Delaware
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7370
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92-1079067
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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William Shafton
VP, Business & Legal Affairs and Secretary
Grindr Inc.
750 N. San Vicente Blvd., Suite RE 1400
West Hollywood, California 90069
(310) 776-6680
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John-Paul Motley
David Peinsipp
Kristin VanderPas
Cooley LLP
355 S. Grand Avenue Suite 900
Los Angeles, California 90071
(213) 561-3250
3 Embarcadero Center, 20th Floor
San Francisco, California 94111
(415) 693-2000
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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the success in retaining or recruiting, or changes required in, our directors, officers or key employees;
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the impact of the regulatory environment and complexities with compliance related to such environment, including maintaining
compliance with privacy and data protection laws and regulations;
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the ability to respond to general economic conditions;
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factors relating to our and our subsidiaries’ business, operations and financial performance, including:
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competition in the dating and social networking products and services industry;
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the ability to maintain and attract users;
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fluctuation in quarterly and yearly results;
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the ability to adapt to changes in technology and user preferences in a timely and cost-effective
manner;
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the ability to protect systems and infrastructures from cyber-attacks and prevent unauthorized
data access;
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the dependence on the integrity of third-party systems and infrastructure; and
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the ability to protect our intellectual property rights from unauthorized use by third parties.
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whether the concentration of our stock ownership and voting power limits our stockholders’ ability to influence corporate
matters;
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the effects of the ongoing coronavirus (“COVID-19”) pandemic, the 2022 mpox outbreak, or other infectious diseases, health
epidemics, pandemics, natural disasters, or other adverse macroeconomic disruptions, including as a result of bank failures, on our business;
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the ability to maintain the listing of our common stock and public warrants on the NYSE; and
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the increasingly competitive environment in which we operate.
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Our business depends on the strength and market perception of the Grindr brand.
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Changes to our existing products and services, or the development and introduction of new products and services, could fail
to attract or retain users or generate revenue and profits.
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If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products
and services or do not convert to paying users, our revenue, financial results and business may be significantly harmed.
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Inappropriate actions by certain of our users could be attributed to us and damage our brand or reputation, or subject us to
regulatory inquiries, legal action, or other liabilities, which, in turn, could materially adversely affect our business.
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Unfavorable media coverage could materially and adversely affect our business, brand, or reputation.
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The online social networking industry in which we operate is highly competitive, and if we cannot compete effectively our
business will suffer.
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Our quarterly operating results and other operating metrics may fluctuate from quarter to quarter, which makes these metrics
difficult to predict.
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The distribution, marketing of, and access to our products and services depend, in large part, on third-party platforms and
mobile application stores, among other third-party providers.
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Privacy concerns relating to our products and services and the use of user information could negatively impact our user base
or user engagement, which could have a material and adverse effect on our business, financial condition, and results of operations.
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We rely primarily on the Apple App Store and Google Play Store as the channels for processing of payments. Any deterioration
in our relationship with Apple, Google or other such third parties may negatively impact our business.
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Adverse social and political environments for the LGBTQ community in certain parts of the world, including actions by
governments or other groups, could limit our geographic reach, business expansion, and user growth, any of which could materially and adversely affect our business, financial condition, and results of operation.
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Security breaches, unauthorized access to or disclosure of our data or user data, or other data security incidents could
expose us to liability, which could harm our reputation, generate negative publicity, and materially and adversely affect our business.
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Our success depends, in part, on the integrity of our information technology systems and infrastructures and on our ability
to enhance, expand, and adapt these systems and infrastructures in a timely and cost-effective manner.
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We have identified a material weakness in our internal control over financial reporting which, if not corrected, could affect
the reliability of our consolidated financial statements, and have other adverse consequences.
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Our success depends, in part, on our ability to access, collect, and use personal data about our users and to comply with
applicable privacy and data protection laws and industry best practices.
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Investments in our business may be subject to U.S. foreign investment regulations.
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Our business is subject to complex and evolving U.S. and international laws and regulations.
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The varying and rapidly evolving regulatory framework on privacy and data protection across jurisdictions could result in
claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.
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We are subject to litigation, regulatory and other government investigations, and adverse outcomes in such proceedings could
have a materially adverse effect on our business, financial condition, and results of operation.
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Activities of our users or content made available by such users could subject us to liability.
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Our indebtedness could materially adversely affect our financial condition, our ability to raise additional capital to fund
our operations, and operate our business.
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We have a limited operating history and, as a result, our past results may not be indicative of future operating performance.
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Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United
States.
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There is no guarantee that our warrants will be in the money at the time they become exercisable, and they may expire
worthless.
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The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to
attract and retain executive management and qualified board members.
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We have incurred and expect to continue to incur significantly increased costs and devote substantial management time as a
result of operating as a public company.
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We may be unable to maintain the listing of our securities on NYSE.
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The price of our securities may be volatile.
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Future resales of our Common Stock and/or Warrants may cause the market price of our securities to drop significantly, even
if our business is doing well.
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Sales of our Common Stock and/or Warrants or the perception of such sales, by us or by significant stockholders could cause
the market price for our securities to decline.
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We may be subject to securities litigation, which is expensive and could divert management attention.
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Reports published by analysts or the ceasing of publication of research or reports about us could adversely affect the price
and trading volume of our securities.
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We do not intend to pay cash dividends for the foreseeable future.
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A downturn in the global economy or other adverse macroeconomic disruptions, including as a result of bank failures,
especially in the U.S. and Europe, where a substantial majority of our revenue is generated could adversely harm our business.
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Our employees could engage in misconduct that materially adversely affects us.
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up to 6,900,000 Founder Shares;
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up to 144,214,804 shares of Common Stock owned by certain equityholders of Legacy Grindr, pursuant to the A&R
Registration Rights Agreement;
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up to 5,000,000 shares of Common Stock are issuable upon the exercise of the FPA Warrants;
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up to 297,157 shares of Common Stock acquirable upon the exercise of certain options; and
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up to 18,560,000 shares of Common Stock issuable upon the exercise of the Private Placement Warrants.
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users increasingly engage with competing products or services;
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user behavior on any of our products and services change, including decreases in the quality of the user base and frequency of
use of our products and services;
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our competitors mimic our products and services or penetrate our markets (or markets we would like to enter) and therefore harm
our user retention, engagement, and growth;
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users have difficulty installing, updating, or otherwise accessing our products and services on mobile devices because of
actions by us or third parties that we rely on to distribute our products and services;
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we fail to introduce new and improved products and services that appeal to our users, or if we make changes to existing
products and services that do not appeal to our users;
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we are unable to continue to develop products and services that work with a variety of mobile operating systems, networks, and
smartphones;
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users are no longer willing to pay for premium (fee-based) subscriptions or premium add-ons;
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we are unable to successfully balance our efforts to provide a compelling user experience with the decisions we make with
respect to the frequency, prominence, and size of advertisements and other commercial content that we display on our platform;
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we fail to protect our brand image or reputation;
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we experience decreases in user sentiment related to the quality of our products and services, or based upon concerns related
to data privacy and the sharing of user data, safety, security, or well-being, among other factors;
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we, or other companies in the industry, are the subject of adverse media reports or other negative publicity, including because
of our data practices or other companies’ data practices;
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we fail to keep pace with evolving online, market, and industry trends (including the introduction of new and enhanced digital
services);
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initiatives designed to attract and retain users and engagement are unsuccessful or discontinued;
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we adopt terms, policies, or procedures concerning user data or advertising, among other areas, that are perceived negatively
by our users or the general public;
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we are unable to combat inappropriate or abusive use of our platform;
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we fail to address user or regulatory concerns related to privacy, data security, personal safety, or other factors;
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we are unable to manage and prioritize information to ensure users are presented with content that is interesting, useful and
relevant to them;
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we fail to provide adequate customer service to users, advertisers, or other partners;
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technical or other problems prevent us from delivering our products and services in a rapid and reliable manner or otherwise
affect the user experience, such as security breaches, distributed denial-of-service attacks or failure to prevent or limit spam or similar content;
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our current or future products and services reduce user activity on Grindr by making it easier for our users to interact and
share on third-party websites;
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third-party initiatives that may enable greater use of our products and services, including low cost or discounted data plans,
are discontinued;
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there is decreased engagement with our products and services because of changes in prevailing social, cultural, or political
preferences in the markers in which we operate; and
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there are changes mandated by legislation, regulations, or government actions.
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the usefulness, ease of use, performance, and reliability of our products and services compared to our competitors;
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the size and demographics of our user base;
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the scale, growth, and engagement of our users with our products and services relative to those of our competitors;
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our ability to acquire efficiently new users for our products and services;
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the timing and market acceptance of our products and services;
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our ability to introduce new, and improve on existing, features, products and services, and services in response to
competition, user sentiment or requirements, online, market, social, and industry trends, the ever-evolving technological landscape, and the ever-changing regulatory landscape (in particular, as it relates to the regulation of online
social networking platforms);
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our ability to continue monetizing our products and services;
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the frequency, size, and relative prominence of the ads and other commercial content displayed by us or our competitors;
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our customer service and support efforts;
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the reputation of our brand for trust and safety and privacy and data protection, among other things;
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adverse media reports or other negative publicity;
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the effectiveness of our advertising and sales teams;
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continued growth in internet access and smartphone adoption in certain regions of the world, particularly emerging markets;
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changes mandated by legislation, regulatory authorities, or litigation, including settlements and consent decrees, some of
which may have a disproportionate effect on us;
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acquisitions or consolidations within our industry, which may result in more formidable competitors;
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our ability to attract, retain, and motivate talented employees, particularly software engineers;
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our ability to protect our intellectual property, including against our competitors’ possible attempts to mimic or copy aspects
of our Grindr App;
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our ability to cost-effectively manage and grow our operations; and
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our ability to maintain the value and reputation of our brand relative to our competitors.
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fluctuations in the rate at which we retain existing users and attracts new users, the level of engagement by our users, or our
ability to convert users from the free version of the platform to premium (fee-based) subscriptions;
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our development, improvement, and introduction of new products and services, services, technology, and features, and the
enhancement of existing products and services, services, technologies, and features;
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successful expansion into international markets, particularly in emerging markets;
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errors in our forecasting of user demand;
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increases in engineering, product development, marketing, or other operating expenses that we may incur to grow and expand
operations and to remain competitive;
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changes in our relationship with Apple, Google, or other third parties;
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announcements by competitors of significant new products and services, services, licenses, or acquisitions;
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the diversification and growth of our revenue sources;
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our ability to maintain gross margins and operating margins;
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fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign
currencies;
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changes in our effective tax rate;
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changes in accounting standards, policies, guidance, interpretations, or principles;
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the continued development and upgrading of our technology platform;
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our ability to effectively prevent and remediate system failures or breaches of security or privacy;
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our ability to obtain, maintain, protect and enforce intellectual property rights and successfully defend against claims of
infringement, misappropriation, or other violations of third-party intellectual property;
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adverse litigation judgments, settlements, or other litigation-related costs;
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changes in the legislative or regulatory environment, including with respect to privacy, intellectual property, consumer
product safety, and advertising, or enforcement by government regulators, including fines, orders, or consent decrees; and
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changes in business or macroeconomic conditions, including the impact of the current COVID-19 outbreak, inflation, lower
consumer confidence in our business or in the social networking industry generally, recessionary conditions, increased unemployment rates, stagnant or declining wages, political unrest, armed conflicts, natural disasters, as well as
financial market instability or disruptions to the banking system due to bank failures, particularly in light of the recent events that have occurred with respect to Silicon Valley Bank (“SVB”).
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decreases in monthly active users and user growth and engagement, including time spent on our products and services;
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decreased user access to and engagement with us through our mobile products and services;
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the degree to which our users cease or reduce the number of times they engage with ads placed through our products and
services;
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changes in our demographics that make us less attractive to advertisers;
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product changes or inventory management decisions that we make that reduce the size, frequency, or prominence of ads and other
commercial content displayed on our products and services;
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our inability to improve our analytics and measurement solutions that demonstrate the value of our ads and other commercial
content;
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loss of advertising market share to our competitors;
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adverse legal developments relating to advertising, including legislative action, regulatory developments, and litigation;
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competitive developments or advertiser perception of the value of our products and services that change the rates we can charge
for advertising or the volume of advertising on our products and services;
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adverse media reports or other negative publicity involving us or other companies in our industry;
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our inability to create new products and services that sustain or increase the value of our ads and other commercial content;
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changes in the pricing of online advertising;
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difficulty and frustration from advertisers who may need to reformat or change their advertisements to comply with our
guidelines;
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the impact of new technologies that could block or obscure the display of our ads and other commercial content; and
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the impact of macroeconomic conditions and conditions in the advertising industry in general.
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operational and compliance challenges caused by distance, language, and cultural differences;
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political tensions, social unrests, or economic instability, particularly in the countries in which we operate;
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differing levels of social and technological acceptance of our products and services, or lack of acceptance of them generally;
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low usage and/or penetration of internet-connected consumer electronic devices;
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risks related to the legal and regulatory environment in foreign jurisdictions, including with respect to privacy, data
security and unexpected changes in laws, regulatory requirements, and enforcement;
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potential damage to our brand and reputation due to compliance with local laws, including potential censorship or requirements
to provide user information to local authorities;
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our lack of a critical mass of users in certain markets;
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fluctuations in currency exchange rates;
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higher levels of credit risk and payment fraud;
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enhanced difficulties of integrating any foreign acquisitions;
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burdens of complying with a variety of foreign laws, including multiple tax jurisdictions;
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competitive environments that favor local businesses;
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reduced protection for intellectual property rights in some countries;
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difficulties in staffing and managing global operations and the increased travel, infrastructure, and legal compliance costs
associated with multiple international locations;
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regulations that might add difficulties in repatriating cash earned outside the U.S. and otherwise preventing us from freely
moving cash;
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import and export restrictions and changes in trade regulations;
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political unrest, terrorism, military conflict (such as the conflict involving Russia and Ukraine), war, health and safety
epidemics (such as the COVID-19 pandemic and the 2022 mpox outbreak) or the threat of any of these events;
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export controls and economic sanctions administered by the U.S. Department of Commerce Bureau of Industry and Security and the
U.S. Department of the Treasury Office of Foreign Assets Control and similar regulatory entities in other jurisdictions;
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compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar anti-corruption laws in other
jurisdictions; and
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compliance with statutory equity requirements and management of tax consequences.
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hiring additional personnel to bolster our accounting capabilities and capacity;
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designing and implementing appropriate modules in our financial systems to automate manual reconciliations and calculations;
and
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evaluating, designing and implementing the internal controls and procedures with respect to the closing process, including the
measures stated above, to limit human judgment and clerical errors and enhance adequacy of reviews to assure timely and accurate financial reporting.
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incur or guarantee additional debt;
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incur certain liens;
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effect change of control events;
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make certain investments;
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make certain payments or other distributions;
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declare or pay dividends;
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enter into transactions with affiliates;
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prepay, redeem or repurchase any subordinated indebtedness or enter into amendments to certain subordinated indebtedness in a
manner materially adverse to the lenders; and
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transfer or sell assets.
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a limited availability of market quotations for our securities;
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reduced liquidity for our securities;
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a determination that our Common Stock is a “penny stock” which will require brokers trading our Common Stock to adhere to more
stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
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a limited amount of news and analyst coverage; and
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a decreased ability to issue additional securities or obtain additional financing in the future.
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changes in the industry in which we operate;
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the success of competitive services or technologies;
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developments involving our competitors;
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regulatory or legal developments in the United States and other countries;
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developments or disputes concerning our intellectual property or other proprietary rights;
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the recruitment or departure of key personnel;
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actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities
analysts;
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variations in our financial results or those of companies that are perceived to be similar to us;
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general economic, industry and market conditions, such as the effects of the COVID-19 pandemic, the 2022 mpox outbreak,
recessions, interest rates, inflation, international currency fluctuations, political instability and acts of war or terrorism; and
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the other factors described in this “Risk Factors” section.
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Global Social Networking Applications Industry, Independent Market Research by Frost & Sullivan, March 2022, which was
commissioned by Legacy Grindr in 2021 and 2022 (the “Frost & Sullivan Study”).
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ILGA World, State-Sponsored Homophobia Global Legislation Overview Update Report, 2022 (the “ILGA
World Report”).
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Morning Consult April–May 2022 Q1 Survey of 1000 GBTQ US Adults, commissioned by Legacy Grindr (the “Morning Consult Survey”).
