Delaware
|
92-1079067
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S Employer Identification No.)
|
750 N. San Vicente Blvd., Suite RE 1400
West Hollywood, California
|
90069
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
William Shafton
VP of Business & Legal Affairs and Secretary
Grindr Inc.
750 N. San Vicente Blvd., Suite RE 1400
West Hollywood, California 90069
|
John-Paul Motley
David Peinsipp
Kristin VanderPas
Cooley LLP
355 S. Grand Avenue Suite 900
Los Angeles, California 90071
Tel: (213) 561-3250
3 Embarcadero Center, 20th Floor
San Francisco, California 94111
Tel: (415) 693-2000
|
Large accelerated filer
|
☐ |
Accelerated filer
|
☐ | |
Non-accelerated filer
|
☒ |
Smaller reporting company
|
☒ | |
Emerging growth company
|
☒ |
•
|
for any transaction from which the director derives an improper personal benefit;
|
•
|
for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
•
|
for any unlawful payment of dividends or redemption of shares; or
|
•
|
for any breach of a director’s duty of loyalty to the corporation or its stockholders.
|
Exhibit No.
|
Description
|
|
Amended and Restated Certificate of Incorporation of Grindr Inc., dated November 18, 2022 (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to the Registration Statement on Form S-1 dated February 8, 2023).
|
||
Amended and Restated Bylaws of Grindr Inc., dated November 18, 2022 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on November 23, 2022).
|
||
Specimen Common Stock Certificate of Grindr Inc. (incorporated by reference to Exhibit 4.5 to Amendment No. 3 to the Registration Statement on Form S-4 filed on October 6, 2022).
|
||
Opinion of Cooley LLP.
|
||
Consent of Ernst & Young LLP, independent registered public accounting firm.
|
||
23.2* |
Consent of Ernst & Young LLP, independent registered public accounting firm. | |
Consent of WithumSmith+Brown, PC, independent registered public accounting firm.
|
||
Consent of Cooley LLP (included in Exhibit 5.1).
|
||
Power of Attorney (contained on the signature page hereto).
|
||
Grindr Inc.’s 2022 Equity Incentive Plan and forms of award agreement thereunder (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on November 23, 2022).
|
||
Grindr Group LLC’s Amended and Restated 2020 Equity Incentive Plan and forms of award agreement thereunder (incorporated by reference to Exhibit 10.13 to Amendment No. 2 to the Registration Statement on Form S-1 dated February 8, 2023).
|
||
Filing Fee Table.
|
GRINDR INC.
|
|
/s/ Vandana Mehta-Krantz
|
|
Name: Vandana Mehta-Krantz
|
|
Title: Chief Financial Officer
|
Signature
|
Title
|
Date
|
||
/s/ George Arison
|
Chief Executive Officer and Director
|
February 13, 2023
|
||
George Arison
|
(Principal Executive Officer)
|
|||
/s/ Vandana Mehta-Krantz
|
Chief Financial Officer
|
February 13, 2023
|
||
Vandana Mehta-Krantz
|
(Principal Financial Officer and Principal Accounting Officer)
|
|||
/s/ Austin “AJ” Balance
|
Chief Product Officer
|
February 13, 2023
|
||
Austin “AJ” Balance
|
||||
/s/ James Fu Bin Lu
|
Chairperson of the Board
|
February 13, 2023
|
||
James Fu Bin Lu
|
||||
/s/ G. Raymond Zage, III
|
Director
|
February 13, 2023
|
||
G. Raymond Zage, III
|
||||
/s/ J. Michael Gearon, Jr.
|
Director
|
February 13, 2023
|
||
J. Michael Gearon, Jr.
|
||||
/s/ Nathan Richardson
|
Director
|
February 13, 2023
|
||
Nathan Richardson
|
||||
/s/ Daniel Brooks Baer
|
Director
|
February 13, 2023
|
||
Daniel Brooks Baer
|
||||
/s/ Gary I. Horowitz
|
Director
|
February 13, 2023
|
||
Gary I. Horowitz
|
||||
/s/ Meghan Stabler
|
Director
|
February 13, 2023
|
||
Meghan Stabler
|
||||
/s/ Maggie Lower
|
Director
|
February 13, 2023
|
||
Maggie Lower
|
Cooley LLP |
|
|
|
|
|
By: | /s/ John-Paul Motley |
|
|
John-Paul Motley |
|
Security Type
|
Title of Each Class of
Securities to be Registered
|
Fee Calculation Rule
|
Amount
to be
Registered(1)
|
Proposed
Maximum
Offering Price
Per Share
|
Proposed
Maximum
Aggregate
Offering Price
|
Fee Rate
|
Amount of
Registration Fee(6)
|
Equity
|
Grindr Inc. 2022 Equity Incentive Plan
Common Stock, $0.0001 par value per share
|
Rule 457(c) and (h)
|
13,764,400(2)
|
$6.15(3)
|
$84,651,060.00
|
0.00011020
|
$9,328.55
|
Equity
|
Grindr Group LLC Amended and Restated 2020 Equity Incentive Plan
Common Stock, $0.0001 par value per share
|
Rule 457 (h)
|
4,093,594(4)
|
$8.37(5)
|
$34,263,381.78
|
0.00011020
|
$3,775.82
|
TOTAL:
|
17,857,994
|
$118,914,441.78
|
$13,104.38
|
(1) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock of the Registrant (“Common Stock”) which become issuable under the
Grindr Inc. 2022 Equity Incentive Plan (the “2022 Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction which results in an increase in the number of shares of the Registrant’s outstanding
Common Stock.
|
(2) |
Represents shares of Common Stock reserved for issuance pursuant to future awards under the 2022 Plan. To the extent that any awards outstanding under the 2022 Plan are forfeited, are cancelled, are held back upon exercise or settlement of
an award to cover any exercise price, as applicable, or tax withholding, are reacquired by the Registrant prior to vesting, are satisfied without the issuance of stock or are otherwise terminated (other than by exercise) subsequent to the
date of this Registration Statement, the shares reserved for issuance pursuant to such awards will become available for issuance as shares of Common Stock under the 2022 Plan.
|
(3) |
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and (h) of the Securities Act based on a per share price of $6.15, the average of the high ($6.32) and low ($5.98) price of the Common Stock
on February 9, 2023, as reported on The New York Stock Exchange, which date is within five business days prior to the filing of this Registration Statement.
|
(4) |
Represents shares of Common Stock reserved for issuance pursuant to stock option and restricted stock unit awards outstanding under the Grindr Group LLC Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan”) as of the date of
this Registration Statement, which were assumed by the Registrant on November 18, 2022, pursuant to that certain Agreement and Plan of Merger, by and among Tiga Acquisition Corp. (“Tiga”), Tiga Merger Sub LLC (“Merger Sub”) and Grindr Group
LLC, dated May 9, 2022, as amended by that certain First Amendment to the Agreement and Plan of Merger, by and among Tiga, Merger Sub, Tiga Merger Sub II LLC and Grindr Group LLC, dated as of October 5, 2022.
|
(5) |
Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon $8.37 per share, which is the weighted-average exercise price
for options outstanding under the 2020 Plan.
|
(6) |
Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) the fee rate in the amount of 0.00011020.
|