Grindr Inc

1. Nature of Business

Grindr Inc.’s (“Grindr” or the “Company”) mission is to build the Global Gayborhood in Your Pocket™, and, through its success, to make a world where the lives of its global LGBTQ community are free, equal, and just. The Company operates the Grindr platform, a global social networking platform primarily serving and addressing the needs of gay, bisexual, and sexually explorative adults around the world. The Grindr platform is available as a mobile application through Apple’s App Store and Google Play. The Company offers both a free, ad-supported service and a premium subscription version. The Company is headquartered in West Hollywood, California, and has additional offices in the San Francisco Bay Area, Chicago, and New York City.

Grindr was originally incorporated in the Cayman Islands on July 27, 2020, under the name Tiga Acquisition Corp. (“Tiga”), a special-purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or engaging in any other similar business combinations with one or more businesses or entities. On May 9, 2022, Grindr Group LLC and its subsidiaries (“Legacy Grindr”) entered into an Agreement and Plan of Merger (as amended on October 5, 2022, the “Merger Agreement”) with Tiga, in which Legacy Grindr would become a wholly owned subsidiary of Tiga (the “Business Combination”). On November 17, 2022, Tiga was redomiciled to the United States. Upon the consummation of the Business Combination on November 18, 2022 (the “Closing”), Tiga was renamed to “Grindr Inc.”

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the operating results of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.

Accounting Estimates

Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial statements in accordance with U.S. GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the fair value of common stock warrant liabilities; valuation allowance for deferred tax assets; legal contingencies; the incremental borrowing rate for the Company's leases; and the valuation of stock-based compensation.

Cash and Cash Equivalents

Cash and cash equivalents consist entirely of cash, money market accounts and U.S. treasury bills. The Company considers all highly liquid short-term investments purchased with an original maturity of ninety days or less at the time of purchase to be cash equivalents. Since these highly liquid investments are readily convertible to cash, the carrying value and amortized cost of the investments approximate their fair value.

Restricted Cash

Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded as a non-current asset on the consolidated balance sheets. The restricted cash balance as of December 31, 2024 and December 31, 2023 was related to a letter of credit held with a financial institution for leased office space secured by the Company as described in Note 10.

Foreign Currency Transactions

Transaction gains and losses denominated in a currency other than the functional currency are included in “Other (expense) income, net” on the consolidated statements of operations and comprehensive loss.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs.

The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable:

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.

Recurring Fair Value Measurements

The following methods and assumptions were used to estimate the fair value of each class of financial assets and liabilities for which it is practicable to estimate fair value:

•Money market funds and U.S. treasury bills — The carrying amount of money market funds and U.S. treasury bills approximates fair value and is classified within Level 1 because the fair value is determined through quoted market prices.

•Warrant liability — Public Warrants (as defined in Note 11) are classified within Level 1 as these securities are traded on an active public market. Private Warrants (as defined in Note 11) 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.

The Company’s remaining financial instruments that are measured at fair value on a recurring basis consist primarily of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, and other current liabilities. The Company believes their carrying values are representative of their fair values due to their short-term maturities. The fair values of the Company’s credit agreement balances as disclosed in Note 9 are measured based on prices quoted from a third-party financial institution.

Nonrecurring Fair Value Measurements

Assets acquired and liabilities assumed in business combinations are initially measured at fair value on the acquisition date on a nonrecurring basis using Level 3 inputs. The Company is required to measure certain assets at fair value on a nonrecurring basis after initial recognition. These include goodwill, intangible assets, and long-lived assets, which could be measured at fair value on a nonrecurring basis as a result of impairment reviews. Impairment is assessed annually in the fourth quarter or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or assets below the carrying value. The fair value of the reporting unit or asset group is determined primarily using income and market approaches (Level 3).

Property and Equipment

Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation. For property and equipment acquired through a business combination, it is carried at the fair value as of the acquisition date less subsequent accumulated depreciation. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the assets, and in the case of leasehold improvements, the lease term, if shorter, as follows:

Maintenance and repairs are charged to expense as incurred and additions and improvements are capitalized. Upon the sale or retirement of property and equipment, the accounts are relieved of the cost and the related accumulated depreciation, with any resulting gain or loss included in “Selling, general and administrative expense” on the consolidated statements of operations and comprehensive loss.

Goodwill and Indefinite-Lived Intangible Assets

The Company assesses goodwill on itsone reporting unit and indefinite-lived intangible assets for impairment annually in the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value.

When the Company elects to perform a qualitative assessment and concludes it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit’s goodwill is necessary; otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined. If the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the excess is recorded.