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Revenue of $195.0 million and $145.8 million, respectively. The increase for the year ended December 31, 2022 compared to the
year ended December 31, 2021 was $49.2 million, or 33.7%.
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Net income of $0.9 million and $5.1 million, respectively. The decrease for the year ended December 31, 2022 compared to the
year ended December 31, 2021 was $(4.2) million, or (82.4)%.
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Adjusted EBITDA of $85.2 million and $77.1 million, respectively. The increase for the year ended December 31, 2022 compared to
the year ended December 31, 2021 was $8.1 million, or 10.6%. See “Management’s Discussion and Analysis of Financial Condition and Result of Operations—Non-GAAP Financial Measures—Adjusted EBITDA” for
more details on the calculations and reconciliations.
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(in thousands, except Adjusted ARPPU, ARPPU and ARPU)
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Year Ended
December 31,
2022
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Year Ended
December 31,
2021
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Key Operating Metrics
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Average Paying Users
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788
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601
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Adjusted Average Direct Revenue per Paying User (“Adjusted ARPPU”)
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$17.28
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$16.21
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Average Direct Revenue per Paying User (“ARPPU”)
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$17.28
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$16.08
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Monthly Active Users
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12,246
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10,799
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Average Total Revenue per User (“ARPU”)
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$1.33
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$1.13
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($ in thousands)
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Year Ended
December 31,
2022
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Year Ended
December 31,
2021
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Key Financial and Non-GAAP Metrics(1)
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Revenue
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$195,015
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$145,833
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Adjusted Direct Revenue
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$163,308
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$116,931
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Indirect Revenue
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31,707
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29,802
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Net income
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$852
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$5,064
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Net income margin
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0.4%
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3.5%
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Adjusted EBITDA
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$85,192
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$77,054
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Adjusted EBITDA Margin
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43.7%
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52.8%
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Net cash provided by operating activities
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$50,644
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$34,430
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(1)
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See “Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Non-GAAP Financial Measures” for additional information and a reconciliation of net income to Adjusted EBITDA and Adjusted EBITDA Margin and reconciliation of Direct Revenue to Adjusted Direct Revenue.
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Paying Users. A Paying User is a user that has purchased or renewed a Grindr subscription and/or purchased a premium add-on on
the Grindr App. We calculate Paying Users as a monthly average, by counting the number of Paying Users in each month and then dividing by the number of months in the relevant measurement period. Paying Users is a primary metric that we
use to judge the health of our business and our ability to convert users to purchasers of our premium features. We are focused on building new products and services and improving on existing products and services, as well as launching new
pricing tiers and subscription plans, to drive payer conversion.
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ARPPU. We calculate average revenue per Paying User (“ARPPU”) based on Direct Revenue in any measurement period, divided by
Paying Users in such a period divided by the number of months in the period.
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Adjusted ARPPU. We calculate adjusted ARPPU based on Adjusted Direct Revenue (excluding purchase accounting adjustments) in any
measurement period, divided by Paying Users in such a period divided by the number of months in the period.
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MAUs. A MAU, or Monthly Active User, is a unique device that demonstrated activity on the Grindr App over the course of the
specified period. Activity on the app is defined as opening the app, chatting with another user, or viewing the cascade of other users. We also exclude devices where all linked profiles have been banned for spam. We calculate MAUs as a
monthly average, by counting the number of MAUs in each month and then dividing by the number of months in the relevant period. We use MAUs to measure the number of active users on our platform on a monthly basis and to understand the
pool of users we can potentially convert to Paying Users.
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|
ARPU. We calculate average total revenue per user (“ARPU”) based on Total Revenue in any measurement period, divided by our MAUs
in such a period divided by the number of months in the period. As we expand our monetization product offerings, develop new verticals, and grow our community of users, we believe we can continue to increase our ARPU.
|
•
|
Adjusted EBITDA. We define Adjusted EBITDA as net income excluding income tax (benefit) provision, interest expense,
depreciation and amortization, stock-based compensation expense, non-core expenses/losses (gains). Non-core expenses/losses (gains) include purchase accounting adjustments related to deferred revenue, transaction-related costs, asset
impairments, management fees, interest income from the related party loan to Catapult GP II, and change in fair value of warrant liability. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenue.
|
•
|
Adjusted Direct Revenue. We define Adjusted Direct Revenue as Direct Revenue adjusted for the release of the fair value
adjustment of deferred revenue into revenue of the acquired deferred revenue due to the June 10, 2020, acquisition by SVH.
|
($ in thousands)
|
| |
Year Ended
December 31,
2022
|
| |
% of
Total
Revenue
|
| |
Year Ended
December 31,
2021
|
| |
% of
Total
Revenue
|
Consolidated Statements of Operations and
Comprehensive Income
|
| |
|
| |
|
| |
|
| |
|
Revenue
|
| |
$195,015
|
| |
100.0%
|
| |
$145,833
|
| |
100.0%
|
Operating costs and expenses
|
| |
|
| |
|
| |
|
| |
|
Cost of revenue (exclusive of depreciation and amortization
shown separately below)
|
| |
51,280
|
| |
26.3%
|
| |
37,358
|
| |
25.6%
|
Selling, general and administrative expense
|
| |
75,295
|
| |
38.6%
|
| |
30,618
|
| |
21.0%
|
Product development expense
|
| |
17,900
|
| |
9.2%
|
| |
10,913
|
| |
7.5%
|
Depreciation and amortization
|
| |
37,505
|
| |
19.2%
|
| |
43,234
|
| |
29.6%
|
Total operating costs and expenses
|
| |
181,980
|
| |
93.3%
|
| |
122,123
|
| |
83.7%
|
Income from operations
|
| |
13,035
|
| |
6.7%
|
| |
23,710
|
| |
16.3%
|
Other expense
|
| |
|
| |
|
| |
|
| |
|
Interest expense, net
|
| |
(31,538)
|
| |
(16.2)%
|
| |
(18,698)
|
| |
(12.8)%
|
Other (expense) income, net
|
| |
(2,799)
|
| |
(1.4)%
|
| |
1,288
|
| |
0.9%
|
Change in fair value of warrant liability
|
| |
21,295
|
| |
10.9%
|
| |
—
|
| |
—%
|
Total other expense
|
| |
(13,042)
|
| |
(6.7)%
|
| |
(17,410)
|
| |
(11.9)%
|
Net (loss) income before income tax
|
| |
(7)
|
| |
—%
|
| |
6,300
|
| |
4.3%
|
Income tax (benefit) provision
|
| |
(859)
|
| |
(0.4)%
|
| |
1,236
|
| |
0.8%
|
Net income
|
| |
$852
|
| |
0.4%
|
| |
$5,064
|
| |
3.5%
|
Net income per share
|
| |
$0.01
|
| |
|
| |
$0.03
|
| |
|
|
| |
Year Ended
December 31,
2022
|
| |
Year Ended
December 31,
2021
|
Current income tax provision:
|
| |
|
| |
|
Federal
|
| |
$8,696
|
| |
$4,828
|
State
|
| |
1,647
|
| |
711
|
International
|
| |
17
|
| |
9
|
Total current tax provision:
|
| |
10,360
|
| |
5,548
|
Deferred income tax benefit:
|
| |
|
| |
|
Federal
|
| |
(9,791)
|
| |
(4,436)
|
State
|
| |
(1,428)
|
| |
124
|
International
|
| |
—
|
| |
—
|
Total deferred tax benefit:
|
| |
(11,219)
|
| |
(4,312)
|
Total income tax (benefit) provision
|
| |
$(859)
|
| |
$1,236
|
($ in thousands)
|
| |
Year Ended
December 31,
2022
|
| |
Year Ended
December 31,
2021
|
Reconciliation of Direct Revenue to
Adjusted Direct Revenue
|
| |
|
| |
|
Direct Revenue
|
| |
$163,308
|
| |
$116,031
|
Adjustments
|
| |
—
|
| |
900
|
Adjusted Direct Revenue
|
| |
$163,308
|
| |
$116,931
|
($ in thousands)
|
| |
Year Ended
December 31,
2022
|
| |
Year Ended
December 31,
2021
|
Reconciliation of net income to adjusted
EBITDA
|
| |
|
| |
|
Net income
|
| |
$852
|
| |
$5,064
|
Interest expense, net(1)
|
| |
31,538
|
| |
18,698
|
Income tax (benefit) expense
|
| |
(859)
|
| |
1,236
|
Depreciation and amortization
|
| |
37,505
|
| |
43,234
|
Transaction-related costs(2)
|
| |
6,499
|
| |
3,854
|
Litigation related costs(3)
|
| |
1,722
|
| |
1,913
|
Stock-based compensation expense
|
| |
28,586
|
| |
2,485
|
Management fees(4)
|
| |
644
|
| |
728
|
Purchase accounting adjustment
|
| |
—
|
| |
900
|
Other income(5)
|
| |
—
|
| |
(1,058)
|
Change in fair value of warrant liability(6)
|
| |
(21,295)
|
| |
—
|
Adjusted EBITDA
|
| |
$85,192
|
| |
$77,054
|
Revenue
|
| |
$195,015
|
| |
$145,833
|
Adjusted EBITDA Margin
|
| |
43.7%
|
| |
52.8%
|
(1)
|
Interest expense, net for the year ended December 31, 2022 included the loss on extinguishment of Deferred Payment (defined below).
|
(2)
|
Transaction-related costs consist of legal, tax, accounting, consulting, and other professional fees related to the Business
Combination and other potential acquisitions, that are non-recurring in nature.
|
(3)
|
For the years ended December 31, 2022 and December 31, 2021, litigation related costs primarily represent external legal fees
associated
|
(4)
|
Management fees represent administrative costs associated with SVH's administrative role in managing financial relationships and
providing directive on strategic and operational decisions, which ceased to continue after the Closing.
|
(5)
|
For the year ended December 31, 2021, other income primarily represents costs incurred from reorganization events that are
unrelated to Grindr's core ongoing business operations, including severance and employment related costs of $0.5 million, offset by PPP Loan forgiveness income of $1.5 million.
|
(6)
|
Change in fair value of warrant liability relates to our warrants that were remeasured to fair value of $17.9 million as of
December 31, 2022, resulting in a gain of $21.3 million for the year ended December 31, 2022.
|
($ in thousands)
|
| |
Year Ended
December 31,
2022
|
| |
Year Ended
December 31,
2021
|
Cash and cash equivalents, including restricted cash (as of the end of period)
|
| |
$10,117
|
| |
$17,170
|
Net cash provided by (used in):
|
| |
|
| |
|
Operating activities
|
| |
$50,644
|
| |
$34,430
|
Investing activities
|
| |
(5,585)
|
| |
(3,797)
|
Financing activities
|
| |
(52,112)
|
| |
(56,249)
|
Net change in cash and cash equivalents
|
| |
$(7,053)
|
| |
$(25,616)
|
•
|
Fair value of Common Stock. The fair value of our Common Stock was estimated because
our Common Stock had not yet been publicly traded prior to the Business Combination.
|
•
|
Expected term. The expected option term represented the period that the options were
expected to be outstanding and is based on historical experience of similar awards, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior.
|
•
|
Expected volatility. The expected volatility was based on the historical and implied
volatility of comparable publicly traded companies’ Common Stock over a similar expected term.
|
•
|
Expected dividend yield. The expected dividend yield was zero as we had never
declared or paid cash dividends.
|
•
|
Approximately 12.2 million MAUs in 2022.
|
•
|
Approximately 788 thousand Paying Users in 2022. Our Paying Users increased by 31.0% in 2022, as compared to 2021.
|
•
|
MAUs in over 190 countries and territories in the world as of December 31, 2022.
|
•
|
21 supported languages on Android and 9 on iOS as of December 31, 2022.
|
•
|
On average, users on our platform sent over 308 million daily messages in 2022.
|
•
|
Our profiles spent an average of 58 minutes per day each on the Grindr App in December 2022, which ranks us number one among
apps focused on the LGBTQ community, according to the Frost & Sullivan Study commissioned by Grindr.
|
•
|
We help people find meaningful connections, whether it's casual dating, relationships and love, community and friendships,
travel information, local and discovery, and beyond.
|
•
|
Our platform builds community and friendships. Our user experience is essentially a world without walls, connecting one user to
the next, allowing the community to see each other, many of whom sometimes feel unseen.
|
•
|
We are advancing LGBTQ equality and safety. Our Grindr for Equality initiative, or G4E, has worked around the world for the
safety and justice for the LGBTQ community. Coordinating with NGOs, governments, and nonprofits, G4E has worked to change and inform policy, increase access to vital healthcare services such as HIV testing, and bring valuable information
to millions of people in over 50 languages.
|
•
|
We bring empowerment through partnerships with organizations such as Aids/Lifecycle, National/Local Pride Organizations, and
Voting Campaigns.
|
•
|
We drive social influence with fun and engaging ways on social media channels to help the general population better understand
our community, plight, and interconnectedness.
|
•
|
For the years ended December 31, 2022 and 2021, we generated:
|
○
|
Total revenue of $195.0 million and $145.8 million, respectively, representing year-over-year
growth of 33.7%;
|
○
|
Net Income of $0.9 million and $5.1 million, respectively. The decrease for the year ended
December 31, 2022 compared to the year ended December 31, 2021 was $(4.2) million, or (82.4)%; and
|
○
|
Adjusted EBITDA of $85.2 million and $77.1 million, respectively. The increase for the year ended
December 31, 2022 compared to the year ended December 31, 2021 was $8.1 million, or 10.6%.
|
Identity expression: users
can create, manage, and control their identity, profile, and presence on the app.
|
| |
|
|
| ||
Connection: users can find
and be found by those they are interested in; those nearby right now, or anywhere globally.
|
| ||
|
| ||
Interaction: users can chat
and interact with any profile instantly, in an open, fun, and engaging way.
|
| ||
|
| ||
Trust and Safety: users
receive guidance and tools to be safe across their experience.
|
| ||
|
| ||
Premium: users can pay for
greater access to more users and for more control over how they find one another and interact.
|
|
1. Sign up: New users create an account with their email, or through social media
account authentication (e.g., Facebook, Google, Apple).
|
| |
|
| |
2. Age verification: Users verify their age to confirm they are not a minor, and
that they are eligible to use the Grindr service.
|
| |
|
|
| |
|
| |
|
| |
|
3. Human Verification: Users complete a human verification step to reduce the
spam and bot activity on the app, and sign our Terms and Conditions of Service, as well as our Privacy and Cookie Policy.
|
| |
|
| |
4. Profile Photos: Users create a rich profile expressing their identity, by
first adding a visual representation of themselves through photos and media.
|
| |
|
|
| |
|
| |
|
| |
|
5. About Me: Users personalize their profile by adding a display name and custom
“about me” narrative, enlivening their profile and helping them form more meaningful connections with others.
|
| |
|
| |
6. Stats: Users can optionally share key data such as age, height, tribe, body
type, gender identity, ethnicity, relationship status, and self-reported sexual health information, to help them connect with others in the queer community.
|
| |
|
|
| |
|
| |
|
| |
|
7. Tags: Users express their interests, identity, and community affiliation by
adding tags to their profile.
|
| |
|
| |
8. Complete Profile: Users’ completed profile is their chosen representation of
themselves and their identity on the platform, and enables them to find and be found by those they are interested in.
|
| |
|
1. The Cascade: Users are instantly immersed in the community when they arrive on
The Cascade: Grindr’s industry-defining user interface – a grid of profiles with location information, creating many connections quickly and easily.
|
| |
|
| |
2. Filters: Users can personalize their cascade by filtering for key
characteristics they are interested in.
|
| |
|
|
| |
|
| |
|
| |
|
3. Search: Users can find others with specific interests and community
affiliations by searching for others with specific tags on their profile.
|
| |
|
| |
4. Tags: Users can find community by browsing custom cascades composed of
profiles sharing the same tags.
|
| |
|
|
| |
|
| |
|
| |
|
5. Explore: Users can also explore cascades of other users in locations across
the globe, forming meaningful connections anywhere.
|
| |
|
| |
6. Viewed Me: Users can see those who may be interested in them, having recently
viewed their profile.
|
| |
|
|
| |
|
| |
|
| |
|
7. Taps: Users can express their interest in others by “tapping” the profile of
someone they have viewed.
