GRND.NYSEGrindr INC

SCHEDULE 13D/A: Jeremy Brest Significantly Increases Stake in Grindr Inc. to 7.8% Through Recent Exercises and Asset Transfers

Sentiment:

Schedule 13D Amendment


Jeremy Leonard Brest, Managing Director of Framework Capital Solutions Pte. Ltd., has boosted his beneficial ownership in Grindr Inc. to 7.8% following recent warrant and option exercises and the transfer of participation assets.

Summary

  • Jeremy Leonard Brest, the Reporting Person, now beneficially owns an aggregate of 13,963,783 shares of Grindr Inc. Common Stock.
  • This ownership represents approximately 7.8% of Grindr Inc.'s issued and outstanding Common Stock, calculated based on 178,767,175 shares.
  • A significant portion of the increased stake resulted from the exercise of 2,154,784 warrants on a cash basis at an exercise price of $11.50 per share on February 19, 2025.
  • Additionally, Brest acquired 951,426 shares on December 31, 2024, through the exercise of Option Securities at various exercise prices ranging from $6.46 to $9.03 per share.
  • Further shares and warrants were obtained through the transfer of rights, benefits, and obligations over 663,480 Participation Shares and 1,800,320 Participation Warrants from Tiga Investments Pte Ltd on February 13 and 19, 2025, respectively, under a Participation Agreement dated September 15, 2023.
  • The consideration for these acquisitions consisted solely of personal funds.
  • The Reporting Person's initial acquisition of shares stemmed from the Business Combination (merger) involving Legacy Grindr and Tiga Acquisition Corp.

Sentiment

Score: 7

Explanation: The filing indicates a significant increase in beneficial ownership by a key individual investor, which can be interpreted as a positive signal of confidence in the company's future. While it's a routine disclosure, the substantial stake increase is noteworthy.

Positives

  • A significant individual investor, Jeremy Leonard Brest, has substantially increased his beneficial ownership in Grindr Inc., potentially signaling strong confidence in the company's future prospects.
  • The active exercise of warrants and options demonstrates a tangible commitment to the investment and a belief in the company's value.

Risks

  • The Reporting Person may pledge beneficially owned securities as collateral for private banking security arrangements or loans, which could lead to a forced sale of shares in the event of a default.

Future Outlook

The Reporting Person intends to continuously review his investments in Grindr Inc. and may, at any time, acquire additional securities, dispose of existing securities, or engage in hedging transactions. These potential actions will be dependent upon various factors, including the Issuer's business, financial condition, operations, prospects, price levels of securities, general market and economic conditions, and alternative investment opportunities.

Industry Context

This filing primarily details a change in beneficial ownership by a significant individual investor and does not provide specific information to analyze broader industry trends or the competitive landscape directly. It reflects an investor's strategic positioning within the social networking and dating app sector.

Related Party Transactions

  • The Reporting Person entered into a Participation Agreement with Tiga Investments Pte Ltd, a private company limited by shares incorporated in Singapore, granting certain participation rights over shares and warrants of Grindr Inc. This arrangement involved the transfer of rights, benefits, and obligations over these assets.

Stakeholder Impact

  • Shareholders: The increased stake by a significant individual investor may be viewed positively, potentially signaling confidence in the company's long-term prospects and stability.
  • Management: The presence of a large, active investor like Jeremy Leonard Brest could potentially influence strategic decisions and corporate governance, aligning interests with long-term value creation.

Next Steps

  • The Reporting Person will continue to review his investment in Grindr Inc. on an ongoing basis.
  • The Reporting Person may acquire additional Common Stock and/or other equity, debt, notes, or other securities of the Issuer, or derivative instruments.
  • The Reporting Person may dispose of any or all of his securities in the open market or otherwise.
  • The Reporting Person may engage in any hedging or similar transactions with respect to the securities.

Key Dates

DateDescription
November 23, 2020Date of the original Warrant Agreement.
May 9, 2022Date of the Initial Agreement and Plan of Merger for the Business Combination.
October 5, 2022Date of the First Amendment to the Initial Merger Agreement.
November 17, 2022Date of amendment to the Warrant Agreement.
September 15, 2023Date of the Participation Agreement and when the Reporting Person acquired three guaranteed exchangeable notes.
February 19, 2024Date of Event Which Requires Filing of This Statement (as stated on the cover page of the filing).
November 8, 2024Date of the Issuer's Current Report on Form 10-Q, reporting 176,612,391 shares of Common Stock outstanding.
December 31, 2024Reporting Person exercised Option Securities into 951,426 shares of the Issuer's Common Stock.
February 13, 2025The Grantor (Tiga Investments Pte Ltd) transferred all rights, benefits, and obligations over the Participation Warrants to the Reporting Person.
February 19, 2025The Grantor (Tiga Investments Pte Ltd) transferred all rights, benefits, and obligations over the Participation Shares to the Reporting Person; Reporting Person exercised 2,154,784 warrants on a cash basis.
February 21, 2025Date of filing of this Schedule 13D Amendment No. 4.

Recommendation

hold

Keywords

Grindr Inc., GRND, Jeremy Leonard Brest, Schedule 13D, beneficial ownership, warrant exercise, stock acquisition, investment, Tiga Acquisition Corp., Framework Capital Solutions, common stock

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