The Company foregoes a qualitative assessment and tests goodwill for impairment when it concludes that it is more likely than not there may be an impairment. If needed, the annual or interim quantitative test of the recovery of goodwill involves a comparison of the estimated fair value of the Company’s reporting unit to its carrying value, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit exceeds the estimated fair value, an impairment loss equal to the excess is recorded.

In the fourth quarter of the years ended December 31, 2024 and 2023, the Company performed its qualitative assessment and determined that it was not more likely than not that the recorded goodwill was impaired.

The Company uses a qualitative approach to test indefinite-lived intangible assets (which currently consists of tradenames) for impairment by first assessing qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value as a basis for determining whether it is necessary to perform quantitative impairment testing. The Company evaluated the qualitative factors of the indefinite-lived intangible assets in connection with the annual impairment testing for the periods presented. The results of the qualitative analysis of the Company’s indefinite-lived intangible assets indicated that the fair value of the indefinite-lived intangible assets exceeded their carrying value.

The Company foregoes a qualitative assessment and tests indefinite-lived intangible assets for impairment when it concludes that it is more likely than not there may be an impairment. If needed, the annual or interim quantitative test of the recovery of indefinite-lived intangible assets involves a comparison of the estimated fair value of the indefinite-lived assets to their carrying value. If the estimated fair value of the indefinite-lived assets exceeds their carrying value, the indefinite-lived intangible assets are not impaired. If the carrying value of the indefinite-lived assets exceeds the estimated fair value, an impairment loss equal to the excess is recorded.

Long-Lived Assets and Intangible Assets with Definite Lives

Long-lived assets, which consist of property and equipment, right-of-use ("ROU") assets, capitalized software development costs, and intangible assets with definite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the carrying value is deemed not to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the long-lived asset exceeds its fair value. Amortization of long-lived intangible assets is computed either on a straight-line basis or based on the pattern in which the economic benefits of the asset will be realized.

Capitalized Software Development Costs and Cloud Computing Arrangements

The Company capitalizes the costs associated with software developed or obtained for internal use, including costs incurred in connection with the development of its app and functionalities within the app. The Company capitalizes certain costs when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and performed as intended. These capitalized costs include personnel and related expenses for employees and costs of third-party contractors and vendors who are directly associated with and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs incurred for significant upgrades and enhancements to the software solutions are also capitalized. Costs incurred for training, maintenance, and minor modifications or enhancements are expensed as incurred. Capitalized software development costs are amortized using the straight-line method over an estimated useful life ofthree years.

The Company capitalizes certain implementation costs incurred related to cloud computing arrangements that are service contracts. Such costs are amortized on a straight-line basis over the term of the associated hosting arrangement plus any reasonably certain renewal period. Any capitalized amounts related to such arrangements are recorded within “Other assets” on the consolidated balance sheets.

Revenue Recognition

Revenue is recognized when or as a customer obtains control of promised services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to in exchange for these services. A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Sales tax, including value added tax, is excluded from reported revenue.

The Company derives all of its revenue from direct revenue and indirect revenue, each as described below. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promised accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue for the amount at which the Company has the right to invoice for services performed.

Direct Revenue

Direct revenue consists of subscription revenue. Subscription revenue is generated through the sale of subscriptions that are currently offered or renewed in one-week, one-month, three-month, six-month, and twelve-month lengths. Subscription revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Direct revenue also consists of premium add-on revenue generated through the sale of an add-on feature on a pay-per-use, or a-la-carte, basis. Premium features are activated upon purchase and are available to use for the customer for a short duration, generally, within one day. Revenue from premium add-ons is recognized upon usage of the premium add-on. Direct revenue is recorded net of taxes, credits, and chargebacks. Customers pay in advance, primarily through mobile app stores. Subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable.

Indirect Revenue

Indirect revenue consists of advertising revenue and other non-direct revenue. The Company has contractual relationships with third-party advertising service providers and also directly with advertisers to display advertisements on the Grindr platform. For all advertising arrangements, the Company’s performance obligation is to provide the inventory for advertisements to be displayed on the Grindr platform. For contracts made directly with advertisers, the Company is also obligated to serve the advertisements on the Grindr platform. Providing the advertising inventory and serving the advertisement is considered a single performance obligation, as the advertiser cannot benefit from the advertising space without its advertisements being displayed.

