SCHEDULE: Grindr Founders Propose $18/Share Take-Private Deal

Grindr Inc. co-founder James Fu Bin Lu and board member George Raymond Zage III propose to acquire all outstanding shares for $18.00 per share in a going-private transaction.

Summary

• James Fu Bin Lu and George Raymond Zage III have submitted a preliminary and non-binding proposal to acquire all outstanding shares of Grindr Inc. not already owned by them or their affiliated entities.
• The proposed acquisition price is $18.00 per share of Common Stock.
• If completed, the acquisition would result in Grindr Inc. being delisted from the New York Stock Exchange and terminating its obligation to file periodic reports with the SEC.
• The Reporting Persons (James Fu Bin Lu, Longview Capital Group Limited, and Longview Grindr Holdings Limited) beneficially own 23,893,322 shares, representing 12.8% of the outstanding Common Stock.
• Together with the Mr. Zage Entities, the group would collectively own 118,613,445 shares, or 63.4% of the Common Stock, as of October 24, 2025.
• The acquisition is planned to be funded through a combination of equity and debt financing.

Sentiment

Score: 7

Explanation: The proposal to take the company private at $18.00 per share is generally positive for existing shareholders, as it likely represents a premium and provides a clear exit. However, the non-binding nature and potential loss of public market access temper the overall sentiment.

Positives

• The proposed acquisition price of $18.00 per share offers a potential premium for existing public shareholders.
• The proposal indicates strong conviction from significant shareholders and management in the company's value.

Negatives

• If the acquisition is completed, Grindr Inc. will be delisted from the NYSE, removing public trading access for investors.
• The company will cease to be subject to SEC periodic reporting requirements, reducing transparency for public investors.
• The proposal is preliminary and non-binding, with no assurance that a definitive agreement or transaction will be entered into or consummated.

Risks

• No assurance can be given that any proposal, definitive agreement, or transaction relating to the acquisition will be entered into or consummated.
• The acquisition is subject to obtaining equity and debt financing.
• The Reporting Persons reserve the right to develop alternative plans or proposals or take different actions regarding their holdings.

Future Outlook

The Reporting Persons and Mr. Zage Entities intend to explore and potentially execute a going-private transaction for Grindr Inc., acquiring all outstanding shares not already owned by them for $18.00 per share. If successful, Grindr will be delisted from the NYSE and cease public reporting.

Management Comments

• The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis.
• Mr. Lu and Mr. Zage delivered a preliminary and non-binding proposal to the Issuer... proposing to acquire all of the outstanding shares of the Issuer not already owned by the Reporting Persons or the Mr.Zage Entities, for $18.00 per share of Common Stock.

Industry Context

Going-private transactions are often pursued by founders or significant shareholders when they believe the public market undervalues the company, or when they seek greater operational flexibility away from public scrutiny and regulatory burdens. For a company like Grindr, a niche social networking platform, private ownership could allow for long-term strategic decisions without quarterly earnings pressure, potentially facilitating investments in growth or changes in business model that might not be immediately palatable to public investors. This move aligns with a trend where certain technology companies, particularly those with established user bases but perhaps slower growth or specific strategic needs, opt for private ownership.

Corporate Governance

Related Party Transactions

• On October 9, 2025, Longview Grindr Holdings Limited sold 1,000,000 shares of Common Stock to Mr. G. Raymond Zage III for $13.15 per share in a private transaction. Mr. Zage is a shareholder of the Issuer and a member of its board of directors.

Stakeholder Impact

• Shareholders: Public shareholders would receive $18.00 per share if the acquisition is completed, providing a liquidity event and potential premium. Those who wish to remain invested in a public entity would lose that option.
• Employees: Potential changes in management or strategic direction under private ownership could impact employees, though not explicitly detailed.
• Customers: No direct impact on customers is mentioned, but a change in ownership could influence product development or service offerings in the long term.
• Creditors: The acquisition involves debt financing, which would impact the company's capital structure and potentially its credit profile.

Next Steps

• The Reporting Persons and Mr. Zage Entities will continue to explore the possibility of acquiring the Issuer in a going-private transaction.
• Negotiations and execution of definitive agreements for the acquisition.
• Securing equity and debt financing for the acquisition.
• If the acquisition is completed, the Issuer's Common Stock will be delisted from the NYSE.
• If the acquisition is completed, the Issuer's obligation to file periodic reports under the Act will terminate.
• Potential changes to the Issuer's board of directors, charter, and bylaws upon completion of the acquisition.

Key Dates

Recommendation

The preliminary and non-binding offer of $18.00 per share suggests a potential upside for current shareholders, especially if the stock is trading below this price. However, the non-binding nature of the proposal and the inherent risks of such transactions mean there is no guarantee of completion. Holding the stock allows investors to benefit if the deal goes through at or above the proposed price, or if a higher offer emerges. Selling now might forgo potential gains, while buying carries the risk of the deal falling apart and the stock price declining. Given the significant ownership by the proposing parties (63.4% as a group), the likelihood of the deal progressing is considerable, but not certain.

Keywords

Grindr, GRND, going private, acquisition, Schedule 13D, James Fu Bin Lu, George Raymond Zage III, tender offer, delisting, private equity, shareholder proposal, common stock