SCHEDULE 13D/A: Ashish Gupta Amends Grindr Stake, Discloses Recent Share and Warrant Sales

Ashish Gupta, a former Grindr Inc. director, has filed an amended Schedule 13D, revealing a 5.2% beneficial ownership stake in Grindr Inc. and detailing recent sales of common stock and warrants, alongside a significant cashless warrant exercise.

Summary

• Ashish Gupta, an individual and former member of Grindr Inc.'s Board of Directors, beneficially owns 9,125,501 shares of Grindr Inc. Common Stock.
• This ownership represents approximately 5.2% of Grindr Inc.'s issued and outstanding Common Stock, calculated based on 177,225,904 total shares.
• The total shares used for calculation include 176,612,391 shares reported in Grindr's Form 10-Q on November 8, 2024, plus 1,191,333 shares issued to Mr. Gupta from a recent warrant exercise.
• Mr. Gupta acquired these shares through the Business Combination of Tiga Acquisition Corp. and Legacy Grindr, converting his Class B ordinary shares of Tiga into Grindr Common Stock.
• During the past 60 days, Mr. Gupta sold various securities in open market transactions on the New York Stock Exchange.
• Sales included 100,000 shares of Common Stock at $18.00 on December 26, 2024, and 50,000 shares of Common Stock at $18.00 on January 2, 2025.
• Warrant sales included 50,000 warrants at $7.00 on December 31, 2024; 359,887 warrants at $6.50 on January 27, 2025; 100,000 warrants at $6.75 on February 12, 2025; and 150,000 warrants at $7.00 on February 13, 2025.
• On February 20, 2025, Mr. Gupta exercised 3,300,092 warrants on a cashless basis at an $11.50 per share exercise price, resulting in the acquisition of 1,191,333 shares of Grindr Common Stock.
• The Reporting Person holds sole voting and dispositive power over his beneficially owned shares.
• Mr. Gupta's investment in Grindr Inc. is for investment purposes, and he intends to review it on a continuing basis.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and transactions, without explicit positive or negative commentary on the company's performance or outlook. The sales are balanced by a significant warrant exercise.

Positives

• Ashish Gupta maintains a significant beneficial ownership stake of 5.2% in Grindr Inc., indicating continued interest in the company.
• The cashless exercise of 3,300,092 warrants resulted in the acquisition of 1,191,333 shares, increasing his direct shareholding.

Negatives

• Ashish Gupta sold a total of 150,000 shares of Common Stock and 659,887 warrants in open market transactions during the past 60 days, which could be perceived as a reduction in his overall exposure or a move to monetize part of his investment.

Risks

• The Reporting Person may pledge certain beneficially owned securities as collateral for private banking security arrangements or margin or other loans from financial institutions.
• In the event of a default on such arrangements, the Reporting Person could be required to deliver or sell shares of Grindr Inc. common stock or warrants, potentially impacting market liquidity or share price.

Future Outlook

The Reporting Person intends to review his investment in Grindr Inc. on a continuing basis. Future actions may include acquiring additional securities, disposing of existing securities, or engaging in hedging transactions, dependent on factors such as Grindr's financial condition, market conditions, and alternative investment opportunities.

Industry Context

This filing is a disclosure of a significant shareholder's beneficial ownership and recent transactions, specific to Grindr Inc. and Ashish Gupta. It does not provide broader insights into industry trends or competitive landscape.

Management Changes

Corporate Governance

Legal Proceedings

• Ashish Gupta has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors) during the last five years.
• Ashish Gupta has not been a party to civil proceedings of a judicial or administrative body of competent jurisdiction that resulted in judgments, decrees, or final orders 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, during the last five years.

Related Party Transactions

• The Reporting Person's acquisition of shares stemmed from the Business Combination involving Tiga Acquisition Corp. (Tiga), where he held Class B ordinary shares.
• Ashish Gupta is a 100% holder in KAG Private Investments Limited, which was a member of Tiga Sponsor LLC. Tiga Sponsor previously held shares and warrants that were distributed to its equityholders, including the Reporting Person, and converted into Grindr Inc. securities upon the Business Combination.

Stakeholder Impact

• Shareholders: The disclosure of a significant beneficial owner's stake and recent transactions provides transparency regarding a major investor's position and activity, which can influence market perception and potentially share price.
• Creditors/Lenders: The possibility of pledging securities as collateral for loans could impact the availability of shares in the market if a default occurs, potentially affecting share price stability.

Next Steps

• Ashish Gupta will continue to evaluate his investment in Grindr Inc.
• Potential future actions include acquiring or disposing of additional Grindr securities (common stock, debt, warrants, or derivatives) in the open market or otherwise.
• The Reporting Person may engage in hedging or similar transactions with respect to Grindr securities.

Key Dates

Keywords

Grindr Inc., Ashish Gupta, Schedule 13D/A, Beneficial Ownership, Common Stock, Warrants, SEC Filing, Investment, Share Sales, Warrant Exercise