The pricing and terms for all advertising arrangements are governed by either a master contract or insertion order. The transaction price in advertising arrangements is generally the product of the number of advertising units delivered (e.g., impressions, offers completed, videos viewed, etc.) and the contractually agreed upon price per advertising unit. Further, for advertising transactions with advertising service providers, the contractually agreed upon price per advertising unit is generally based on the Company’s revenue share or fixed revenue rate as stated in the contract. The Company recognizes revenue when the advertisement is displayed to users. The number of advertising units delivered is determined at the end of each month, which resolves any uncertainty in the transaction price during the reporting period. Revenue from advertising transactions with advertising service providers is recognized net of the amounts retained by the advertising service provider as the Company does not know and expects not to know the gross amount paid by advertisers.

Transaction Price

The objective of determining the transaction price is to estimate the amount of consideration the Company is due in exchange for its services, including amounts that are variable. The Company determines the total transaction price, including an estimate of any variable consideration, at contract inception and reassesses this estimate each reporting period. There are no instances where variable consideration is considered material in any of the Company’s arrangements.

The Company excludes from the measurement of transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of revenue.

For contracts that have an original duration of one year or less, the Company does not consider the time value of money.

Account Receivable, net of allowance for credit losses

Grindr users generally access the Grindr platform and pay for subscriptions and premium add-on features through Apple’s App Store or Google Play. As of December 31, 2024 and December 31, 2023, each of the mobile app stores accounted for approximately 56.7% and 12.5%, and 63.1% and 15.1%, respectively, of the Company’s accounts receivable. The Company evaluates the credit worthiness of these two mobile app stores on an ongoing basis and does not require collateral from these entities. The Company generally collects these balances between 30 and 45 days following the purchase by the customer.

Accounts receivable also includes amounts billed and currently due from advertising customers. The Company maintains an allowance for credit losses to provide for the estimated amount of accounts receivable that will not be collected. The allowance for credit losses is based upon historical collection trends adjusted for economic conditions using reasonable and supportable forecasts. The time between the Company issuance of an invoice and payment due date is not significant, payments that are not collected in advance of the transfer of promised services are generally due between 30 and 60 days from the invoice date. As of December 31, 2024 and December 31, 2023, the accounts receivable balances, net of allowances, were $49,599 and $33,906, respectively. The opening balance of accounts receivable, net of allowances, was $22,435 as of January 1, 2023.

Deferred Charges

The Company defers certain costs as an asset, primarily mobile app store distribution fees paid to the mobile app stores related to subscription revenue and premium add-on revenue, and recognizes such costs in cost of revenue as the services are provided. The fee differs based on the agreed upon percentage depending on the type of revenue and for subscription revenue, the length of consecutively paid subscriptions, generally approximating between 15.0% to 30.0% of revenues. For the years ended December 31, 2024 and 2023, the Company recognized cost of revenue of $66,654 and $51,752, respectively, related to these distribution fees.

Deferred Revenue

Deferred revenue consists of advance payments that are received in advance of the Company’s performance. The Company classifies subscription deferred revenue as current and recognizes revenue straight-line over the term of the applicable subscription period or expected completion of the performance obligation which range from one week totwelve months. As of December 31, 2024 and December 31, 2023, the deferred revenue balances were $19,970 and $19,181, respectively. The balance of deferred revenue was $18,586 as of January 1, 2023.

For the year ended December 31, 2024, the Company recognized$19,181 of revenue that was included in the deferred revenue balance as of December 31, 2023. For the year ended December 31, 2023, the Company recognized $18,586 of revenue that was included in the deferred revenue balance as of December 31, 2022.

Disaggregation of Revenue

The following tables summarize revenue from contracts with customers:

(1)North America includes revenue generated only from the U.S. and Canada.

During the years ended December 31, 2024 and 2023, revenue from the U.S., the Company's country of domicile, amounted to $199,263 and $151,535, respectively.

Cost of Revenue

Cost of revenue consists primarily of mobile app store distribution fees. Cost of revenue also includes third-party vendor costs related to customer care functions such as customer service, data center and hosting fees, moderators, and other auxiliary costs associated with providing services to customers.

Selling, General and Administrative Expense

Selling, general and administrative expense consists primarily of compensation expense (including stock-based compensation) and other employee related costs for executive management, personnel engaged in selling and marketing, sales support functions, finance, legal, tax, and human resources. General and administrative expense also include expenses associated with facilities, information technology, external professional services, legal costs, and other administrative expenses.

Product Development Expense

Product development expense consists primarily of compensation (including stock-based compensation expense) and other employee-related costs for personnel engaged in the design, development, testing, enhancement of product offerings and related technology, and related costs.

Depreciation and Amortization Expenses

Depreciation and amortization expenses are primarily related to computer equipment, leasehold improvements, furniture and fixtures, customer relationships, technology, and capitalized software development costs.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs totaled $8,215 and $2,378 for the years ended December 31, 2024 and 2023, respectively. Advertising costs are included in “Selling, general and administrative expense” in the consolidated statements of operations and comprehensive loss.

