Grindr Inc
For the period ended Dec 31, 2023. Filed Mar 11, 2024.
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FY2023 · Filed Mar 11, 2024
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Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this report:
- Financial Statements
The financial statements included in Part II, Item 8 of this document are filed as part of this Annual Report on Form 10-K.
- Financial Statement Schedules
All required schedules are omitted because they are not applicable or the required information is shown in the financial statements or the accompanying notes to the financial statements.
- Exhibits
The exhibits filed as part of the Annual Report on Form 10-K are listed in Item 15(b).
(b) Exhibits.
The following exhibits are filed as part of this Annual Report on Form 10-K:
| Exhibit No. | Description | Form | File Number | Exhibits | Filing Date |
|---|---|---|---|---|---|
| 2.1†** | Agreement and Plan of Merger by and among Tiga Acquisition Corp., Tiga Merger Sub LLC, Tiga Merger Sub LLC and Grindr Group LLC, dated May 9, 2022. | Form 8-K | 001-39714 | 2.1 | November 23, 2022 |
| 2.2** | 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 |
| 3.1** | Restated Certificate of Incorporation of Grindr Inc., dated November 18, 2022. | Form S-1/A | 333-268782 | 3.1 | February 9, 2023 |
| 3.2** | Bylaws of Grindr Inc., dated November 18, 2022. | Form 8-K | 001-39714 | 3.2 | November 23, 2022 |
| 4.1** | Specimen Common Stock Certificate of Grindr Inc. | Form 8-K | 001-39714 | 4.1 | November 23, 2022 |
| 4.2** | Specimen Warrant Certificate of Grindr Inc. | Form 8-K | 001-39714 | 4.2 | November 23, 2022 |
| 4.3** | 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 |
| 4.4** | Certificate of Corporate Domestication of Tiga Acquisition Corp., dated November 17, 2022. | Form 8-K | 001-39714 | 4.4 | November 23, 2022 |
| 4.5** | Description of Securities registered under Section 12 of the Securities Exchange Act of 1934. | Form 10-K | 001-39714 | 4.5 | March 17, 2023 |
| Exhibit No. | Description | Form | File Number | Exhibits | Filing Date |
|---|---|---|---|---|---|
| 10.1** | 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 |
| 10.2** | Form of Indemnification Agreement of Grindr Inc. | Form 8-K | 001-39714 | 10.2 | November 23, 2022 |
| 10.3**# | Grindr Inc. 2022 Equity Incentive Plan and forms of award agreement thereunder. | Form 8-K | 001-39714 | 10.3 | November 23, 2022 |
| 10.4** | 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 |
| 10.5** | Payoff Letter between Tiga Acquisition Corp. and Tiga Sponsor LLC, dated March 16, 2022. | Form 8-K | 001-39714 | 10.5 | November 23, 2022 |
| 10.6** | 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 |
| 10.7** | 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 |
| 10.8** | 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 |
| 10.9††** | Credit Agreement, dated as of June 10, 2020, among San Vicente 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 |
| 10.10** | 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 |
| 10.11** | 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 |
| Exhibit No. | Description | Form | File Number | Exhibits | Filing Date |
|---|---|---|---|---|---|
| 10.12** | 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 |
| 10.13** | Amendment No. 4 to the Credit Agreement, dated as of May 12, 2023, among Grindr Gap LLC, Grindr Capital LLC, Fortress Credit Corp., Grindr Inc., Grindr Group LLC and the other parties thereto. | Form 8-K | 001-39714 | 10.1 | May 17, 2023 |
| 10.14** | Credit Agreement, among Grindr Capital LLC, Grindr Inc., the other parent guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, swingline lender and an issuing bank, dated as of November 28, 2023. | Form 8-K | 001-39714 | 10.1 | November 29, 2023 |
| 10.15**# | 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 |
| 10.16**# | 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 |
| 10.17**# | 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 |
| 10.18**# | 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 |
| 10.19**# | 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 |
| 10.20**# | 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 |
| 10.21**# | 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 |
| 10.22**# | 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 |
| 10.23**# | 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 |
| 10.24**# | Employment Agreement by and between Grindr LLC and George Arison, dated April 27, 2022. | Form 10-K | 001-39714 | 10.23 | March 17, 2023 |
| Exhibit No. | Description | Form | File Number | Exhibits | Filing Date |
|---|---|---|---|---|---|
| 10.25**# | Employment Agreement by and between Grindr LLC and Vandana Mehta-Krantz, dated August 26, 2022. | Form 10-K | 001-39714 | 10.22 | March 17, 2023 |
| 10.26*# | Employment Agreement by and between Grindr LLC and Kye Chen, dated March 27, 2023. | ||||
| 10.27*# | Amended Employment Agreement by and between Grindr Inc. and Vandana Mehta-Krantz, dated November 29, 2023. | ||||
| 21.1** | List of Subsidiaries. | Form 8-K | 001-39714 | 21.1 | November 23, 2022 |
| 23.1* | Consent of Ernst & Young LLP, independent registered public accounting firm. | ||||
| 24.1* | Power of Attorney (included on signature page). | ||||
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1*** | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97.1* | Incentive Compensation Recoupment Policy | ||||
| 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) | ||||
- Filed herewith.
** Previously filed.
*** Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Annual Report on Form 10-K), irrespective of any general incorporation language contained in such filing.
† Schedules and exhibits have been omitted pursuant to Items 601(a)(5) and 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.