|
| |
|
| |
8. Favorites: Users can maintain meaningful connections by favoriting profiles,
and seeing a custom cascade of all their favorites anytime.
|
| |
|
1. Open Messaging: users can interact with anyone of interest through our unique
open messaging platform. They can initiate one or multiple messages from profiles on their cascades, or respond to messages sent to them.
|
| |
|
| |
2. Inbox: Users manage the many messages they can send and receive through the
inbox, with a special “taps” section for those who’ve expressed an interest in them.
|
| |
|
|
| |
|
| |
|
| |
|
3. Share Photos: Users can have rich and meaningful interactions by sharing
additional photos with one another through the messaging feature.
|
| |
|
| |
4. Albums: Users can further meaningful interactions by creating private albums,
which they can share with select individuals with whom they have a special connection.
|
| |
|
|
| |
|
| |
|
| |
|
5. Share video and audio: Users can also deepen connections by sharing video or
audio with one another through the messaging feature.
|
| |
|
| |
6. Live Video Calls: Users can also interact with live video calls to further get
to know one another, or confirm their mutual interests.
|
| |
|
|
| |
|
| |
|
| |
|
7. Group messaging: Multiple users can interact and meet one another through the
group messaging feature.
|
| |
|
| |
8. Location sharing: When users have built up a trusting connection, they can
choose to share their location and make plans to meet in real life.
|
| |
|
1. Sexual health + testing information: Users can express their sexual health and
testing information on their profile, and view the same information from users who have chosen to share it. They can also choose to receive testing reminders to help maintain their health.
|
| |
|
| |
2. Blocking: Users may block other profiles if they are not having a positive or
meaningful interaction.
|
| |
|
|
| |
|
| |
|
| |
|
3. Reporting and proactive monitoring: Users may report behavior that may violate
the terms of the platform. Grindr provides reactive and proactive moderation services to support the user and platform safety.
|
| |
|
| |
4. Help Center: Users are provided with easy access to helpful safety information
at any time in the app and at various points throughout the service.
|
| |
|
•
|
Access to view 100 profiles on the Nearby Cascade
|
•
|
Use of some basic filters to find others
|
•
|
Use of all tags to search for users with similar interest
|
•
|
Tapping others to express interest
|
•
|
Viewing user profiles in the explore tab
|
•
|
Messaging openly with anyone from the Nearby Cascade
|
•
|
Sharing photos and location information through messages to facilitate meaningful connections
|
•
|
600 profiles: access to 5x more (up to 600) profiles on our Nearby Cascade than our free version of the app
|
•
|
No ads: removal of banner and interstitial ads, providing XTRA users with an ad-free experience
|
•
|
Advanced filters: e.g. height, weight, body type, relationship status, online status, photos, and prior chat history
|
•
|
XTRA Explore: increased utility of Explore mode, including the ability to chat with, tap, and favorite users
|
•
|
Premium messaging features: e.g. frequently used phrases and message read receipts
|
•
|
Unlimited profiles: allowing users to view unlimited profiles on the Nearby, Explore, and Tag cascades
|
•
|
Viewed Me: allowing users to see who is looking at their profile
|
•
|
Incognito: allowing users to browse without being seen
|
•
|
Unsend: allows users to undo sent messages and photos
|
•
|
Typing status: allowing users to know when someone is in the process of messaging them
|
•
|
Translate: allowing users to translate messages in different languages
|
XTRA
|
| |
|
| |
|
| |
|
1. 600 Profiles
|
| |
|
| |
2. No Ads
|
| |
|
|
| |
|
| |
|
| |
|
3. Advanced Filters
|
| |
|
| |
4. Saved phrases and read receipts
|
| |
|
1. Unlimited profiles
|
| |
|
| |
2. Viewed Me
|
| |
|
|
| |
|
| |
|
| |
|
3. Incognito
|
| |
|
| |
4.Typing status + unsend
|
| |
|
•
|
The Largest Global LGBTQ Focused Mobile Social Platform. We were
established in 2009 as one of the first global social platforms exclusively addressing the needs of the LGBTQ community. We built our mobile social platform to address the broadly underserved LGBTQ community’s need for a comprehensive
digital platform to connect, share, and consume content. Driven by our first-mover advantage, we have rapidly built the world’s largest LGBTQ social platform in terms of users in 2021, according to the Frost & Sullivan Study
commissioned by Grindr. In 2022, we had approximately 12.2 million MAUs and users in over 190 countries and territories, with our Grindr App available in over 21 language versions. We have users in several markets as of December 31, 2022,
including developed markets such as the United States, the U.K., France, Spain, and Canada, and emerging markets such as Brazil, Mexico, India, Chile, and the Philippines.
|
•
|
Large, Highly Engaged, and Growing User Base. Our large and highly
engaged global user base drives the continuous growth of our daily operations. The Grindr App had approximately 12.2 million MAUs in 2022. During the same period, our users on average sent over 260 million chats and each individual user
spent an average of 58 minutes per day on our Grindr app.
|
•
|
Preeminent Brand within the LGBTQ Community. Our brand is one of
the most well-known in the LGBTQ community and has become broadly associated with LGBTQ culture. According to the Morning Consult Survey, Grindr is the best-known gay dating app among Gay, Bisexual, Transgender and Queer people, with 85%
brand awareness, and is also the best-known gay dating app among the general population. We are frequently mentioned by world-class media, including the BBC, CNN, and other influential media platforms, and we have more social media
followers than most of our competitors on nearly every platform, which helps to constantly reinforce the social exposure of our brand. Additionally, our G4E campaigns have further strengthened our brand awareness and our position as a
leader within the
|
•
|
Organic and Viral Growth Driven by Network Effects. As a pioneer in
the LGBTQ social networking space, we have benefited from a substantial first mover advantage and reached a scale that continues to propel the viral growth of our business, brand awareness, and user acquisition. Leveraging this strong
brand awareness and significant user network, our historical growth has been driven primarily by network effects, including strong word of mouth referrals and other organic means. The large scale of our user base offers ample
opportunities for potential connections and leads to a better experience for our users. The superior user experience of our products and services attracts more users to our platform and increases our rankings in search engines and app
stores. As a result, we believe we achieve a higher frequency of word-of-mouth referrals from satisfied users, which further drives our scale while maintaining low user acquisition costs. In the years ended December 31, 2022 and 2021,
sales and marketing, excluding personnel-related expenses, comprised 1.5% and 0.9%, respectively, of our revenue over the same time period.
|
•
|
Superior User Experience. We believe the superior user experience
we offer distinguishes us from our competitors. We have devoted substantial resources to continuously improving our products and services and enhancing the user experience. We emphasize technology and product innovations based on robust
data compiled from product usage, competitive studies, customer feedback, and our industry experience. Our geolocation technology, grid display interface, complex filter functions, and other innovative features and functionalities enable
users to discover and connect to each other effortlessly and seamlessly. Our profiles spent an average of 58 minutes per day each on the Grindr App in December 2022, which ranks us number one among apps targeting the LGBTQ community,
according to the Frost & Sullivan Study commissioned by Grindr.
|
•
|
Strong Margins and Profitable Business Model. Our business model
generates strong margins and high cash flow given our revenue model and low paid user acquisition spend. Our margins have increased over time as a result of scaling revenue and achievement of cost efficiencies, despite continual
investment in our brand, product, technology, and anti-abuse platform. In the years ended December 31, 2022 and 2021, our net margin was 0.4% and 3.5% respectively, and our Adjusted EBITDA Margin was 43.5% and 52.8%, respectively.
|
•
|
Expand Monetization Capabilities. We believe we can improve our
monetization capabilities by continuing to optimize and develop our subscription offerings, introducing more stand-alone premium functions, and further optimizing our indirect revenue offerings, as described in more detail below:
|
•
|
Continue to optimize and develop our subscription offerings. We plan to continue to optimize our subscription conversion
through features like introductory offers, discounted trials, and win-back offers. We plan to continue to develop our subscription offerings by adding more premium features to our XTRA and Unlimited products and services, such as more
advanced filters and Cascade navigation, improvements to Viewed Me, and more premium messaging features. We also expect to continue to optimize subscription pricing globally.
|
•
|
Introduce more stand-alone paid features. We intend to introduce more stand-alone paid features in addition to existing
subscription services. For example, we plan to allow some premium features to be purchased on a stand-alone basis, including better profile positions, appearance management, and other functions.
|
•
|
Further optimize our indirect business. We intend to further optimize our indirect business by leveraging our advertising
partnerships, brand sales team, and self-serve advertising system. We will continue to experiment and evaluate opportunities to increase indirect revenue through brand partnerships, unique advertising units, and merchandise.
|
•
|
Grow Our User Base. We plan to deepen our penetration in our
current markets, including in our key established markets such as the United States and Europe. We will continue to introduce additional features that boost user engagement, increase retention, and stimulate existing users to make
word-of-mouth referrals. We also plan to enhance our marketing initiatives in these core regions. We also plan to grow our user base by targeting geographic regions outside of our current core markets that have a large number of untapped
potential users and fast-growing economies. In order to attract users in these new markets, we may offer innovative and customized products and services and features adapted to specific market conditions and demands. To supplement our
organic user growth, we plan to selectively invest in paid online channels, digital video channels and, where appropriate, offline channels, to further improve our penetration and market share in certain markets.
|
•
|
Continue to Innovate and Develop New Features. We plan to continue
to improve our products and services and introduce new features and functions for better user experiences and higher user engagement. These features and functions may be broadly implemented or strategically targeted at select regions. For
example, we released tags globally in the first quarter of 2022, a feature designed to allow our users to filter and find people with specific interests highlighted on user profiles. We evaluate new functions and features in small target
audiences and then roll out features with high test ratings to the larger global user base. For example, we recently released private albums first in Australia and New Zealand. After collecting initial feedback and improving the product,
we released it globally in 2022. We will also continue to enhance user experiences and engagement by continuously improving our existing features and functions, including through optimization of stability, loading speed, and user
interface design.
|
•
|
Diversify Our Products and Services and Platform. We will continue
to diversify our offerings both vertically and horizontally. Our global reach and scale have given us insights into the unique challenges our user base experiences. We believe these insights will enable us to diversify our product into
other areas that touch or concern our users. We are in the early stages of building a web-based product that will allow our privacy-focused users a way to use our product without downloading an app through an app ecosystem. Additionally,
we are collaborating with several partners in related industries to explore complementary functions and products and services to serve the core social interaction needs of our users.
|
•
|
Invest in Machine Learning and Data Science. We will continue to
invest in data to improve our product, protect our users, fight abuse and spam on our platform, and attract new users. We believe our efforts in machine learning and data science will help our users have more successful connections and
improve the overall experience on our platform.
|
•
|
Pursue Strategic Investments and Acquisitions. In addition to
organic growth, we also plan to make strategic investments and acquisitions in targeted markets. We are continually seeking opportunities for potential strategic investments in, or acquisitions of, related or complementary businesses to
help build a stronger social ecosystem for the LGBTQ community.
|
•
|
Location-based Technologies. We have built a large-scale location
search system to connect our online users’ locations in real-time so they can seamlessly engage with their hyper-local community. This scale and accuracy of our system differentiates us from competitors. Our technology manages millions of
users’ real-time locations every second of every day. We have developed a carefully optimized system capable of
|
•
|
Data Management, Protection, and Privacy. We process over ten
terabytes of user data generated on our platform on a daily basis; from that we persist over seven terabytes of data per day. In order to do this, we have built our own data warehouse infrastructure on top of world class third-party
platforms. We have also built and deployed tools that allow for easy data summarization, ad hoc querying, and analysis of large datasets. These technologies help us provide each user with a personalized experience.
|
•
|
Our Information Security and Data Protection Program closely aligns with the National Institute of Standards and Technologies’
(“NIST”) Cybersecurity Framework. In order to protect our data estate we have devised many procedures and controls to ensure our data is confidential, available, and maintains integrity. The level of controls utilized to maintain
confidentiality, availability, and integrity of our data is based upon a data matrix that takes into account the sensitivity and criticality of the data. Our controls implore the usage of industry standard one-way hashing, and both
symmetric and asymmetric encryption for data at rest and in transit.
|
•
|
Access to data stores is made available by the usage of a virtual private network (“VPN”) device and is further gated by
role-based access controls of privileged accounts. If data access is required for business reasons, it is granted to a specific individual for a specific data asset. All permission requests are approved by a data custodian and all access
is monitored and reviewed on a regular basis.
|
•
|
Large-scale Infrastructure. We have invested considerable resources
and investments on our underlying architecture to serve more than a billion daily application programmable interface (“API”) requests. We have also invested resources in adopting container technologies, which allow us to scale our backend
systems more easily. We run services in multiple availability zones (data centers) for redundancy. As a cloud-first company, everything we build is designed to scale and run in a stateless environment. Externally, we process over four
billion API requests per day. During January 2023, we processed over 10.3 billion messages. We believe these systems will easily continue to scale as we grow.
|
•
|
Client first technologies. Our APIs are designed to support
real-time product features agnostic of the clients (mobile or web). We believe in the approach of build once and leverage across several clients to deliver superior uniform user experience. It’s common for users to switch between devices
and other mediums and this system ensures our users can pick up where they left off.
|
•
|
Automated Review. We implement preventative technologies to help
mitigate risks of user misbehavior. We automatically scan profiles upon creation and conduct ongoing scans for fraudulent behavior or violations of our Community Guidelines. Our algorithms and automations remove many malicious profiles
before they can interact with our community. We utilize third party tooling to enhance our automated review capabilities. In addition, we provide users with a robust appeals system which allows our users to have a manual human review of
any automated decision.
|
•
|
Manual Review. Our experienced human reviewers play an integral
role in our moderation process. As of December 31, 2022, we utilized a team of content review personnel dedicated to moderating content on the Grindr App. We believe empathy with and understanding of our community is key to making good
moderation decisions. In addition to general moderation training, our moderators regularly receive specific training on bias, gender, microaggressions, and discrimination, to help them make as fair and equitable decisions as possible. In
addition to removing and blocking profiles and illicit content, our moderators reinforce our Community Guidelines to our users through our in-app warning system, which reminds our users of our expectations before their behavior escalates.
|
•
|
Community Feedback. Our engaged user base also helps us maintain a
safe, positive, and inclusive community. Through in-app tools, we encourage users to report inappropriate content and misbehavior.
|
•
|
Online Initiatives. We attract new users and generate brand
awareness through data and insight-driven content marketing and social media initiatives, influencer marketing campaigns, and video and brand partnerships. In addition, we leverage the Grindr App’s internal marketing tools and
capabilities to connect external brands with our user base, and to drive awareness for our own new features and initiatives. We also partner with G4E to provide in-kind donations of digital marketing inventory to LGBTQ community groups
around the world. We regularly reassess growth opportunities across all of our organic, owned and operated, and paid channels. To date, relatively little paid online user acquisition has been required for us to grow, given our brand
awareness and word-of-mouth referrals.
|
•
|
Offline Initiatives. We organize and participate in a variety of
offline events to increase brand awareness and underscore commitment to the LGBTQ community. These events can also provide opportunities for monetization through sponsorships. Examples include WorldPride sponsorships in New York and
Copenhagen, the Outfest premier of our first original scripted web series Bridesman, annual activations at San Francisco’s Folsom Street Fair, and a partnership with GoFundMe for the Save Our Spaces campaign that supported historic LGBTQ
social venues affected by the pandemic and included hosting more than 30 Grindr-branded parties at local queer bars across the U.S. We intend to continue to explore additional offline marketing opportunities.
|
•
|
our ability to maintain and further develop our well-established brand;
|
•
|
our ability to continue to engage and grow our user base through technological innovation and introduction of new products and
services that meet user requirements;
|
•
|
our ability to efficiently distribute our products and services to new and existing users;
|
•
|
our ability to improve and maintain superior user experience of our platform, supported by well-designed products and services
and functions;
|
•
|
our ability to monetize our products and services;
|
•
|
our safety and security efforts and our ability to protect user data and to provide users with control over their data;
|
•
|
our ability to expand and maintain our global footprint;
|
•
|
our ability to navigate the changing regulatory landscape, particularly the changes in regulations relating to consumer digital
media platforms, privacy and data protection;
|
•
|
our ability to attract, retain and motivate talented employees, particularly software engineers, designers and product
managers; and
|
•
|
our ability to cost-effectively manage and grow our operations.
