SCHEDULE 13D/A: Major Shareholder Group Boosts Stake in Grindr Inc. to 48.9% Through Warrant Exercises and Loan Financing

A group of significant shareholders, including G. Raymond Zage, III and affiliated entities, has increased their beneficial ownership in Grindr Inc. to 48.9% through recent warrant exercises, partially funded by a substantial loan.

Summary

• The Reporting Persons, comprising Tiga Investments Eighty-Eight Pte Ltd, Tiga Investments Pte. Ltd., Big Timber Holdings, LLC, and G. Raymond Zage, III, collectively beneficially own 93,547,694 shares of Grindr Inc. Common Stock, representing approximately 48.9% of the outstanding shares.
• This percentage is calculated based on 191,260,833 total shares, which includes 176,612,391 shares reported in Grindr's Form 10-Q on November 8, 2024, plus 14,648,442 shares issued from recent warrant exercises.
• On February 19, 2025, G. Raymond Zage, III exercised 13,920,000 warrants at an exercise price of $11.50 per share, acquiring 13,920,000 shares of Common Stock.
• This significant warrant exercise was funded by a loan from Meritz Securities Co., Ltd., Meritz Fire & Marine Insurance Co., Ltd., and Meritz Capital Co., Ltd. to Tiga Investments Eighty-Eight Pte Ltd, secured by 85,920,633 shares of Common Stock.
• Additionally, on December 31, 2024, Big Timber Holdings, LLC exercised Option Securities to acquire 895,175 shares of Common Stock at various exercise prices ranging from $6.46 to $9.03 per share.
• Earlier, on February 4, 2024, and February 13, 2024, Mr. Zage exercised 25,000 and 703,442 warrants respectively, both at $11.50 per share, using personal funds.
• The Reporting Persons acquired their initial shares as a result of the Business Combination between Legacy Grindr and Tiga Acquisition Corp., which domesticated as Grindr Inc.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to a significant increase in a major investor's stake, indicating confidence. However, the use of a large loan secured by shares introduces a degree of risk.

Positives

• The significant increase in beneficial ownership by a major investor group, led by G. Raymond Zage, III, demonstrates strong commitment and confidence in Grindr Inc.'s future.
• The exercise of a large number of warrants injects cash into Grindr Inc., strengthening its financial position.

Negatives

• A substantial portion of the Reporting Persons' shares (85,926,333 shares) are pledged as collateral for a loan, which could lead to forced sales in the event of a default.

Risks

• The pledging of 85,926,333 shares of Common Stock by Tiga Investments Eighty-Eight Pte Ltd as collateral for a loan means that in the event of a default, the lenders could require the delivery or sale of these shares, potentially impacting the stock price.
• The Reporting Persons' stated intention to review their investment on a continuing basis and potentially acquire or dispose of securities in the future introduces uncertainty regarding future share price movements based on their actions.

Future Outlook

The Reporting Persons acquired the securities for investment purposes and intend to continuously review their investment in Grindr Inc. They may, at any time, acquire additional securities, dispose of existing securities, engage in hedging transactions, or consider other strategic actions based on factors such as Grindr's financial condition, market conditions, and alternative investment opportunities.

Industry Context

This filing primarily details changes in beneficial ownership and financing arrangements for a major shareholder group of Grindr Inc., rather than providing specific industry trends or competitive analysis. It reflects a significant investor's increased stake in a leading social networking and dating application company.

Corporate Governance

Related Party Transactions

• Tiga Investments entered into a Participation Agreement with Jeremy Brest, granting him participation rights over 663,480 shares and 1,800,320 warrants of Grindr Inc., and subsequently transferred these rights to him.

Stakeholder Impact

• Shareholders: The increased concentration of ownership by a single major investor group could influence future strategic decisions and potentially the company's direction. The pledging of shares as collateral introduces a risk of market volatility if a default were to occur.
• Creditors (Meritz Securities Co., Ltd., etc.): They now hold a significant block of Grindr Inc. shares as collateral, providing security for their loan to Tiga Investments Eighty-Eight Pte Ltd.

Next Steps

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

Key Dates

Keywords

Grindr Inc., Schedule 13D/A, Beneficial Ownership, Warrant Exercise, Tiga Investments, G. Raymond Zage III, SEC Filing, Shareholder Stake, Loan Financing, Common Stock