SEC Form SC 13D/A filed by Grindr Inc. (Amendment)

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Amendment No. 1

Under the Securities Exchange Act of 1934

Grindr Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

39854F119

(CUSIP Number)

6770

(Primary Standard Industrial Classification Code Number)

James Fu Bin Lu c/o Grindr Inc.

750 N. San Vicente Boulevard STE RE1400

West Hollywood, CA, 90069 Telephone +1 (310) 878-9648

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 16, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Statement

This Amendment No. 1 to the Schedule 13D filed by the Reporting Persons on November 28, 2022 (“Schedule 13D”) relates to the common stock, par value $0.0001 per share (the “Common Stock”) of Grindr Inc., a Delaware corporation (the “Issuer” or “Grindr”). Unless otherwise indicated, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover page of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.

Information required by Instruction C of Schedule 13D with respect to the directors, executive officers, or persons holding equivalent positions of the Reporting Persons, is set forth on Annex A attached hereto.

(a) Longview Capital SVH LLC (“Longview SVH”), Longview Capital Holdings LLC (“Longview”), and Longview Grindr Holdings Limited (“Longview Grindr”) beneficially own an aggregate of 38,647,301 shares of the Issuer’s Common Stock and Mr. Lu beneficially owns an aggregate of 38,651,446 shares of the Issuer’s Common Stock, in each case which in aggregate represents approximately 21.8% of the Issuer’s issued and outstanding Common Stock, based on 177,016,170 shares of the Issuer’s Common Stock, consisting of i) 175,675,901 shares of the Issuer’s Common Stock outstanding as of May 9, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed May 10, 2024, plus ii) 1,336,124 shares of the Issuer’s Common Stock issuable to the Reporting Persons, to the extent the Reporting Persons elect to exercise 1,336,124 warrants to purchase shares of the Issuer’s Common Stock held at a $11.50/share exercise price and iii) 4,145 shares of the Issuer’s Common Stock underlying restricted stock units held by Mr. Lu that will vest within 60 days of this statement.

Information required by Instruction C of Schedule 13D with respect to the directors, executive officers, or persons holding equivalent positions of the Reporting Persons, is set forth on Annex A attached hereto.

(b) Reporting Person James Fu Bin Lu, as sole equityholder in Longview, which is the sole equityholder in Longview Grindr, which is the sole equityholder in Longview SVH, has sole power to vote or direct the vote of (and sole power to dispose or direct the disposition of) 38,651,446 shares of the Issuer’s common stock held by James Fu Bin Lu, Longview, Longview Grindr and Longview SVH, subject to the information incorporated by reference into this Item 5.

(c) The following table sets forth all transactions with respect to the Issuer’s Common Stock during the past sixty days:

The shares of Common Stock were sold in connection with the partial repayment of a term loan for which shares of the Issuer’s Common Stock are pledged. Except as set forth in this Item 5(c), the Reporting Persons have not effected any transactions in the shares of Issuer’s Common Stock of the Issuer during the past 60 days.

(d) Subject to the information incorporated by reference into this Item 5, no person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 38,651,446 shares of Common Stock reported in Item 5(a).

(e) Not applicable.

Item 7. Material to be Filed as Exhibits

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 20, 2024

ANNEX A

CONTROL PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF LONGVIEW CAPITAL SVH LLC, LONGVIEW GRINDR HOLDINGS LIMITED AND LONGVIEW CAPITAL HOLDINGS LLC

The following table sets forth the name, position, address, principal occupation and citizenship of each control person, director and/or executive officer of Longview Capital SVH LLC, Longview Grindr Holdings Limited and Longview Capital Holdings LLC (each an “Instruction C Person”). To the best of the Reporting Person’s knowledge, (i) none of the Instruction C Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws and (ii) none of the Instruction C Persons owns any shares of Common Stock or is party to any contract or agreement as would require disclosure in this Schedule 13D.