|
(1)
|
registration of over 80 domain names;
|
(2)
|
over 50 trademarks and 4 trademark applications;
|
(3)
|
12 copyright registrations; and
|
(4)
|
6 patents and 1 patent application.
|
Name
|
| |
Age
|
| |
Position
|
Executive Officers and Director
|
| |
|
| |
|
George Arison
|
| |
46
|
| |
Chief Executive Officer, Director
|
Vandana Mehta-Krantz
|
| |
55
|
| |
Chief Financial Officer
|
Austin “AJ” Balance
|
| |
36
|
| |
Chief Product Officer
|
Non-Employee Directors
|
| |
|
| |
|
G. Raymond Zage, III
|
| |
52
|
| |
Director
|
James Fu Bin Lu
|
| |
41
|
| |
Chairperson, Director
|
J. Michael Gearon, Jr.
|
| |
58
|
| |
Director
|
Daniel Brooks Baer
|
| |
45
|
| |
Director
|
Meghan Stabler
|
| |
59
|
| |
Director
|
Gary I. Horowitz
|
| |
65
|
| |
Director
|
Maggie Lower
|
| |
47
|
| |
Director
|
Nathan Richardson
|
| |
51
|
| |
Director
|
•
|
appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;
|
•
|
discussing with our independent registered public accounting firm their independence from management;
|
•
|
reviewing with our independent registered public accounting firm the scope and results of their audit;
|
•
|
pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting
firm;
|
•
|
overseeing the financial reporting process and discussing with management and our independent registered public accounting firm
the interim and annual financial statements that we file with the SEC;
|
•
|
reviewing and overseeing compliance with certain of our policies applicable to directors and employees, including, among other
things, the Related-Person Transactions Policy;
|
•
|
reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with
legal and regulatory requirements; and
|
•
|
establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting or auditing
matters.
|
•
|
reviewing, overseeing, modifying and approving our overall compensation strategy and policies;
|
•
|
reviewing and approving the compensation of the Chief Executive Officer;
|
•
|
making recommendations to the Board regarding the compensation of our senior management and directors;
|
•
|
reviewing and approving certain of our policies applicable to directors;
|
•
|
reviewing and approving or making recommendations to the Board regarding our incentive compensation and equity-based plans and
arrangements; and
|
•
|
reviewing and establishing appropriate insurance coverage for our directors and officers.
|
•
|
identifying individuals qualified to become new Board members, consistent with criteria approved by the Board;
|
•
|
identifying members of the Board qualified to fill vacancies on any Board committee and recommending that the Board appoint the
identified member or members to the applicable committee;
|
•
|
reviewing and recommending to the Board the compensation program for the Board’s non-executive directors;
|
•
|
reviewing and recommending to the Board corporate governance principles applicable to us;
|
•
|
overseeing the evaluation and performance of the Board and management;
|
•
|
reviewing and overseeing compliance with certain of our policies applicable to directors, including, among other things, the
Code of Business Conduct and Ethics;
|
•
|
overseeing legal, regulatory and public policy matters material to us, particularly with respect to matters that could have a
significant reputational impact on us; and
|
•
|
handling such other matters that are specifically delegated to the committee by the Board from time to time.
|
•
|
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 or an officer’s duty of loyalty to the corporation or its shareholders.
|
•
|
George Arison, Chief Executive Officer and director;
|
•
|
Vandana Mehta Krantz, Chief Financial Officer;
|
•
|
Jeffrey C. Bonforte, Former Chief Executive Officer;
|
•
|
Gary C. Hsueh, Former Chief Financial Officer; and
|
•
|
Austin “AJ” Balance, Chief Product Officer.
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)(1)
|
| |
Bonus
($)
|
| |
Stock
Awards
($)
|
| |
Total
($)
|
George Arison(2)(6)
Chief Executive Officer
|
| |
2022
|
| |
212,991
|
| |
—
|
| |
44,051,331
|
| |
44,264,322
|
Vandana Mehta Krantz(3)(7)
Chief Financial Officer
|
| |
2022
|
| |
136,305
|
| |
112,500
|
| |
5,387,410
|
| |
5,636,215
|
Jeffrey C. Bonforte(4)
Former Chief Executive Officer
|
| |
2022
|
| |
526,796
|
| |
—
|
| |
—
|
| |
526,796
|
Gary C. Hsueh(5)
Former Chief Financial Officer
|
| |
2022
|
| |
439,296
|
| |
—
|
| |
—
|
| |
439,296
|
Austin “AJ” Balance
Chief Product Officer
|
| |
2022
|
| |
376,959
|
| |
25,000
|
| |
—
|
| |
401,959
|
(1)
|
Represent amounts earned during the year ended December 31, 2022, whether or not paid in 2022.
|
(2)
|
Mr. Arison was hired as Grindr’s Chief Executive Officer in October 2022. Mr. Arison’s annualized base salary as of December 31,
2022 was $1,000,000.
|
(3)
|
Ms. Mehta-Krantz was hired as Grindr’s Chief Financial Officer in September 2022. Ms. Mehta-Krantz’s annualized base salary as
of December 31, 2022 was $505,000. Also includes the sign on bonus Ms. Mehta-Krantz earned in 2022 pursuant to the terms of her offer letter from us, as described under the section titled “Executive
Compensation Arrangements—Vandana Mehta-Krantz.”
|
(4)
|
Mr. Bonforte resigned as Grindr’s Chief Executive Officer in October 2022. Prior to his resignation, Mr. Bonforte was entitled
to an annual base salary of $600,000.
|
(5)
|
Mr. Hsueh left his position as Grindr’s Chief Financial Officer in September 2022. Prior to his resignation, Mr. Hsueh was
entitled to an annual base salary of $500,000.
|
(6)
|
3,750,000 restricted stock units were granted to Mr. Arison by the Company on November 15, 2022, with each such grant contingent
and effective upon the effectiveness of the registration statement on Form S-8 registering the sale and issuance of the Common Stock reserved under the 2022 Plan (the “Form S-8”). Grindr treated
the grant date of these restricted stock units as of November 15, 2022, pursuant to FASB ASC Topic 718, but such restricted stock units will not be issued until the Company has an effective registration statement on Form S-8 covering such
awards. In addition, in the event our average market capitalization over any 90-day period exceeds $5 billion, or the First CEO Hurdle, Mr. Arison will receive a fully vested restricted stock unit award, or the First Arison Performance
Award, representing the right to receive a number of shares of Common Stock determined by dividing $20 million by the average volume-weighted trading average price of Common Stock for the 90-trading day period preceding achievement of the
First CEO Hurdle and in the event our average market capitalization over any 90-day period exceeds $10 billion or the Second CEO Hurdle, Mr. Arison will receive a fully vested restricted stock unit award, or the Second Arison Performance
Award, representing the right to receive a number of shares of Common Stock determined by dividing $30 million by the average volume-weighted trading average price of Common Stock for the 90-trading day period preceding achievement of the
Second CEO Hurdle. Grindr treated the grant date of these performance awards as of November 15, 2022, pursuant to FASB ASC Topic 718, but these performance awards have not yet been issued to Mr. Arison by Grind’s Board or any authorized
committee or other person. The amounts reported for Mr. Arison’s performance awards are based on the probable outcome of the performance conditions as determined on the grant date. If we achieve the highest level of performance under
Mr. Arison’s performance awards, their grant date value would be as follows: $20,000,000 for the First Arison Performance Award and $30,000,000 for the Second Arison Performance Award.
|
(7)
|
486,000 restricted stock units were granted to Ms. Mehta-Krantz by the Company on November 15, 2022, with each such grant
contingent and effective upon the effectiveness of the Form S-8. Grindr treated the grant date of these restricted stock units as of November 15, 2022, pursuant to FASB ASC Topic 718, but such restricted stock units will not be issued
until the Company has an effective registration statement on Form S-8 covering such awards. In addition, in the event our average market capitalization over any 90-day period exceeds $5 billion, or the First CFO Hurdle, Ms. Mehta-Krantz
will receive a fully vested restricted stock unit award, or the First Mehta-Krantz Performance Award, representing the right to receive a number of shares of Common Stock determined by dividing $1.62 million by the average volume-weighted
trading average price of Common Stock for the 90-trading day period preceding achievement of the First CFO Hurdle; in the event our average market capitalization over any 90-day period exceeds $7.5 billion, or the Second CFO Hurdle,
Ms. Mehta-Krantz will receive a fully vested restricted stock unit award, or the Second Mehta-Krantz Performance Award, representing the right to receive a number of shares of Common Stock determined by dividing $810,000 by the average
volume-weighted trading average of Common Stock for the 90-trading day period preceding achievement of the Second CFO Hurdle; and in the event our average market capitalization over any 90-day period exceeds $10 billion, or the Third CFO
Hurdle, Ms. Mehta-Krantz will receive a fully vested restricted stock unit award, or the Third Mehta-Krantz Performance Award, representing the right to receive a number of shares of Common Stock determined by dividing $810,000 by the
average volume-weighted trading average price of Common Stock for the 90-trading day period preceding achievement of the Third CFO Hurdle. Grindr treated the grant date of these performance awards as of November 15, 2022, pursuant to FASB
ASC Topic 718, but the performance awards have not yet been issued to Ms. Mehta-Krantz by Grind’s Board or any authorized committee or other person. The amounts reported for Ms. Mehta-Krantz’s performance awards are based on the probable
outcome of the performance conditions as determined on the grant date. If we achieve the highest level of performance under Ms. Mehta-Krantz’s performance awards, their grant date value would be as follows: $1,620,000 for the First
Mehta-Krantz Performance Award, $810,000 for the Second Mehta-Krantz Performance Award, and $810,000 for the Third Mehta-Krantz Performance Award.
|
|
| |
Option Awards
|
| |
Stock Awards
|
||||||||||||||||||
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or
Units of
Stock That
Have Not
Vested
|
| |
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
|
| |
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)
|
| |
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)
|
George Arison(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,263,727(4)
|
| |
5,876,331(5)
|
|
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,750,000
|
| |
17,437,500(5)
|
||
Vandana Mehta-Krantz(2)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
94,608(4)
|
| |
439,930(5)
|
|
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
486,000
|
| |
2,259,900(5)
|
||
Jeffrey C. Bonforte
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Gary C. Hsueh
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Austin “AJ” Balance(3)
|
| |
105,221
|
| |
315,660
|
| |
4.20
|
| |
12/07/2028
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
3,750,000 restricted stock units were granted by the Company on November 18, 2022, with each such grant contingent and effective
upon the effectiveness of the Form S-8. Grindr treated the grant date as of November 18, 2022, pursuant to FASB ASC Topic 718, but such restricted stock units will not be issued until the Company has an effective registration statement on
Form S-8 covering such awards. The restricted stock units generally vest over a five year period, with 20% of the number of shares of Common Stock subject thereto vesting on the first anniversary of the vesting commencement date (the
Closing) and 10% of the number of shares of Common Stock subject thereto vesting in equal semi-annual installments thereafter, provided that Mr. Arison remains in continuous service with us through each vesting date. In addition, in the
event our average market capitalization over any 90-day period exceeds $5 billion, or the First CEO Hurdle, Mr. Arison will receive a fully vested restricted stock unit award, or the First Arison Performance Award, representing the right
to receive a number of shares of Common Stock determined by dividing $20 million by the average volume-weighted trading average price of Common Stock for the 90-trading day period preceding achievement of the First CEO Hurdle and in the
event our average market capitalization over any 90-day period exceeds $10 billion or the Second CEO Hurdle, Mr. Arison will receive a fully vested restricted stock unit award, or the Second Arison Performance Award, representing the
right to receive a number of shares of Common Stock determined by dividing $30 million by the average volume-weighted trading average price of Common Stock for the 90-trading day period preceding achievement of the Second CEO Hurdle.
Grindr treated the grant date of these performance awards as of November 15, 2022, pursuant to FASB ASC Topic 718, but these performance awards have not yet been issued to Mr. Arison by Grind’s Board or any authorized committee or other
person.
|
(2)
|
486,000 restricted stock units were granted by the Company on November 18, 2022, with each such grant contingent and effective
upon the effectiveness of the Form S-8. Grindr treated the grant date as of November 18, 2022, pursuant to FASB ASC Topic 718, but such restricted stock units will not be issued until the Company has an effective registration statement on
Form S-8 covering such awards. The restricted stock units generally vest over a five year period, with 20% of the number of shares of Common Stock subject thereto vesting on each anniversary of the vesting commencement date (the Closing),
provided that Ms. Mehta-Krantz remains in continuous service with us through each vesting date. In addition, in the event our average market capitalization over any 90-day period exceeds $5 billion, or the First CFO Hurdle,
Ms. Mehta-Krantz will receive a fully vested restricted stock unit award, or the First Mehta-Krantz Performance Award, representing the right to receive a number of shares of Common Stock determined by dividing $1.62 million by the
average volume-weighted trading average price of Common Stock for the 90-trading day period preceding achievement of the First CFO Hurdle; in the event our average market capitalization over any 90-day period exceeds $7.5 billion, or the
Second CFO Hurdle, Ms. Mehta-Krantz will receive a fully vested restricted stock unit award, or the Second Mehta-Krantz Performance Award, representing the right to receive a number of shares of Common Stock determined by dividing
$810,000 by the average volume-weighted trading average of Common Stock for the 90-trading day period preceding achievement of the Second CFO Hurdle; and in the event our average market capitalization over any 90-day period exceeds
$10 billion, or the Third CFO Hurdle, Ms. Mehta-Krantz will receive a fully vested restricted stock unit award, or the Third Mehta-Krantz Performance Award, representing the right to receive a number of shares of Common Stock determined
by dividing $810,000 by the average volume-weighted trading average price of Common Stock for the 90-trading day period preceding achievement of the Third CFO Hurdle. Grindr treated the grant date of these performance awards as of
November 15, 2022, pursuant to FASB ASC Topic 718, but the performance awards have not yet been issued to Ms. Mehta-Krantz by Grind’s Board or any authorized committee or other person.
|
(3)
|
The option award was granted with a per share exercise price equal to the fair market value of one share of Legacy Grindr’s
Series X Ordinary Units on the date of grant, as determined in good faith by Legacy Grindr’s board of managers, and vests as to 25% of the Legacy Grindr Series X Ordinary Units subject thereto on the first anniversary of the vesting
commencement date, and 6.25% of the Legacy Grindr Series X Ordinary Units subject thereto will vest each quarter thereafter, subject to Mr. Balance’s continued service to us through each vesting date. The exercise price and number of
Legacy Grindr’s Series X Ordinary Units subject to Mr. Balance’s option, reflect the actual exercise price and number of units, respectively, as of December 31, 2022. At the Closing the option award was converted into an option covering
our Common Stock with adjustments to the number of shares and exercise price based on the applicable exchange ratio specified in the Merger Agreement to reflect the Business Combination.
|
(4)
|
The number of shares equals the aggregate grant date fair value of the performance awards treated as granted to the named
executive officer in 2022 pursuant to FASB ASC Topic 718 divided by $4.65, the closing price of a share of Common Stock at the end of the last completed fiscal year.
|
(5)
|
The dollar amount equals the number of shares subject to the applicable award times $4.65, the closing price of a share of
Common Stock at the end of the last completed fiscal year.
|
Name
|
| |
Fees Earned or
Paid in Cash
($)
|
| |
Stock
Awards
($)
|
| |
Total
($)
|
James Fu Bin Lu(1)(2)
|
| |
311,779
|
| |
63,625
|
| |
375,404
|
J. Michael Gearon, Jr.(2)
|
| |
3,125
|
| |
63,625
|
| |
66,750
|
G. Raymond Zage, III(2)(3)
|
| |
311,154
|
| |
50,900
|
| |
362,054
|
Maggie Lower(2)
|
| |
2,500
|
| |
50,900
|
| |
53,400
|
Daniel Brooks Baer(2)
|
| |
2,500
|
| |
50,900
|
| |
53,400
|
Meghan Stabler(2)
|
| |
2,500
|
| |
50,900
|
| |
53,400
|
Gary I. Horowitz(2)
|
| |
2,500
|
| |
50,900
|
| |
53,400
|
Nathan Richardson(2)
|
| |
3,125
|
| |
63,625
|
| |
66,750
|
(1)
|
In June 2020, Grindr entered into a director services agreement with James Fu Bin Lu. Prior to terminating the agreement in
connection with the Business Combination, the agreement entitled Mr. Lu to receive an annual fee of $350,000, to be paid on a quarterly basis, for the services he provides as a director to Grindr.
