022 | |
| | Filing Fee Table | | | Form S-1/A | | | 333-268782 | | | 107 | | | January 12, 2023 |
* | Filed herewith. |
** | Previously filed. |
† | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
(b) | Financial Statement Schedules. |
Item 17. | Undertakings. |
(a) | The undersigned registrant hereby undertakes as follows: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(b) | That, for purposes of determining any liability under the Securities Act of 1933 of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the undersigned pursuant to the foregoing provisions, or otherwise, the undersigned has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned of expenses incurred or paid by a director, officer or controlling person of the undersigned in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
| | GRINDR INC. | |
| | ||
| | By: | |
| | ||
| | /s/ Vandana Mehta-Krantz | |
| | Vandana Mehta-Krantz | |
| | Chief Financial Officer |
Signature | | | Title | | | Date |
/s/ George Arison | | | Chief Executive Officer and Director (Principal Executive Officer) | | | November 29, 2023 |
George Arison | | |||||
| | | | |||
/s/ Vandana Mehta-Krantz | | | Chief Financial Officer (Principal Financial Officer) | | | November 29, 2023 |
Vandana Mehta-Krantz | | |||||
| | | | |||
/s/ Kye Chen | | | Chief Accounting Officer (Principal Accounting Officer) | | | November 29, 2023 |
Kye Chen | | |||||
| | | | |||
* | | | Chairperson of the Board | | | November 29, 2023 |
James Fu Bin Lu | | |||||
| | | | |||
* | | | Director | | | November 29, 2023 |
G. Raymond Zage, III | | |||||
| | | | |||
* | | | Director | | | November 29, 2023 |
J. Michael Gearon, Jr. | | |||||
| | | | |||
* | | | Director | | | November 29, 2023 |
Nathan Richardson | | |||||
| | | | |||
* | | | Director | | | November 29, 2023 |
Daniel Brooks Baer | | |||||
| | | | |||
* | | | Director | | | November 29, 2023 |
Gary I. Horowitz | | |||||
| | | | |||
* | | | Director | | | November 29, 2023 |
Meghan Stabler | | |||||
| | | | |||
* | | | Director | | | November 29, 2023 |
Maggie Lower | |
*By: | | | /s/ Vandana Mehta-Krantz |
| | Vandana Mehta-Krantz | |
| | Attorney-in-fact |