SCHEDULE 13D/A: Grindr Inc. Major Shareholder Amends Ownership Disclosure, Details Significant Warrant Exercises and Loan Financing

A key shareholder group of Grindr Inc., led by G. Raymond Zage, III, has filed an amended Schedule 13D to correct previous disclosures and detail recent significant warrant exercises, including a substantial portion financed by a new loan.

Summary

• Tiga Investments Eighty-Eight Pte Ltd, Tiga Investments Pte. Ltd., Big Timber Holdings, LLC, and G. Raymond Zage, III (the 'Reporting Persons') filed an Amendment No. 5 to their Schedule 13D for Grindr Inc. (the 'Issuer').
• The amendment corrects errors in a previous filing (Amendment No. 4), specifically regarding the number of shares held by Big Timber Holdings, LLC (corrected from 15,543,617 to 895,175) and two dates in Item 5(c) (corrected from February 4, 2024, and February 13, 2024, to February 4, 2025, and February 13, 2025, respectively).
• The Reporting Persons collectively beneficially own 93,547,694 shares of Grindr Inc. Common Stock, representing approximately 48.9% of the Issuer's outstanding shares.
• This percentage is calculated based on 191,260,833 total shares, comprising 176,612,391 shares reported outstanding on Grindr's Form 10-Q (November 8, 2024) plus 14,648,442 shares issued from recent warrant exercises.
• G. Raymond Zage, III, as the sole equityholder in Tiga Investments (which is the sole equityholder in Tiga 88) and the Manager and sole member of Big Timber, holds sole voting and dispositive power over 93,547,694 shares.
• The Reporting Persons acquired shares through the closing of the Business Combination and recent warrant exercises.
• On December 31, 2024, Mr. Zage exchanged Exchangeable Notes into 895,175 shares of Common Stock at various exercise prices ranging from $6.46 to $9.03 per share.
• On February 4, 2025, Mr. Zage exercised 25,000 warrants for cash at an $11.50 per share exercise price.
• On February 13, 2025, Mr. Zage exercised 703,442 warrants for cash at an $11.50 per share exercise price.
• On February 19, 2025, Mr. Zage exercised 13,920,000 warrants for cash at an $11.50 per share exercise price, financed by a loan from Meritz Securities Co., Ltd. and affiliates.
• Tiga 88 has pledged 85,926,333 shares of Common Stock as collateral for this loan, retaining voting and dispositive power unless a default occurs.
• A Participation Agreement between Tiga Investments and Jeremy Brest, granting participation rights over 663,480 shares and 1,800,320 warrants, saw the transfer of these rights to the Participant on February 13, 2025 (warrants) and February 19, 2025 (shares).

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While the corrections indicate past administrative issues, the significant warrant exercises and continued large ownership stake by a major investor group, even with pledged shares, suggest ongoing confidence in Grindr's value. The loan for warrant exercise indicates a strategic move to increase ownership, albeit with leverage.

Positives

• The Reporting Persons have significantly increased their direct beneficial ownership in Grindr Inc. through warrant exercises and note exchanges, demonstrating continued commitment and investment in the company.
• The exercise of a large number of warrants (14,648,442 in total by Reporting Persons) indicates a belief in the long-term value of Grindr's stock at the $11.50 exercise price.

Negatives

• A substantial portion of the newly acquired shares (85,926,333 shares) are pledged as collateral for a loan, which introduces financial leverage and potential risk if the stock price declines significantly or if loan terms are not met.
• The need for an Amendment No. 5 to correct errors in a prior filing (Amendment No. 4) suggests potential administrative oversight in previous disclosures.

Risks

• The 85,926,333 shares pledged by Tiga 88 as collateral for the loan from Meritz Securities Co., Ltd. and affiliates could be subject to forced sale in the event of a loan default, potentially impacting the stock price.
• Reporting Persons may pledge additional beneficially owned securities as collateral for private banking security arrangements or other loans, which could lead to forced sales in case of default.
• The Reporting Persons' investment strategy is subject to various factors including Grindr's financial condition, market conditions, and alternative investment opportunities, which could lead to future acquisitions or dispositions of shares.

Future Outlook

The Reporting Persons intend to review their investments in Grindr Inc. on a continuing basis. Future actions, which may occur without prior notice, will depend on an ongoing evaluation of Grindr's business, financial condition, operations, prospects, stock price levels, general market conditions, and alternative investment opportunities. They may acquire or dispose of additional securities, engage in hedging transactions, or consider other strategic actions.

Industry Context

This filing is a routine disclosure of significant ownership changes and corrections by a major shareholder group in Grindr Inc., a company operating in the social networking and dating app industry. While the filing itself doesn't provide direct industry analysis, the substantial investment and continued engagement by a large shareholder group could signal confidence in Grindr's position within its competitive market.

Corporate Governance

Legal Proceedings

• The Reporting Persons (Tiga Investments Eighty-Eight Pte Ltd, Tiga Investments Pte. Ltd., Big Timber Holdings, LLC, and G. Raymond Zage, III) have not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors) during the last five years.
• The Reporting Persons have 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

• G. Raymond Zage, III is a 100% equityholder in Tiga Investments, which was a member of Tiga Sponsor LLC. Shares and warrants previously held by Tiga Sponsor were distributed directly to its equityholders, including Mr. Zage, and converted into Issuer's Common Stock and warrants in connection with the Business Combination.
• Tiga Investments (Grantor) entered into a Participation Agreement with Jeremy Brest (Participant), granting certain participation rights over shares and warrants of the Issuer. This arrangement involves a transfer of economic and voting influence over specific assets between related parties or entities with a pre-existing relationship.

Stakeholder Impact

• **Shareholders**: The significant beneficial ownership by G. Raymond Zage, III and associated entities (48.9%) indicates a concentrated ownership structure, which can influence corporate decisions. The pledging of a large block of shares as collateral introduces a potential risk of forced sales if loan covenants are breached, which could impact share price volatility.
• **Creditors**: The loan provided by Meritz Securities Co., Ltd. and affiliates is secured by a substantial block of Grindr shares, providing collateral for the lenders.
• **Management**: The continued significant stake and board membership of Mr. Zage suggest ongoing oversight and influence on the company's strategic direction.

Next Steps

• The Reporting Persons will continue to review their investment in Grindr Inc. on an ongoing basis.
• Future actions may include acquiring or disposing of additional securities, engaging in hedging transactions, or considering other strategic actions related to their investment.

Key Dates

Keywords

Grindr Inc., Schedule 13D/A, Beneficial Ownership, Warrant Exercise, Share Pledging, Tiga Investments, G. Raymond Zage III, SEC Filing, Equity Holdings, Investment, Corporate Governance