|
(2)
|
Upon the consummation of the Business Combination, each director was granted an award of 5,000 restricted stock units and each
director who serves as a chair of a board committee received an additional award of 1,250 restricted stock units, each contingent and effective upon the effectiveness of the Form S-8. Half of the total restricted stock unit awards vested
on March 15, 2023 and the remaining half vest on the earlier of (i) June 15, 2023 and (ii) the first annual general meeting following the closing of the Business Combination, subject to the director remaining in service through the
vesting date.
|
(3)
|
In June 2020, Grindr entered into a board advisor agreement with G. Raymond Zage, III. Prior to terminating the agreement in
connection with the Business Combination, the agreement entitled Mr. Zage to receive an annual fee of $350,000, to be paid on a quarterly basis, for the services he provides as an advisor to Grindr.
|
•
|
$100,000 for the 12-month period beginning upon the consummation of the Business Combination, 20% of which shall be paid in
cash and 80% of which shall be paid in the form of shares of Common Stock;
|
•
|
for every non-employee director who is elected to chair a committee of the Board, an additional $25,000, 20% of which shall be
paid in cash and 80% of which shall be paid in the form of shares of Common Stock; and
|
•
|
an award of restricted stock units covering 5,000 shares of our Common Stock to the extent the non-employee director was not
chair of a committee of the Board immediately following the Closing or an award of restricted stock units covering 6,250 shares of our Common Stock to the extent the non-employee director was chair of a committee of the Board immediately
following the Closing, which in each case vested as to one-half of the award on March 15, 2023, and as to the remaining one-half of the award on the earlier of (i) June 15, 2023 and (ii) the first annual general meeting of Company
stockholders following the Closing, subject to the non-employee director remaining in continuous service through each vesting date.
|
•
|
the risk, cost and benefits to us;
|
•
|
the impact on a director’s independence in the event the related person is a director, immediate family member of a director,
or an entity with which a director is affiliated;
|
•
|
the terms of the transaction;
|
•
|
the terms available to or from, as the case may be, unrelated third parties or to or from employees generally; and
|
•
|
the availability of other sources for comparable services or products.
|
•
|
voting and support agreements;
|
•
|
forward purchase agreements ; and
|
•
|
amended and restated registration rights agreement.
|
•
|
each person who is the beneficial owner of more than 5% of Common Stock;
|
•
|
each person who is an executive officer or director of the Company; and
|
•
|
all executive officers and directors of the Company, as a group.
|
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares of
Common
Stock
|
| |
Percentage of
Shares of
Common
Stock(2)
|
5% Holders
|
| |
|
| |
|
The 1997 Gearon Family Trust(3)
|
| |
15,468,109
|
| |
8.9%
|
Ashish Gupta(4)
|
| |
14,084,055
|
| |
7.9%
|
Jeremy Leonard Brest(5)
|
| |
10,548,557
|
| |
6.1%
|
Directors and Executive Officers
|
| |
|
| |
|
George Arison
|
| |
—
|
| |
—
|
Vandana Mehta-Krantz
|
| |
—
|
| |
—
|
Austin Balance
|
| |
—
|
| |
—
|
Raymond Zage, III(6)
|
| |
94,726,048
|
| |
49.8%
|
James Fu Bin Lu(7)
|
| |
40,059,204
|
| |
22.9%
|
J. Michael Gearon, Jr.(3)
|
| |
15,468,109
|
| |
8.9%
|
Daniel Brooks Baer
|
| |
—
|
| |
—
|
Meghan Stabler
|
| |
—
|
| |
—
|
Gary I. Horowitz
|
| |
—
|
| |
—
|
Maggie Lower
|
| |
—
|
| |
—
|
Nathan Richardson
|
| |
—
|
| |
—
|
All Company directors and executive officers as a group (eleven individuals)
|
| |
150,253,361
|
| |
81.6%
|
(1)
|
Unless otherwise noted, the business address of each of those listed in the table above is c/o Grindr Inc., 750 N San Vicente
Blvd Ste RE1400, West Hollywood, CA 90069.
|
(2)
|
In calculating the percentages, (a) the numerator is calculated by adding the number of shares of Common Stock held by such
beneficial owners and the number of shares of Common Stock issuable upon the exercise of a Warrant or options and (b) the denominator is calculated by adding the aggregate number of shares of Common Stock outstanding and the number of
shares Common Stock issuable upon the exercise of Warrants or options held by such beneficial owner, if any (but not the number of shares of Common Stock issuable upon the exercise of Warrants or options held by any other beneficial
owner).
|
(3)
|
Consists of (i) 14,948,334 shares of Common Stock and (ii) 519,775 Warrants, the record holder of all of which is 28th Street
Ventures, LLC, a Georgia limited liability company (“28th Street”). Mr. Gearon and The 1997 Gearon Family Trust, by virtue of each of their 50% beneficial ownership of 28th Street, may be deemed to beneficially own the securities owned by
28th Street. Mr. Gearon and The 1997 Gearon Family Trust disclaim any beneficial ownership of the securities held by 28th Street, respectively, other than to the extent of any pecuniary interest he may have therein, directly or
indirectly. The business address for 28th Street, Mr. Gearon and The 1997 Gearon Family Trust is 3350 Riverwood Parkway, Suite 425, Atlanta, GA 30339.
|
(4)
|
Consists of (i) 9,184,168 shares of Common Stock and (ii) 4,899,887 Warrants. Mr. Gupta has pledged 7,474,168 shares of Common
Stock and 259,887 Warrants to certain lenders in connection with a financing arrangement. The business address for Mr. Gupta is Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315.
|
(5)
|
Consists of (i) 10,194,093 shares of Common Stock and (ii) 354,464 Warrants, all of which have been pledged to certain lenders
in connection with a financing arrangement. The business address for Mr. Brest is 20A Cluny Park, Singapore 259634.
|
(6)
|
Consists of (i) 78,302,286 shares of Common Stock and (ii) 16,423,762 Warrants. Mr. Zage is the record holder of 5,360,000 of
the shares of Common Stock and 13,920,000 of the Warrants reported herein, Tiga Investments Pte. Ltd., a Singapore company (“Tiga Investments”) is the record holder of 935,953 of the shares of Common Stock and Tiga SVH Investments
Limited, a Cayman Islands company (“Tiga SVH”), is the record holder of the remainder. Tiga SVH is 100% owned by Tiga Investments, which is in turn 100% owned by Mr. Zage. Tiga SVH has pledged 72,006,333 shares of Common Stock and
2,503,762 Warrants to certain lenders in connection with a financing arrangement. The business address for Mr. Zage, Tiga SVH, and Tiga Investments is Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315.
|
(7)
|
Consists of (i) 38,425,923 shares of Common Stock held by Longview Capital SVH LLC, a Washington limited liability company
(“Longview SVH”), (ii) 1,336,124 Warrants held by Longview SVH, and (iii) an option to acquire 554,639 shares of Common Stock within 60 days by Longview Capital Holdings LLC, a Washington limited liability company (“Longview”). Longview
SVH is 100% owned by Longview Grindr Holdings Limited, a British Virgin Islands company (“Longview Grindr”), which in turn is 100% owned by Longview, which is 100% owned by Mr. Lu. Longview SVH has pledged 38,425,923 shares of Common
Stock and 1,336,124 Warrants to certain lenders in connection with a financing arrangement. The business address for Mr. Lu, Longview SVH, Longview Grindr, and Longview is 428 East Street Ste E, Grinnell, IA 50112.
|
|
| |
Shares of Common Stock
|
| |
Warrants to Purchase Common Stock
|
||||||||||||||||||
Name of Selling
Securityholder
|
| |
Number
Beneficially
Owned
Prior to
Offering
|
| |
Number
Registered
for
Sale
Hereby
|
| |
Number
Beneficially
Owned
After
Offering
|
| |
Percent
Owned
After
Offering
|
| |
Number
Beneficially
Owned
Prior to
Offering
|
| |
Number
Registered
for
Sale
Hereby
|
| |
Number
Beneficially
Owned
After
Offering
|
| |
Percent
Owned
After
Offering
|
James Fu Bin Lu(1)
|
| |
40,059,204
|
| |
40,059,204
|
| |
40,059,204
|
| |
22.9%
|
| |
1,336,124
|
| |
1,336,124
|
| |
1,336,124
|
| |
3.6%
|
G. Raymond Zage, III(2)
|
| |
94,726,048
|
| |
94,726,048
|
| |
94,726,048
|
| |
49.8%
|
| |
16,423,762
|
| |
16,423,762
|
| |
16,423,762
|
| |
44.0%
|
J. Michael Gearon, Jr.(3)
|
| |
15,468,109
|
| |
15,468,109
|
| |
15,468,109
|
| |
8.9%
|
| |
519,775
|
| |
519,775
|
| |
519,775
|
| |
1.4%
|
Ashish Gupta(4)
|
| |
14,084,055
|
| |
14,084,055
|
| |
14,084,055
|
| |
7.9%
|
| |
4,899,887
|
| |
4,899,887
|
| |
4,899,887
|
| |
13.1%
|
Jeremy Leonard Brest(5)
|
| |
10,548,557
|
| |
10,548,557
|
| |
10,548,557
|
| |
6.1%
|
| |
354,464
|
| |
354,464
|
| |
354,464
|
| |
*
|
David Ryan(6)
|
| |
20,000
|
| |
20,000
|
| |
20,000
|
| |
*
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Carman Wong(6)
|
| |
20,000
|
| |
20,000
|
| |
20,000
|
| |
*
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Ben Falloon(6)
|
| |
20,000
|
| |
20,000
|
| |
20,000
|
| |
*
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
*
|
Less than one percent.
|
(1)
|
Mr. Lu is the chairperson of our board of directors. Consists of (i) 38,425,923 shares of Common Stock held by Longview Capital
SVH LLC, a Washington limited liability company (“Longview SVH”), (ii) 1,336,124 Warrants held by Longview SVH and (iii) an option to acquire 297,157 shares of Common Stock within 60 days by Longview Capital Holdings LLC, a Washington
limited liability company (“Longview”). Longview SVH is 100% owned by Longview Grindr Holdings Limited, a British Virgin Islands company (“Longview Grindr”), which in turn is 100% owned by Longview, which is 100% owned by Mr. Lu. Mr. Lu,
Longview Grindr and Longview may be deemed to have the right to exercise voting and investment power over the shares held by Longview SVH. Mr. Lu, Longview Grindr and Longview each disclaim any beneficial ownership of the securities held
by Longview SVH, respectively, other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Longview SVH has pledged 38,425,923 shares of Common Stock and 1,336,124 Warrants to certain lenders in
connection with a financing arrangement. The business address for Mr. Lu, Longview SVH, Longview Grindr and Longview is 428 East Street Ste E, Grinnell, IA 50112.
|
(2)
|
Mr. Zage is a member of our board of directors. Mr. Zage was also the former chairman and Chief Executive Officer of Tiga and
resigned in connection with the Business Combination. Consists of (i) 72,006,333 shares of Common Stock held by Tiga SVH Investments Limited, a Cayman Islands company (“Tiga SVH”), (ii) 2,503,762 Warrants held by Tiga SVH, (iii) 5,360,000
shares of Common Stock held by Mr. Zage, (iv) 13,920,000 Warrants held by Mr. Zage and (v) 935,953 shares of Common Stock held by Tiga Investments Pte. Ltd., a Singapore company (“Tiga Investments”) . Tiga SVH is 100% owned by Tiga
Investments, which is in turn 100% owned by Mr. Zage. Tiga Investments and Mr. Zage may be deemed to have the right to exercise voting and investment power over the shares held by Tiga SVH. Tiga Investments and Mr. Zage each disclaim any
beneficial ownership of the securities held by Tiga SVH, respectively, other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Tiga SVH has pledged 72,006,333 shares of Common Stock and 2,503,762
Warrants to certain lenders in connection with a financing arrangement. The business address for Mr. Zage, Tiga SVH and Tiga Investments is Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315.
|
(3)
|
Mr. Gearon is a member of our board of directors. Consists of (i) 14,948,334 shares of Common Stock held by 28th Street Ventures
LLC, a Georgia limited liability company (“28th Street”) and (ii) 519,775 Warrants held by 28th Street. Mr. Gearon and The 1997 Gearon Family Trust, by virtue of each of their 50% beneficial ownership of 28th Street, may be deemed to have
the right to exercise voting and investment power over the securities held by 28th Street. Mr. Gearon and The 1997 Gearon Family Trust disclaim any beneficial ownership of the securities held by 28th Street, respectively, other than to
the extent of any pecuniary interest he may have therein, directly or indirectly. The business address for 28th Street, Mr. Gearon and The 1997 Gearon Family Trust is 3350 Riverwood Parkway, Suite 425, Atlanta, GA 30339.
|
(4)
|
Mr. Gupta was a former director and President of Tiga and resigned in connection with the Business Combination. Consists of
(i) 9,184,168 shares of Common Stock and (ii) 4,899,887 Warrants held by Mr. Gupta. Mr. Gupta has pledged 7,474,168 shares of Common Stock and 259,887 Warrants to certain lenders in connection with a financing arrangement. The business
address for Mr. Gupta is Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315.
|
(5)
|
Consists of (i) 10,194,093 shares of Common Stock and (ii) 354,464 Warrants, all of which have been pledged to certain lenders
in connection with a financing arrangement. The business address for Mr. Brest is 20A Cluny Park, Singapore 259634.
|
(6)
|
Messrs. Ryan and Falloon and Ms. Wong were former directors of Tiga and resigned in connection with the Business Combination.
|
•
|
in whole and not in part;
|
•
|
at a price of $0.01 per Public Warrant;
|
•
|
upon a minimum of thirty (30) days’ prior written notice of redemption, to each warrant holder; and
|
•
|
if, and only if, the closing price of Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock
recapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30)-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to
the warrant holders.
