SCHEDULE 13D/A: Ashish Gupta's Stake in Grindr Inc. Falls Below 5% Due to Share Dilution

Ashish Gupta, a former Grindr Inc. board member, has disclosed that his beneficial ownership in the company's common stock has decreased to 4.4%, falling below the 5% threshold due to share dilution.

Summary

• Ashish Gupta, the Reporting Person, is no longer the beneficial owner of more than 5% of Grindr Inc.'s Common Stock.
• His current beneficial ownership stands at 9,125,501 shares, representing approximately 4.4% of the outstanding common stock.
• This decrease in percentage ownership is attributed to dilution since the filing of Amendment No. 2.
• The calculation of 4.4% is based on 208,246,400 shares of Grindr Inc. Common Stock outstanding as of March 5, 2025, as reported in the company's Annual Report on Form 10-K filed on March 7, 2025.
• On February 21, 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 Inc. Common Stock.
• The shares were initially acquired through the Business Combination of Tiga Acquisition Corp. and Legacy Grindr, using personal funds.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The filing is a routine disclosure of a change in beneficial ownership due to dilution, not a reflection of positive or negative performance by the company or a strategic move by the investor beyond portfolio management.

Positives

• The reporting person retains sole voting and dispositive power over his 9,125,501 shares.
• The reporting person has a Registration Rights Agreement with Grindr Inc., allowing for the resale of certain shares.

Negatives

• The reporting person's percentage ownership in Grindr Inc. has decreased below 5% due to dilution.

Risks

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

Future Outlook

The Reporting Person intends to continuously review his investment in Grindr Inc. and may, at any time, acquire or dispose of additional securities, engage in hedging transactions, or consider other strategic actions based on factors such as the Issuer's financial condition, market conditions, and alternative investment opportunities.

Management Comments

• "The Reporting Person acquired the securities described in this Schedule 13D for investment purposes and intends to review his investments in the Issuer on a continuing basis."
• "Any actions the Reporting Person might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments."

Industry Context

This filing is a standard disclosure of a change in a significant shareholder's stake, primarily driven by company-level share dilution rather than a specific industry trend. It reflects the ongoing portfolio management of a former board member within the technology/social networking sector.

Corporate Governance

Legal Proceedings

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

Related Party Transactions

• The Reporting Person was a 100% holder in KAG Private Investments Limited, which was a member of Tiga Sponsor LLC. Tiga Sponsor LLC previously held Class B ordinary shares and warrants of Tiga Acquisition Corp., which were distributed to its equityholders, including the Reporting Person, and converted into Grindr Inc. Common Stock and warrants during the Business Combination.

Stakeholder Impact

• Shareholders: The disclosure provides transparency regarding a significant investor's reduced stake, which could influence market perception, though the reduction is due to dilution rather than active selling.

Next Steps

• The Reporting Person will continue to review his investment in Grindr Inc. on an ongoing basis.
• The Reporting Person may acquire or dispose of additional securities, engage in hedging transactions, or consider other strategic actions in the future.

Key Dates

Keywords

Grindr Inc., Ashish Gupta, Schedule 13D, Beneficial Ownership, Share Dilution, Common Stock, SEC Filing, Investment, Tiga Acquisition Corp., GRND