SCHEDULE: Grindr Insiders Explore Going Private at $15/Share

Grindr's largest shareholders, including Chairman James Fu Bin Lu and G. Raymond Zage, III, are exploring a going-private transaction with a preliminary debt financing proposal of up to $1 billion at no less than $15 per share.

Summary

• Reporting Persons (Tiga Investments Eighty-Eight Pte Ltd, Tiga Investments Pte. Ltd., Big Timber Holdings, LLC, and G. Raymond Zage, III) and Mr. James Fu Bin Lu Entities are exploring a going-private transaction for Grindr Inc.
• The proposed transaction involves acquiring all outstanding Common Stock not rolled over by the acquiring shareholders.
• A preliminary and conditional debt financing proposal of up to $1,000,000,000 has been received from a lender, with an acquisition price of no less than $15 per share.
• The Reporting Persons and Mr. Lu Entities collectively own 120,013,445 shares, representing 64.2% of Grindr's 187,032,103 outstanding Common Stock.
• G. Raymond Zage, III recently acquired 1,000,000 shares of Grindr Common Stock from Longview Grindr Holdings Limited on October 9, 2025, using personal funds.
• The exploration follows a recent decrease in Grindr's Common Stock price levels.
• Holders of 4% or more of outstanding Common Stock and members of management may be offered the option to participate in the acquisition.

Sentiment

Score: 7

Explanation: The filing indicates a serious intent by major shareholders to take Grindr private, potentially offering a premium to current shareholders. The preliminary debt financing proposal of up to $1 billion at no less than $15 per share suggests a floor for the offer. However, the explicit 'no assurance' clause introduces significant uncertainty, preventing a higher positive score.

Positives

• Potential for a significant premium for shareholders if the acquisition proceeds at or above the indicated $15 per share.
• The involvement of existing major shareholders and management (Mr. Lu, Chairman) suggests a strong understanding of the company's value.
• A preliminary debt financing proposal of up to $1,000,000,000 indicates serious intent and potential financial backing.
• Opportunity for certain large shareholders and management to roll over equity, aligning interests with the new private entity.

Negatives

• No assurance that an offer will be made, or that a definitive agreement will be reached.
• The terms and conditions, including the final price per share, are not yet determined and could change.
• The transaction is subject to due diligence and other customary conditions, which could lead to its termination.
• Minority shareholders might not receive the full benefit if the acquisition price is not significantly above current market value, or if the deal falls through.

Risks

• Execution Risk: There is no assurance that the Reporting Persons or Mr. Lu Entities will make an offer, enter into a definitive agreement, or consummate an Acquisition.
• Pricing Risk: The final acquisition price per share is not determined and could be lower than the preliminary indication of 'no less than $15 per share.'
• Financing Risk: While a preliminary debt financing proposal exists, the consummation of the acquisition is expected to be primarily funded through debt, which is subject to market conditions and lender approval.
• Regulatory Risk: Any going-private transaction would be subject to regulatory approvals.
• Market Reaction Risk: The announcement could lead to volatility in Grindr's stock price, which may not reflect the eventual outcome of the acquisition exploration.

Future Outlook

The Reporting Persons and Mr. Lu Entities intend to explore the possibility of acquiring Grindr Inc. in a going-private transaction. This would involve acquiring all outstanding Common Stock not rolled over by the acquiring shareholders. They expect the acquisition to be primarily funded through debt financing, with a preliminary proposal of up to $1 billion at an acquisition price of no less than $15 per share. There is no assurance that an offer will be made or that a definitive agreement will be reached.

Management Comments

• "We write to provide advance notice of our intent to file amendments our respective Schedules 13D on file with the Securities and Exchange Commission before market open on October 14, 2025."
• "We would welcome the opportunity to engage with the Board of Directors to further explain our intentions and work with the Board of Directors and any Special Committee to be established."

Industry Context

This announcement signals a potential shift in Grindr's ownership structure, moving it from a publicly traded entity to a private one. Such 'going private' transactions are often pursued by major shareholders or management when they believe the company is undervalued by the public market, or to gain greater control and flexibility away from public scrutiny and regulatory burdens. Given the recent decrease in Grindr's stock price, this move could be an attempt to capitalize on a perceived undervaluation. It also reflects a broader trend where mature or niche technology companies might find private ownership more conducive to long-term strategic development without quarterly earnings pressure.

Comparison to Industry Standards

• This filing primarily concerns a potential change in ownership structure rather than operational performance. Therefore, direct comparisons to industry operational benchmarks are not applicable.
• The proposed acquisition price of 'no less than $15 per share' can be compared to Grindr's historical stock performance and valuations of comparable dating app companies or social media platforms that have undergone similar private transactions or M&A activities.
• Without specific current market data for Grindr or detailed financial metrics in the filing, a precise comparison is limited. Generally, going-private transactions often involve a premium over the pre-announcement market price to entice public shareholders.
• The $15 per share floor provides a benchmark for evaluating the offer's attractiveness relative to Grindr's recent trading range.

Corporate Governance

Related Party Transactions

• On October 9, 2025, G. Raymond Zage, III acquired 1,000,000 shares of Grindr's Common Stock from Longview Grindr Holdings Limited, an entity controlled by Mr. James Fu Bin Lu, who is also the chairperson of Grindr's board of directors. This constitutes a transaction between related parties.

Stakeholder Impact

• Shareholders: Potential for a liquidity event and a premium for their shares if the going-private transaction is consummated. However, there is also the risk of the deal not materializing or being at a lower price. Minority shareholders will be particularly interested in the fairness of any proposed offer.
• Management/Employees: Members of management may be offered the option to participate in the acquisition, potentially aligning their interests with the new private ownership. The overall impact on employees would depend on the strategic direction of the company under private ownership.
• Creditors: The proposed debt financing of up to $1,000,000,000 would increase Grindr's leverage, which could impact its credit profile.

Next Steps

• Reporting Persons and Mr. Lu Entities will continue to engage financial and legal advisors.
• The Board of Directors of Grindr Inc. is expected to establish a Special Committee to evaluate any potential offer.
• Further discussions and due diligence are anticipated.
• Potential for an official offer to be made to acquire outstanding Common Stock.
• Potential for the Reporting Persons and Mr. Lu Entities to develop alternative plans or take other actions regarding their holdings.

Key Dates

Recommendation

While the preliminary indication of 'no less than $15 per share' suggests a potential upside for current shareholders, the transaction is highly conditional and subject to significant uncertainty. There is no assurance that an offer will be made, or that the terms will remain as indicated. Investors should hold their positions to monitor developments, as the stock price may react positively to the news, but a 'buy' recommendation is premature given the lack of a definitive offer and the inherent risks. A 'sell' recommendation is not warranted as the potential for a premium exists.

Keywords

Grindr Inc., going private, Schedule 13D, acquisition, tender offer, private equity, shareholder activism, GRND, G. Raymond Zage III, James Fu Bin Lu, debt financing, common stock