|
•
|
in whole and not in part;
|
•
|
at $0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to
exercise their Public Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of shares of Common Stock (as
defined below) except as otherwise described below;
|
•
|
if, and only if, the closing price of Common Stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock
recapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within the thirty (30)-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and
|
•
|
if the closing price of Common Stock for any twenty (20) trading days within a thirty (30)-trading day period ending on the
third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock recapitalizations, reorganizations, recapitalizations and the like),
the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
|
| |
Fair Market Value of Common Stock
|
||||||||||||||||||||||||
Redemption Date
(period to expiration of Public Warrants)
|
| |
≤$10.00
|
| |
$11.00
|
| |
$12.00
|
| |
$13.00
|
| |
$14.00
|
| |
$15.00
|
| |
$16.00
|
| |
$17.00
|
| |
$18.00≥
|
60 months
|
| |
0.261
|
| |
0.281
|
| |
0.297
|
| |
0.311
|
| |
0.324
|
| |
0.337
|
| |
0.348
|
| |
0.358
|
| |
0.361
|
57 months
|
| |
0.257
|
| |
0.277
|
| |
0.294
|
| |
0.310
|
| |
0.324
|
| |
0.337
|
| |
0.348
|
| |
0.358
|
| |
0.361
|
54 months
|
| |
0.252
|
| |
0.272
|
| |
0.291
|
| |
0.307
|
| |
0.322
|
| |
0.335
|
| |
0.347
|
| |
0.357
|
| |
0.361
|
51 months
|
| |
0.246
|
| |
0.268
|
| |
0.287
|
| |
0.304
|
| |
0.320
|
| |
0.333
|
| |
0.346
|
| |
0.357
|
| |
0.361
|
48 months
|
| |
0.241
|
| |
0.263
|
| |
0.283
|
| |
0.301
|
| |
0.317
|
| |
0.332
|
| |
0.344
|
| |
0.356
|
| |
0.361
|
45 months
|
| |
0.235
|
| |
0.258
|
| |
0.279
|
| |
0.298
|
| |
0.315
|
| |
0.330
|
| |
0.343
|
| |
0.356
|
| |
0.361
|
42 months
|
| |
0.228
|
| |
0.252
|
| |
0.274
|
| |
0.294
|
| |
0.312
|
| |
0.328
|
| |
0.342
|
| |
0.355
|
| |
0.361
|
39 months
|
| |
0.221
|
| |
0.246
|
| |
0.269
|
| |
0.290
|
| |
0.309
|
| |
0.325
|
| |
0.340
|
| |
0.354
|
| |
0.361
|
36 months
|
| |
0.213
|
| |
0.239
|
| |
0.263
|
| |
0.285
|
| |
0.305
|
| |
0.323
|
| |
0.339
|
| |
0.353
|
| |
0.361
|
33 months
|
| |
0.205
|
| |
0.232
|
| |
0.257
|
| |
0.280
|
| |
0.301
|
| |
0.320
|
| |
0.337
|
| |
0.352
|
| |
0.361
|
30 months
|
| |
0.196
|
| |
0.224
|
| |
0.250
|
| |
0.274
|
| |
0.297
|
| |
0.316
|
| |
0.335
|
| |
0.351
|
| |
0.361
|
27 months
|
| |
0.185
|
| |
0.214
|
| |
0.242
|
| |
0.268
|
| |
0.291
|
| |
0.313
|
| |
0.332
|
| |
0.350
|
| |
0.361
|
24 months
|
| |
0.173
|
| |
0.204
|
| |
0.233
|
| |
0.260
|
| |
0.285
|
| |
0.308
|
| |
0.329
|
| |
0.348
|
| |
0.361
|
21 months
|
| |
0.161
|
| |
0.193
|
| |
0.223
|
| |
0.252
|
| |
0.279
|
| |
0.304
|
| |
0.326
|
| |
0.347
|
| |
0.361
|
18 months
|
| |
0.146
|
| |
0.179
|
| |
0.211
|
| |
0.242
|
| |
0.271
|
| |
0.298
|
| |
0.322
|
| |
0.345
|
| |
0.361
|
15 months
|
| |
0.130
|
| |
0.164
|
| |
0.197
|
| |
0.230
|
| |
0.262
|
| |
0.291
|
| |
0.317
|
| |
0.342
|
| |
0.361
|
12 months
|
| |
0.111
|
| |
0.146
|
| |
0.181
|
| |
0.216
|
| |
0.250
|
| |
0.282
|
| |
0.312
|
| |
0.339
|
| |
0.361
|
9 months
|
| |
0.090
|
| |
0.125
|
| |
0.162
|
| |
0.199
|
| |
0.237
|
| |
0.272
|
| |
0.305
|
| |
0.336
|
| |
0.361
|
6 months
|
| |
0.065
|
| |
0.099
|
| |
0.137
|
| |
0.178
|
| |
0.219
|
| |
0.259
|
| |
0.296
|
| |
0.331
|
| |
0.361
|
3 months
|
| |
0.034
|
| |
0.065
|
| |
0.104
|
| |
0.150
|
| |
0.197
|
| |
0.243
|
| |
0.286
|
| |
0.326
|
| |
0.361
|
0 months
|
| |
—
|
| |
—
|
| |
0.042
|
| |
0.115
|
| |
0.179
|
| |
0.233
|
| |
0.281
|
| |
0.323
|
| |
0.361
|
•
|
an individual who is a citizen or resident of the United States;
|
•
|
a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in the United
States or under the laws of the United States or of any state thereof or the District of Columbia;
|
•
|
an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
|
•
|
a trust if (a) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons have
the authority to control all of the trust’s substantial decisions or (b) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.
|
•
|
the gain is effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States (and,
if an applicable tax treaty so requires, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder);
|
•
|
the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of
disposition and certain other conditions are met; or
|
•
|
we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during
the shorter of the five-year period ending on the date of disposition or the period that the non-U.S. Holder held our Common Stock or Warrants and, in the case where shares of our Common Stock are regularly traded on an established
securities market, (i) the non-U.S. Holder is disposing of our Common Stock and has owned, directly or constructively, more than 5% of our Common Stock at any time within the shorter of the five-year period preceding the disposition or
such Non-U.S. Holder’s holding period for the shares of our Common Stock or (ii), in the case where our Warrants are regularly traded on an established securities market, the non-U.S. Holder is disposing of our Warrants and has owned,
directly or constructively, more than 5% of our Warrants at any time within the within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our Warrants. There can be no
assurance that our Common Stock or Warrants will be treated as regularly traded or not regularly traded on an established securities market for this purpose.
|
•
|
purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;
|
•
|
ordinary brokerage transactions and transactions in which the broker solicits purchasers;
|
•
|
block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
|
•
|
an over-the-counter distribution in accordance with the rules of NYSE;
|
•
|
through trading plans entered into by a selling securityholder pursuant to Rule 10b5-1 under the Exchange Act that are in place
at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;
|
•
|
short sales;
|
•
|
distribution to employees, members, limited partners or stockholders of the selling securityholders;
|
•
|
through the writing or settlement of options or other hedging transaction, whether through an options exchange or otherwise;
|
•
|
by pledge to secured debts and other obligations;
|
•
|
delayed delivery arrangements;
|
•
|
to or through underwriters or broker-dealers;
|
•
|
in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at
the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through
sales agents;
|
•
|
in privately negotiated transactions;
|
•
|
in options transactions;
|
•
|
through a combination of any of the above methods of sales; or
|
•
|
any other method permitted pursuant to applicable law.
|
|
| |
December 31,
2022
|
| |
December 31,
2021
|
Assets
|
| |
|
| |
|
Current Assets
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$
|
| |
$
|
Accounts receivable, net of allowances of $
|
| |
|
| |
|
Prepaid expenses
|
| |
|
| |
|
Deferred charges
|
| |
|
| |
|
Other current assets
|
| |
|
| |
|
Total current assets
|
| |
|
| |
|
Restricted cash
|
| |
|
| |
|
Property and equipment, net
|
| |
|
| |
|
Capitalized software development costs, net
|
| |
|
| |
|
Intangible assets, net
|
| |
|
| |
|
Right of use assets
|
| |
|
| |
|
Goodwill
|
| |
|
| |
|
Other assets
|
| |
|
| |
|
Total assets
|
| |
$
|
| |
$
|
Liabilities and Stockholders’ Equity
|
| |
|
| |
|
Current liabilities
|
| |
|
| |
|
Accounts payable
|
| |
$
|
| |
$
|
Accrued expenses and other current liabilities
|
| |
|
| |
|
Current maturities of long-term debt, net
|
| |
|
| |
|
Deferred revenue
|
| |
|
| |
|
Total current liabilities
|
| |
|
| |
|
Long-term debt, net
|
| |
|
| |
|
Warrant liability
|
| |
|
| |
|
Lease liability
|
| |
|
| |
|
Deferred income taxes
|
| |
|
| |
|
Other non-current liabilities
|
| |
|
| |
|
Total liabilities
|
| |
$
|
| |
$
|
Commitments and Contingencies (Note 13)
|
| |
|
| |
|
Stockholders’ Equity
|
| |
|
| |
|
Preferred stock, par value $
|
| |
|
| |
|
Common stock, par value $
|
| |
|
| |
|
Additional paid-in capital
|
| |
|
| |
|
Accumulated deficit
|
| |
(
|
| |
(
|
Total stockholders’ equity
|
| |
$
|
| |
$
|
Total liabilities and stockholders’ equity
|
| |
$
|
| |
$
|
|
| |
Year Ended December 31,
|
|||
|
| |
2022
|
| |
2021
|
Revenue
|
| |
$
|
| |
$
|
Operating costs and expenses
|
| |
|
| |
|
Cost of revenue (exclusive of depreciation and
amortization shown separately below)
|
| |
|
| |
|
Selling, general and administrative expense
|
| |
|
| |
|
Product development expense
|
| |
|
| |
|
Depreciation and amortization
|
| |
|
| |
|
Total operating costs and expenses
|
| |
|
| |
|
Income from operations
|
| |
|
| |
|
Other expense
|
| |
|
| |
|
Interest expense, net
|
| |
(
|
| |
(
|
Other (expense) income, net
|
| |
(
|
| |
|
Change in fair value of warrant liability
|
| |
|
| |
|
Total other expense
|
| |
(
|
| |
(
|
Net (loss) income before income tax
|
| |
(
|
| |
|
Income tax (benefit) provision
|
| |
(
|
| |
|
Net income
|
| |
$
|
| |
$
|
Net income per share:
|
| |
|
| |
|
Basic
|
| |
$
|
| |
$
|
Diluted
|
| |
$
|
| |
$
|
Weighted-average shares outstanding:
|
| |
|
| |
|
Basic
|
| |
|
| |
|
Diluted
|
| |
|
| |
|
|
| |
Preferred Stock
(Par value $
|
| |
Common Stock
(Par value $
|
| |
Series Y Preferred Units
(Par value $
|
| |
Series X Ordinary Units
(Par value $
|
| |
Additional
paid-in
capital
|
| |
Accumulated
deficit
|
| |
Total
stockholders’
equity
|
||||||||||||
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||
Balance at December 31, 2020, as previously
reported
|
| |
|
| |
$
|
| |
|
| |
$
|
| |
|
| |
$
|
| |
|
| |
$
|
| |
$
|
| |
$(
|
| |
$
|
Retroactive application of recapitalization
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
(
|
| |
(
|
| |
(
|
| |
—
|
| |
|
Balance at December 31, 2020, after effect
of reverse recapitalization
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
(
|
| |
|
Net income
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
|
Issuance of units
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
Promissory note to a member
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
—
|
| |
(
|
Interest on the promissory note to a member
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
—
|
| |
(
|
Related party unit-based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
Stock-based compensation expense
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
Exercise of stock options
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
Balance at December 31, 2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(
|
| |
|
Net income
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
|
Member distributions
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
—
|
| |
(
|
Interest on the promissory note to a member
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
—
|
| |
(
|
Repayment of promissory note to a member
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
Payment of interest on promissory note to member
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
Downward merger of San Vicente entities
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
Issuance of Common Stock in the Business Combination, net of
transaction costs
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
—
|
| |
(
|
Exercise of Forward Purchase Agreement
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
Related party unit-based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
Stock-based compensation expense
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
Exercise of stock options
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
Balance at December 31, 2022
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(
|
| |
|
|
| |
Year Ended December 31,
|
|||
|
| |
2022
|
| |
2021
|
Operating activities
|
| |
|
| |
|
Net income
|
| |
$
|
| |
$
|
Adjustments to reconcile net income to net cash provided by operating
activities:
|
| |
|
| |
|
Share/Unit-based compensation
|
| |
|
| |
|
Gain on Paycheck Protection Program loan forgiveness
|
| |
|
| |
(
|
Fair value change in warrant liability
|
| |
(
|
| |
|
Transaction costs allocated to warrant liability
|
| |
|
| |
|
Loss on extinguishment on deferred purchase price paid to Kunlun
|
| |
|
| |
|
Accrual of premium on debt
|
| |
|
| |
|
Amortization of debt issuance costs
|
| |
|
| |
|
Interest income on promissory note from member
|
| |
(
|
| |
(
|
Depreciation and amortization
|
| |
|
| |
|
Provision for doubtful accounts
|
| |
|
| |
|
Deferred income taxes
|
| |
(
|
| |
(
|
Non-cash lease expense
|
| |
|
| |
|
Changes in operating assets and liabilities:
|
| |
|
| |
|
Accounts receivable
|
| |
(
|
| |
(
|
Prepaid expenses and deferred charges
|
| |
(
|
| |
(
|
Other current assets
|
| |
|
| |
(
|
Other assets
|
| |
|
| |
|
Accounts payable
|
| |
|
| |
|
Accrued expenses and other current liabilities
|
| |
|
| |
(
|
Deferred revenue
|
| |
(
|
| |
|
Due to/(from) related party
|
| |
|
| |
|
Lease liability
|
| |
(
|
| |
|
Other liabilities
|
| |
|
| |
(
|
Net cash provided by operating activities
|
| |
$
|
| |
$
|
Investing activities
|
| |
|
| |
|
Purchase of property and equipment
|
| |
$(
|
| |
$(
|
Additions to capitalized software
|
| |
(
|
| |
(
|
Net cash used in investing activities
|
| |
$(
|
| |
$(
|
|
| |
Year Ended December 31,
|
|||
|
| |
2022
|
| |
2021
|
Financing activities
|
| |
|
| |
|
Proceeds from issuance of common stock in the Business Combination
|
| |
$
|
| |
$
|
Proceeds from exercise of Forward Purchase Agreement
|
| |
|
| |
|
Transaction costs paid in connection with the Business Combination
|
| |
(
|
| |
|
Payment of related party note payable
|
| |
(
|
| |
|
Payment of deferred purchase price to Kunlun
|
| |
(
|
| |
|
Proceeds from exercise of stock options
|
| |
|
| |
|
Distributions paid
|
| |
(
|
| |
|
Proceeds from issuance of debt
|
| |
|
| |
|
Payment of debt
|
| |
(
|
| |
(
|
Payment of debt issuance costs
|
| |
(
|
| |
(
|
Net cash used in financing activities
|
| |
$(
|
| |
$(
|
Net decrease in cash, cash equivalents and restricted cash
|
| |
$(
|
| |
$(
|
Cash, cash equivalents and restricted cash, beginning of the
period
|
| |
|
| |
|
Cash, cash equivalents and restricted cash, end of the
period
|
| |
$
|
| |
$
|
Reconciliation of cash, cash equivalents and restricted cash
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$
|
| |
$
|
Restricted cash
|
| |
|
| |
|
Cash, cash equivalents and restricted cash
|
| |
$
|
| |
$
|
Supplemental disclosure of cash flow information:
|
| |
|
| |
|
Cash interest paid
|
| |
$
|
| |
$
|
Income taxes paid
|
| |
$
|
| |
$
|
Supplemental disclosure of non-cash financing activities:
|
| |
|
| |
|
Paycheck Protection Program loan forgiveness
|
| |
$
|
| |
$
|
Repayment of principal and interest on the promissory note
to a member from distributions
|
| |
$
|
| |
$
|
Promissory note to Group Holdings in relation to the
Distribution (defined below)
|
| |
$
|
| |
$
|
Member distributions
|
| |
$(
|
| |
$
|
Transaction costs incurred but not yet paid
|
| |
$(
|
| |
$
|
1.
|
Nature of Business
|
2.
|
Summary of Significant Accounting Policies
|
Level 1 -
|
Observable inputs obtained from independent sources, such as quoted
market prices for identical assets and liabilities in active markets.
|
Level 2 -
|
Other inputs, which are observable directly or indirectly, such as
quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated
by observable market data.
|
Level 3 -
|
Unobservable inputs for which there is little or no market data and
require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities.
|
•
|
Money market funds — The carrying amount of money market funds approximates fair value and is classified within Level 1
because the fair value is determined through quoted market prices.
|
•
|
(Liability-classified awards — Executives were granted liability-classified compensation awards requiring fair value
measurement at the end of each reporting period. The Company used the Monte Carlo simulation model to value the awards, utilizing Level 3 inputs.
|
•
|
Warrant liability — Public Warrants are classified within Level 1 as these securities are traded on an active public market.
Private Warrants are classified within Level 2. For the periods presented, the Company utilized the value of the Public Warrants as an approximation of the value of the Private Warrants as they are substantially similar to the Public
Warrants, but not directly traded or quoted on an active market.
|
|
| |
Estimated Useful
Lives
|
Computer equipment
|
| |
|
Furniture and fixtures
|
| |
|
Leasehold improvements
|
| |
|
|
| |
Year Ended December 31,
|
|||
|
| |
2022
|
| |
2021
|
Direct revenue
|
| |
$
|
| |
$
|
Indirect revenue
|
| |
|
| |
|
|
| |
$
|
| |
$
|
|
| |
Year Ended December 31,
|
|||
|
| |
2022
|
| |
2021
|
United States
|
| |
$
|
| |
$
|
United Kingdom
|
| |
|
| |
|
Rest of the world
|
| |
|
| |
|
|
| |
$
|
| |
$
|
3.
|
Reverse Recapitalization
|
•
|
As a result of the Domestication that occurred on November 17, 2022, each share of outstanding Tiga Class A ordinary shares
converted on a
|
•
|
The cancellation and conversion of all
|
•
|
The conversion on a
|
•
|
The cancellation and exchange of all
|
•
|
A total of
|
•
|
A total of
|
|
| |
Recapitalization
|
Cash - Tiga, trust and cash, net of redemptions
|
| |
$
|
Cash - Exercise of Forward Purchase Agreement
|
| |
|
|
| |
|
Less: Non-cash net liabilities assumed from Tiga
|
| |
(
|
Less: Fair value of Public and Private Warrants
|
| |
(
|
Less: Transaction costs for Tiga
|
| |
(
|
Less: Transaction costs for Grindr allocated to equity
|
| |
(
|
Net effect of Business Combination on equity
|
| |
|
Less: Transaction costs for Grindr allocated to warrant liability
|
| |
(
|
Add: Transaction costs for Grindr not yet paid
|
| |
|
Add: Non-cash net liabilities assumed from Tiga
|
| |
|
Add: Fair value of Public and Private Warrants
|
| |
|
Net cash contributions from Business Combination
|
| |
$
|
|
| |
|
As presented in the consolidated statements of stockholders' equity:
|
| |
|
Issuance of common stock in the Business Combination, net of transaction costs
|
| |
$(
|
Exercise of Forward Purchase Agreement
|
| |
|
Net effect of Business Combination on equity
|
| |
$
|
|
| |
|
As presented in the consolidated statements of cash flows:
|
| |
|
Proceeds from issuance of common stock in the Business Combination
|
| |
$
|
Proceeds from exercise of Forward Purchase Agreement
|
| |
|
Transaction costs paid in connection with the Business Combination
|
| |
(
|
Net cash contributions from Business Combination
|
| |
$
|
|
| |
Shares
|
Founder Shares
|
| | |
Class A common stock of Tiga, net of redemptions
|
| |
|
Forward Purchase Agreement shares
|
| |
|
Legacy Grindr units
|
| |
|
Total
|
| |
|
•
|
In connection with the acquisition of Legacy Grindr in 2020, the SV Entities had a cash obligation to pay $
|
•
|
In connection with the Business Combination, the board of managers of Legacy Grindr approved a distribution of $
|
•
|
Prior to Closing and in connection with SV Consolidation, but after SV Parent satisfied in full its funding obligations under
the Forward Purchase Agreement to Tiga, SV Parent merged with and into Legacy Grindr (the “SV Business Combination”). Upon the completion of the SV Business Combination, the intercompany promissory notes were canceled, and the merger of
SV Parent into the Company resulted in Grindr assuming the $
|
•
|
The Company and Kunlun settled the Deferred Payment within
|
•
|
In consideration for Legacy Grindr’s assumption of SV Parent’s rights to receive the securities issuable by Tiga under the
Forward Purchase Agreement, Legacy Grindr issued
|
4.
|
Property and Equipment
|
|
| |
December 31,
2022
|
| |
December 31,
2021
|
Computer equipment
|
| |
$
|
| |
$
|
Furniture and fixtures
|
| |
|
| |
|
Leasehold improvements
|
| |
|
| |
|
|
| |
|
| |
|
Less: Accumulated depreciation
|
| |
(
|
| |
(
|
|
| |
$
|
| |
$
|
5.
|
Goodwill and Intangibles
|
|
| |
December 31,
|
|||
|
| |
2022
|
| |
2021
|
Goodwill
|
| |
$
|
| |
$
|
Intangible assets with definite lives, net
|
| |
|
| |
|
Intangible assets with indefinite lives
|
| |
|
| |
|
|
| |
$
|
| |
$
|
|
| |
December 31,
|
|||
|
| |
2022
|
| |
2021
|
Balance at beginning of period
|
| |
$
|
| |
$
|
Goodwill arising from the SV Consolidation (see Note 3)
|
| |
|
| |
|
Balance at the end of period
|
| |
$
|
| |
$
|
|
| |
December 31, 2022
|
|||||||||
|
| |
Gross
Carrying
Value
|
| |
Accumulated
Amortization
|
| |
Net
|
| |
Weighted
Average
Useful Life
|
Customer relationships
|
| |
$
|
| |
$(
|
| |
$
|
| |
|
Technology
|
| |
|
| |
(
|
| |
|
| |
|
|
| |
$
|
| |
$(
|
| |
$
|
| |
|
|
| |
December 31, 2021
|
|||||||||
|
| |
Gross
Carrying
Value
|
| |
Accumulated
Amortization
|
| |
Net
|
| |
Weighted
Average
Useful Life
|
Customer relationships
|
| |
$
|
| |
$(
|
| |
$
|
| |
|
Technology
|
| |
|
| |
(
|
| |
|
| |
|
|
| |
$
|
| |
$(
|
| |
$
|
| |
|
|
| |
December 31,
|
|||
|
| |
2022
|
| |
2021
|
Customer relationships
|
| |
|
| |
|
Technology
|
| |
|
| |
|
2023
|
| |
$
|
2024
|
| |
|
2025
|
| |
|
Thereafter
|
| |
|
|
| |
$
|
6.
|
Capitalized Software Development Costs
|
|
| |
December 31,
|
|||
|
| |
2022
|
| |
2021
|
Capitalized software development costs
|
| |
$
|
| |
$
|
Less: Accumulated amortization
|
| |
(
|
| |
(
|
|
| |
$
|
| |
$
|
7.
|
Income Tax
|
|
| |
Year ended
December 31,
2022
|
| |
Year ended
December 31,
2021
|
United States
|
| |
$(
|
| |
$
|
International
|
| |
|
| |
|
|
| |
$(
|
| |
$
|
|
| |
Year ended
December 31,
2022
|
| |
Year ended
December 31,
2021
|
Current income tax provision:
|
| |
|
| |
|
Federal
|
| |
$
|
| |
$
|
State
|
| |
|
| |
|
International
|
| |
|
| |
|
Total current tax provision:
|
| |
$
|
| |
$
|
Deferred income tax benefit:
|
| |
|
| |
|
Federal
|
| |
$(
|
| |
$(
|
State
|
| |
(
|
| |
|
International
|
| |
|
| |
|
Total deferred tax benefit:
|
| |
$(
|
| |
$(
|
Total income tax (benefit) provision
|
| |
$(
|
| |
$
|
|
| |
December 31,
|
|||
|
| |
2022
|
| |
2021
|
Deferred tax assets:
|
| |
|
| |
|
Accrued expenses
|
| |
$
|
| |
$
|
Equity awards
|
| |
|
| |
|
Net operating losses
|
| |
|
| |
|
General business credit
|
| |
|
| |
|
Deferred rent
|
| |
|
| |
|
Accrued compensation
|
| |
|
| |
|
Right-of-use asset
|
| |
|
| |
|
Capitalized research expenditures
|
| |
|
| |
|
Tax original issue discount
|
| |
|
| |
|
Capitalized interest carryforward
|
| |
|
| |
|
Other
|
| |
|
| |
|
Gross deferred tax assets
|
| |
|
| |
|
Less: Valuation allowance
|
| |
(
|
| |
|
Total deferred tax assets
|
| |
|
| |
|
Deferred tax liabilities:
|
| |
|
| |
|
Intangible assets
|
| |
(
|
| |
(
|
Lease liability
|
| |
(
|
| |
|
Other
|
| |
(
|
| |
(
|
Total gross deferred tax liabilities:
|
| |
(
|
| |
(
|
Net deferred tax liabilities
|
| |
$(
|
| |
$(
|
|
| |
December 31, 2022
|
|||
|
| |
Amount
|
| |
Expiration Years
|
Net operating losses, federal (Post December 31, 2017)
|
| |
$
|
| |
Do Not Expire
|
Net operating losses, state
|
| |
$
|
| |
2032 - 2042
|
Tax credits, federal
|
| |
$
|
| |
2042
|
Tax credits, state
|
| |
$
|
| |
Do Not Expire
|
|
| |
December 31, 2021
|
|||
|
| |
Amount
|
| |
Expiration Years
|
Tax credits, state
|
| |
$
|
| |
Do Not Expire
|
|
| |
Year ended
December 31,
2022
|
| |
Year ended
December 31,
2021
|
Income tax provision at the federal statutory rate of 21.0%
|
| |
$(
|
| |
$
|
State taxes
|
| |
(
|
| |
|
Equity compensation
|
| |
|
| |
|
Transaction costs
|
| |
|
| |
|
Foreign derived intangible income deduction
|
| |
(
|
| |
(
|
Change in valuation allowance
|
| |
|
| |
(
|
Warrant liability revaluations
|
| |
(
|
| |
|
Research tax credit
|
| |
(
|
| |
(
|
Uncertain tax positions
|
| |
|
| |
|
Other items
|
| |
|
| |
(
|
|
| |
$(
|
| |
$
|
|
| |
Year ended
December 31,
2022
|
| |
Year ended
December 31,
2021
|
Balance at the beginning of the year
|
| |
$
|
| |
$
|
Increase related to current year tax positions
|
| |
|
| |
|
Balance at end of the year
|
| |
$
|
| |
$
|
8.
|
Other Current Assets
|
|
| |
December 31,
2022
|
| |
December 31,
2021
|
Income tax receivable
|
| |
$
|
| |
$
|
Cloud computing arrangements implementation costs
|
| |
|
| |
|
Other current assets
|
| |
|
| |
|
|
| |
$
|
| |
$
|
9.
|
Promissory Note from a Member
|
10.
|
Accrued Expenses and Other Current Liabilities
|
|
| |
December 31,
|
|||
|
| |
2022
|
| |
2021
|
Income and other taxes payable
|
| |
$
|
| |
$
|
Interest payable
|
| |
|
| |
|
Accrued professional service fees
|
| |
|
| |
|
Accrued legal expense
|
| |
|
| |
|
CEO make-whole bonus (see Note 13)
|
| |
|
| |
|
Lease liability, short-term
|
| |
|
| |
|
Employee compensation and benefits
|
| |
|
| |
|
Settlement payable to a former director
|
| |
|
| |
|
Accrued infrastructure expenses
|
| |
|
| |
|
Settlement payable of incentive units on 2016 Plan
|
| |
|
| |
|
Other accrued expenses
|
| |
|
| |
|
|
| |
$
|
| |
$
|
11.
|
Debt
|
|
| |
December 31,
2022
|
| |
December 31,
2021
|
Credit Agreement
|
| |
|
| |
|
Current
|
| |
$
|
| |
$
|
Non-current
|
| |
|
| |
|
|
| |
$
|
| |
$
|
Less: unamortized debt issuance costs
|
| |
(
|
| |
(
|
|
| |
$
|
| |
$
|
2023
|
| |
$
|
2024
|
| |
|
2025
|
| |
|
2026
|
| |
|
2027
|
| |
|
Thereafter
|
| |
|
|
| |
$
|
12.
|
Distributions
|
13.
|
Commitments and Contingencies
|
|
| |
Year Ended
December 31,
2022
|
Lease cost
|
| |
|
Operating lease cost
|
| |
$
|
Variable lease cost
|
| |
|
Short-term lease cost
|
| |
|
Sublease income
|
| |
(
|
Total lease cost
|
| |
$
|
|
| |
Year Ended
December 31,
2022
|
Cash paid for amounts included in the measurement of lease liabilities
|
| |
$
|
Right-of-use assets obtained in exchange for lease liabilities:
|
| |
|
Leases recognized upon adoption of ASC 842
|
| |
$5,585
|
|
| |
December 31, 2022
|
Assets:
|
| |
|
Right-of-use assets
|
| |
$
|
Liabilities:
|
| |
|
|
| |
$
|
Lease liability
|
| |
|
Total operating lease liabilities
|
| |
$
|
Weighted average remaining operating lease term (years)
|
| |
|
Weighted average operating lease discount rate
|
| |
|
2023
|
| |
$
|
2024
|
| |
|
2025
|
| |
|
2026
|
| |
|
2027
|
| |
|
Thereafter
|
| |
|
Total lease payments
|
| |
$
|
Less: imputed interest
|
| |
(
|
Total lease liabilities
|
| |
$
|
2022
|
| |
$
|
2023
|
| |
|
2024
|
| |
|
2025
|
| |
|
Thereafter
|
| |
|
|
| |
$
|
2023
|
| |
$
|
Thereafter
|
| |
|
|
| |
$
|
14.
|
Employee Benefit Plan
|
15.
|
Warrants
|
•
|
in whole and not in part;
|
•
|
at a price of $
|
•
|
upon a minimum of
|
•
|
if, and only if, the closing price of the Company’s common shares equals or exceeds $
|
•
|
in whole and not in part;
|
•
|
at a price of $
|
•
|
upon a minimum of
|
•
|
if, and only if, the closing price of the Company’s common stock equals or exceeds $
|
16.
|
Stockholders’ Equity
|
|
| |
December 31, 2022
|
|||
|
| |
Authorized Shares
|
| |
Shares Issued and
Outstanding
|
Preferred Stock
|
| |
|
| |
|
Common Stock
|
| |
|
| |
|
|
| |
|
| |
|
|
| |
December 31, 2021
|
|||
|
| |
Authorized Shares
|
| |
Shares Issued and
Outstanding
|
Preferred Stock, as recast
|
| |
unlimited
|
| |
|
Common Stock, as recast
|
| |
unlimited
|
| |
|
|
| |
|
| |
|
17.
|
Stock-based Compensation
|
|
| |
Number of Shares
|
| |
Weighted Average
Grant Date Fair
Value
|
Outstanding at December 31, 2021
|
| |
|
| |
|
Granted
|
| |
|
| |
$
|
Outstanding at December 31, 2022
|
| |
|
| |
$
|
|
| |
Year Ended December 31,
|
|||
|
| |
2022
|
| |
2021
|
Expected life of options (in years)(1)
|
| |
|
| |
|
Expected stock price volatility(2)
|
| |
|
| |
|
Risk free interest rate(3)
|
| |
|
| |
|
Expected dividend yield(4)
|
| |
|
| |
|
Weighted average grant-date fair value per unit of stock
options granted
|
| |
$
|
| |
$
|
Fair value per common stock/unit
|
| |
$
|
| |
$
|
(1)
|
The expected term for award is determined using the simplified method, which estimates the expected term using the contractual
life of the option and the vesting period.
|
(2)
|
Expected volatility is based on historical volatilities of a publicly traded per group over a period equivalent to the
expected term of the awards
|
(3)
|
The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the
expected term of the awards
|
(4)
|
Prior to the date of the Business Combination, Legacy Grindr did not historically pay any cash dividends on its common stock.
On June 10, 2022 and November 14, 2022, Legacy Grindr's Board of Managers approved a special distribution as described in Note 12, and the Company does not expect to pay any normal course cash dividends on its common stock in the
foreseeable future.
|
|
| |
Number of
Options
|
| |
Weighted
Average Exercise
Price
|
| |
Weighted
Average
Remaining
Contractual Life
(Years)
|
| |
Aggregate
Intrinsic Value
(in thousands)
|
Outstanding at December 31, 2020 (as
previously reported)
|
| |
|
| |
$
|
| |
|
| |
$
|
Retroactive application of recapitalization
|
| |
|
| |
|
| |
|
| |
|
Outstanding at December 31, 2020, after
effect of reverse recapitalization
|
| |
|
|
$
|
| |
|
| |
$
|
|
Granted
|
| |
|
| |
$
|
| |
|
| |
|
Exercised
|
| |
(
|
| |
$
|
| |
|
| |
|
Forfeited
|
| |
(
|
| |
$
|
| |
|
| |
|
Outstanding at December 31, 2021
|
| |
|
| |
$
|
| |
|
| |
$
|
Granted
|
| |
|
| |
$
|
| |
|
| |
|
Exercised
|
| |
(
|
| |
$
|
| |
|
| |
|
Forfeited
|
| |
(
|
| |
$
|
| |
|
| |
|
Outstanding at December 31, 2022
|
| |
|
| |
$
|
| |
|
| |
$
|
|
| |
|
| |
|
| |
|
| |
|
Exercisable at December 31, 2021
|
| |
|
| |
$
|
| |
|
| |
$
|
Exercisable at December 31, 2022
|
| |
|
| |
$
|
| |
|
| |
$
|
|
| |
December 31,
2021
|
Expected life of units (in years)(1)
|
| |
|
Expected unit price volatility(2)
|
| |
|
Risk free interest rate(3)
|
| |
|
Expected dividend yield(4)
|
| |
|
Weighted average grant-date fair value per SVE series P unit for each SVE
Series P unit granted
|
| |
$
|
Fair value per common unit
|
| |
$
|
(1)
|
The expected term for award is estimated in consideration of the time period expected to achieve the performance condition,
the contractual term of the award, and estimates of future exercise behavior.
|
(2)
|
Expected volatility is based on historical volatilities of a publicly traded per group over a period equivalent to the
expected term of the awards
|
(3)
|
The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the
expected term of the awards
|
(4)
|
Prior to the date of the Business Combination, Legacy Grindr did not historically pay any cash dividends on its common stock.
On June 10, 2022 and November 14, 2022, the Legacy Grindr's Board of Managers approved a special distribution as described in Note 12, and the Company does not expect to pay any normal course cash dividends on its common stock in the
foreseeable future.
|
|
| |
Year Ended December 31,
|
|||
|
| |
2022
|
| |
2021
|
Selling, general and administrative expenses
|
| |
$
|
| |
$
|
Product development expenses
|
| |
|
| |
|
|
| |
$
|
| |
$
|
18.
|
Fair Value Measurements
|
|
| |
December 31, 2022
|
|||||||||
|
| |
Total
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
Assets:
|
| |
|
| |
|
| |
|
| |
|
Money market funds
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
|
| |
|
| |
|
| |
|
| |
|
Liabilities:
|
| |
|
| |
|
| |
|
| |
|
Executive Market Condition Awards
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Common stock warrant liabilities
|
| |
|
| |
|
| |
|
|
|
|
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
|
| |
December 31, 2021
|
|||||||||
|
| |
Total
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
Assets:
|
| |
|
| |
|
| |
|
| |
|
Money market funds
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
|
| |
|
| |
|
| |
|
| |
|
Liabilities:
|
| |
|
| |
|
| |
|
| |
|
Executive Market Condition Awards
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Common stock warrant liabilities
|
| |
|
| |
|
| |
|
| |
|
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
|
| |
December 31, 2022
|
Expected term (in years)
|
| |
|
Volatility
|
| |
|
Risk-free interest rate
|
| |
|
Dividend yield
|
| |
|
|
| |
Public Warrants
|
| |
Private Warrants
|
| |
Total Warrant
Liability
|
Fair value as of December 31, 2021
|
| |
$
|
| |
$
|
| |
$
|
Assumption of Warrants upon Closing
|
| |
|
| |
|
| |
|
Change in fair value of Warrant liability
|
| |
(
|
| |
(
|
| |
(
|
Fair value as of December 31, 2022
|
| |
$
|
| |
$
|
| |
$
|
19.
|
Net Income Per Share
|
|
| |
Year Ended December 31,
|
|||
|
| |
2022
|
| |
2021
|
Numerator:
|
| |
|
| |
|
Net income and comprehensive income
|
| |
$
|
| |
$
|
Denominator:
|
| |
|
| |
|
Weighted-average common shares outstanding - basic
|
| |
|
| |
|
Stock options issued under 2020 Plan
|
| |
|
| |
|
Time-based RSUs
|
| |
|
| |
|
Weighted-average common shares outstanding - diluted
|
| |
|
| |
|
|
| |
|
| |
|
Net income per share:
|
| |
|
| |
|
Basic
|
| |
$
|
| |
$
|
Diluted
|
| |
$
|
| |
$
|
|
| |
Year Ended December 31,
|
|||
|
| |
2022
|
| |
2021
|
Stock options issued under 2020 Plan
|
| |
|
| |
|
Time-based RSUs
|
| |
|
| |
|
Public and Private Warrants
|
| |
|
| |
|
20.
|
Related Parties
|
21.
|
Subsequent Events
|
Item 13.
|
Other Expenses of Issuance and Distribution.
|
|
| |
Amount
|
SEC registration fee
|
| |
$145,059
|
Accountants’ fees and expenses
|
| |
60,000
|
Legal fees and expenses
|
| |
150,000
|
Miscellaneous fees and expenses
|
| |
50,000
|
Total expenses
|
| |
$405,059
|
Item 14.
|
Indemnification of Directors and Officers.
|
Item 15.
|
Recent Sales of Unregistered Securities.
|
(1)
|
In July 2020, we issued an aggregate of 6,900,000 Tiga Class B Ordinary Shares for a total subscription price of $25,000; and
|
(2)
|
In July 2020, we issued an aggregate of 18,560,000 private placement warrants to Sponsor at a price of $1.00 per private
placement warrant, generating gross proceeds of $18,560,000.
|
Item 16.
|
Exhibits and Financial Statement Schedules.
|
(a)
|
Exhibits.
|
Exhibit No.
|
| |
Description
|
| |
Form
|
| |
File Number
|
| |
Exhibits
|
| |
Filing Date
|
| |
Agreement and Plan of Merger by and among Tiga Acquisition Corp., Tiga Merger Sub
LLC and Grindr Group LLC, dated May 9, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
2.1
|
| |
November 23, 2022
|
|
| |
First Amendment to the Agreement and Plan of Merger by and among Tiga Acquisition
Corp., Tiga Merger Sub LLC, Tiga Merger Sub II LLC and Grindr Group LLC, dated October 5, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
2.2
|
| |
November 23, 2022
|
|
| |
Restated Certificate of Incorporation of Grindr Inc., dated November 18, 2022.
|
| |
Form S-1/A
|
| |
333-268782
|
| |
3.1
|
| |
February 9, 2023
|
|
| |
Bylaws of Grindr Inc., dated November 18, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
3.2
|
| |
November 23, 2022
|
|
| |
Specimen Common Stock Certificate of Grindr Inc.
|
| |
Form 8-K
|
| |
001-39714
|
| |
4.1
|
| |
November 23, 2022
|
|
| |
Specimen Warrant Certificate of Grindr Inc.
|
| |
Form 8-K
|
| |
001-39714
|
| |
4.2
|
| |
November 23, 2022
|
|
| |
Warrant Agreement between Tiga Acquisition Corp. and Continental Stock Transfer
& Trust Company, as warrant agent, dated November 23, 2020.
|
| |
Form 8-K
|
| |
001-39714
|
| |
4.3
|
| |
November 23, 2022
|
|
| |
Certificate of Corporate Domestication of Tiga Acquisition Corp., dated
November 17, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
4.4
|
| |
November 23, 2022
|
|
| |
Opinion of Cooley LLP.
|
| |
Form S-1/A
|
| |
333-268782
|
| |
5.1
|
| |
February 9, 2023
|
|
| |
Opinion of Morris, Nichols, Arsht & Tunnell LLP.
|
| |
Form S-1/A
|
| |
333-268782
|
| |
5.2
|
| |
February 9, 2023
|
|
| |
Amended and Restated Registration Rights Agreement by and among Grindr Inc., Tiga
Sponsor LLC and certain existing and new stockholders of Grindr Inc., dated November 18, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
10.1
|
| |
November 23, 2022
|
|
| |
Form of Indemnification Agreement of Grindr Inc.
|
| |
Form 8-K
|
| |
001-39714
|
| |
10.2
|
| |
November 23, 2022
|
|
| |
Grindr Inc. 2022 Equity Incentive Plan and forms of award agreement thereunder.
|
| |
Form 8-K
|
| |
001-39714
|
| |
10.3
|
| |
November 23, 2022
|
|
| |
Convertible Promissory Note, between Tiga Acquisition Corp. and Tiga Sponsor LLC,
dated as of March 16, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
10.4
|
| |
November 23, 2022
|
|
| |
Payoff Letter between Tiga Acquisition Corp. and Tiga Sponsor LLC, dated
March 16, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
10.5
|
| |
November 23, 2022
|
Exhibit No.
|
| |
Description
|
| |
Form
|
| |
File Number
|
| |
Exhibits
|
| |
Filing Date
|
| |
Amended and Restated Forward Purchase Agreement, between Tiga Acquisition Corp.
and Tiga Sponsor LLC, dated May 9, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
10.6
|
| |
November 23, 2022
|
|
| |
Joinder and Assignment Agreement to Amended and Restated Forward Purchase
Agreement by and among San Vicente Parent LLC, Tiga Acquisition Corp., and Tiga Sponsor LLC, dated November 10, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
10.7
|
| |
November 23, 2022
|
|
| |
First Amendment to the Warrant Agreement between Tiga Acquisition Corp. and
Continental Stock Transfer & Trust Company, as warrant agent, dated November 17, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
10.8
|
| |
November 23, 2022
|
|
| |
Credit Agreement, dated as of June 10, 2020, among San Vincente Gap LLC, San
Vicente Capital LLC, Fortress Credit Corp., and the other parties thereto, as amended on February 25, 2021.
|
| |
Form S-4/A
|
| |
333-264902
|
| |
10.9
|
| |
October 31, 2022
|
|
| |
Amendment No. 1 to the Credit Agreement, dated as of February 25, 2021, among
Grindr Gap LLC, Grindr Capital LLC, Fortress Credit Corp. and the other parties thereto.
|
| |
Form S-4/A
|
| |
333-264902
|
| |
10.10
|
| |
October 31, 2022
|
|
| |
Amendment No. 2 to the Credit Agreement, dated as of June 13, 2022, among Grindr
Gap LLC, Grindr Capital LLC, Fortress Credit Corp. and the other parties thereto.
|
| |
Form S-4/A
|
| |
333-264902
|
| |
10.11
|
| |
October 31, 2022
|
|
| |
Amendment No. 3 to the Credit Agreement, dated as of November 14, 2022, among
Grindr Gap LLC, Grindr Capital LLC, Fortress Credit Corp. and the other parties thereto.
|
| |
Form S-1
|
| |
333-268782
|
| |
10.12
|
| |
December 13, 2022
|
|
| |
Grindr Group LLC Amended and Restated 2020 Equity Incentive Plan and forms of
award agreement thereunder.
|
| |
Form S-1/A
|
| |
333-268782
|
| |
10.13
|
| |
February 9, 2023
|
|
| |
Offer Letter by and between Grindr Group LLC and Maggie Lower, dated April 25,
2022.
|
| |
Form 10-K
|
| |
001-39714
|
| |
10.14
|
| |
March 17, 2023
|
|
| |
Offer Letter by and between Grindr Group LLC and G. Raymond Zage, III, dated
November 15, 2022.
|
| |
Form 10-K
|
| |
001-39714
|
| |
10.15
|
| |
March 17, 2023
|
|
| |
Offer Letter by and between
Grindr Group LLC and J. Michael Gearon, Jr., dated November 15, 2022.
|
| |
Form 10-K
|
| |
001-39714
|
| |
10.16
|
| |
March 17, 2023
|
|
| |
Offer Letter by and between Grindr Group LLC and James Fu Bin Lu, dated
November 15, 2022.
|
| |
Form 10-K
|
| |
001-39714
|
| |
10.17
|
| |
March 17, 2023
|
Exhibit No.
|
| |
Description
|
| |
Form
|
| |
File Number
|
| |
Exhibits
|
| |
Filing Date
|
| |
Offer Letter by and between Grindr Group LLC and Nathan Richardson, dated
April 24, 2022.
|
| |
Form 10-K
|
| |
001-39714
|
| |
10.18
|
| |
March 17, 2023
|
|
| |
Offer Letter by and between Grindr Group LLC and Daniel Brooks Baer, dated
April 26, 2022.
|
| |
Form 10-K
|
| |
001-39714
|
| |
10.19
|
| |
March 17, 2023
|
|
| |
Offer Letter by and between Grindr Group LLC and Meghan Stabler, dated April 25,
2022.
|
| |
Form 10-K
|
| |
001-39714
|
| |
10.20
|
| |
March 17, 2023
|
|
| |
Offer Letter by and between Grindr Group LLC and Gary Horowitz, dated April 26,
2022.
|
| |
Form 10-K
|
| |
001-39714
|
| |
10.21
|
| |
March 17, 2023
|
|
| |
Employment Agreement by and between Grindr LLC and Vanna Krantz, dated August 26,
2022.
|
| |
Form 10-K
|
| |
001-39714
|
| |
10.22
|
| |
March 17, 2023
|
|
| |
Employment Agreement by and between Grindr LLC and George Arison, dated April 27,
2022.
|
| |
Form 10-K
|
| |
001-39714
|
| |
10.23
|
| |
March 17, 2023
|
|
| |
Letter from WithumSmith+Brown, PC to the SEC, dated November 23, 2022
|
| |
Form 8-K
|
| |
001-39714
|
| |
16.1
|
| |
November 23, 2022
|
|
| |
List of Subsidiaries.
|
| |
Form 8-K
|
| |
001-39714
|
| |
21.1
|
| |
November 23, 2022
|
|
| |
Consent of Ernst & Young LLP, independent registered public accounting firm.
|
| |
|
| |
|
| |
|
| |
|
|
| |
Consent of Cooley LLP (included in Exhibit 5.1).
|
| |
Form S-1/A
|
| |
333-268782
|
| |
23.4
|
| |
February 9, 2023
|
|
| |
Consent of Morris, Nichols, Arsht & Tunnell LLP (included in Exhibit 5.2).
|
| |
Form S-1/A
|
| |
333-268782
|
| |
23.5
|
| |
February 9, 2023
|
|
| |
Power of Attorney (included on signature page).
|
| |
|
| |
|
| |
|
| |
|
|
101.INS
|
| |
XBRL Instance Document
|
| |
|
| |
|
| |
|
| |
|
101.CAL
|
| |
XBRL Taxonomy Extension Calculation Linkbase Document
|
| |
|
| |
|
| |
|
| |
|
101.SCH
|
| |
XBRL Taxonomy Extension Schema Document
|
| |
|
| |
|
| |
|
| |
|
101.DEF
|
| |
XBRL Taxonomy Extension Definition Linkbase Document
|
| |
|
| |
|
| |
|
| |
|
101.LAB
|
| |
XBRL Taxonomy Extension Labels Linkbase Document
|
| |
|
| |
|
| |
|
| |
|
101.PRE
|
| |
XBRL Taxonomy Extension Presentation Linkbase Document
|
| |
|
| |
|
| |
|
| |
|
104
|
| |
Cover Page Interactive Data File (formatted as inline XBRL and contained in
Exhibit 101)
|
| |
|
| |
|
| |
|
| |
|
| |
Filing Fee Table
|
| |
Form S-1/A
|
| |
333-268782
|
| |
107
|
| |
January 12, 2023
|
*
|
Filed herewith.
|
**
|
Previously filed.
|
†
|
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
|
††
|
Certain portions of this exhibit (indicated by asterisks) have been excluded pursuant to Item 601(b)(10) of Regulation S-K
because they are both not material and are the type that the Registrant treats as private or confidential.
|
(b)
|
Financial Statement Schedules.
|
Item 17.
|
Undertakings.
|
(a)
|
The undersigned registrant hereby undertakes as follows:
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement.
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede
or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
(5)
|
That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or our securities provided by or on behalf of the undersigned registrant; and
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(b)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the undersigned pursuant to the foregoing provisions, or otherwise, the undersigned has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned of expenses incurred or paid by a director, officer or controlling person of the
undersigned in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned will, unless in the opinion of our
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
|
|
| |
GRINDR INC.
|
|
| |
|
|
| |
By:
|
|
| |
|
|
| |
/s/ Vandana Mehta-Krantz
|
|
| |
Vandana Mehta-Krantz
|
|
| |
Chief Financial Officer
|
Signature
|
| |
Title
|
| |
Date
|
/s/ George Arison
|
| |
Chief Executive Officer and Director
(Principal Executive Officer)
|
| |
March 22, 2023
|
George Arison
|
| |||||
|
| |
|
| |
|
/s/ Vandana Mehta-Krantz
|
| |
Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
|
| |
March 22, 2023
|
Vandana Mehta-Krantz
|
| |||||
|
| |
|
| |
|
*
|
| |
Chairperson of the Board
|
| |
March 22, 2023
|
James Fu Bin Lu
|
| |||||
|
| |
|
| |
|
*
|
| |
Director
|
| |
March 22, 2023
|
G. Raymond Zage, III
|
| |||||
|
| |
|
| |
|
*
|
| |
Director
|
| |
March 22, 2023
|
J. Michael Gearon, Jr.
|
| |||||
|
| |
|
| |
|
*
|
| |
Director
|
| |
March 22, 2023
|
Nathan Richardson
|
| |||||
|
| |
|
| |
|
*
|
| |
Director
|
| |
March 22, 2023
|
Daniel Brooks Baer
|
| |||||
|
| |
|
| |
|
*
|
| |
Director
|
| |
March 22, 2023
|
Gary I. Horowitz
|
| |||||
|
| |
|
| |
|
*
|
| |
Director
|
| |
March 22, 2023
|
Meghan Stabler
|
| |||||
|
| |
|
| |
|
*
|
| |
Director
|
| |
March 22, 2023
|
Maggie Lower
|
|
*By:
|
| |
/s/ Vandana Mehta-Krantz
|
|
| |
Vandana Mehta-Krantz
|
|
| |
Attorney-in-fact
|