Leases

Company as a lessee

An arrangement is assessed to determine if it is or contains a lease at contract inception. ROU assets and lease liabilities, which are disclosed in the accompanying consolidated balance sheets, are recognized at the commencement date of the lease based on the present value of the lease payments over the lease term using the Company’s incremental borrowing rate on the lease commencement date. If the lease contains an option to extend the lease term, the renewal option is considered in the lease term if it is reasonably certain that the Company will exercise the option.

For all office space leases, lease components and non-lease components are accounted for as a single lease component. Operating lease expense is recognized on a straight-line basis over the term of the lease. Short-term leases, defined as leases with an initial term of twelve months or less, are not recorded on the consolidated balance sheets.

Company as a lessor

Sublease income from operating leases is recognized on a straight-line basis over the term of the lease.

Income Taxes

The Company uses the asset and liability method when accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company records a valuation allowance to reduce deferred tax assets to an amount for which realization is more likely than not. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Valuation allowances are provided against tax assets when it is determined that it is more-likely-than-not that the assets will not be realized.

The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based on its technical merits, is more likely than not to be sustainable upon examination. Measurement (step two) determines the amount of the benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Remeasurement of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. The provision for income taxes included the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related interest and penalties.

Stock-based Compensation

The Company issues stock-based awards to employees, officers, directors, and non-employees in the form of stock options and restricted stock units (“RSUs”). Compensation expense related to employee and non-employee stock-based awards is measured and recognized in the consolidated financial statements based on the fair value of the awards granted.

The Company’s stock-based compensation includes compensation expense related to the grant of service-based RSUs (“Time-Based Awards”), RSUs containing a market condition (“Market Condition Awards”), and RSUs containing a performance condition (“KPI Awards”) granted under the 2022 Plan (defined in Note 14), and service-based stock options granted under the 2020 Plan (defined in Note 14).

The Company measures the fair value of the Time-Based Awards based on the quoted market price on the grant date of the Company’s common stock. Compensation expense for Time-Based Awards is recognized on a straight-line basis over the requisite service period.

The fair value of Market Condition Awards is estimated using a Monte Carlo simulation model. Prior to vesting, compensation expense is recognized using the accelerated attribution approach over the derived service period based on the fair market value of the award at the time of grant, regardless of whether the market condition is satisfied, as long as the grantee continues to provide service to the Company. At the end of each financial reporting period prior to the vesting date, the fair value of all Market Condition Awards that are liability-classified is remeasured using a Monte Carlo simulation model.

KPI Awards are liability-classified. The KPI Awards require management to make assumptions regarding the likelihood of achieving certain key performance indicator (“KPI”) goals. The Company recognizes compensation expense when the likelihood that the achievement of the KPI goals are probable and is recognized using the accelerated attribution approach over the requisite service period. KPI Awards are remeasured at the end of each financial reporting period.

If stock-based awards are granted in contemplation of or shortly before a planned release of material nonpublic information, and such information is expected to result in a material increase in the Company's stock price, the Company considers whether an adjustment to the observable market price is required when estimating fair values.

Legacy Grindr granted unit options to employees under the 2020 Plan that vest based solely on service conditions. Prior to the Business Combination, the fair value of each option award containing service conditions was estimated on the grant date using the Black-Scholes option-pricing model. The use of the Black-Scholes model required a number of estimates, including the expected option term, the expected volatility in the price of the Legacy Grindr’s common stock, the risk-free rate of interest and the dividend yield on the Legacy Grindr’s common stock. Legacy Grindr recognizes stock-based compensation expense on a straight-line basis over the requisite service periods of the awards, which is generally four years. Upon the consummation of the Business Combination, all outstanding and unvested unit option awards granted under the 2020 Plan were converted using an exchange ratio into stock options exercisable for shares of the Company’s common stock with the same terms and vesting conditions. The Company continues to recognize stock-based compensation expense on a straight-line basis over the remaining requisite service periods of the awards.

Modification of equity classified awards

On the modification date, the Company determines the type of modification of the equity award by assessing whether the equity awards are probable or improbable to vest before and after the modification. The Company estimates the fair value of the awards immediately before and immediately after modification for those equity awards that are probable of vesting before and after the modification. Any incremental increase in fair value is recognized as an expense immediately to the extent the underlying equity awards are vested and on a straight-line basis over the requisite service period using the related expense attribution method to the extent that they are unvested. For equity awards that are improbable of vesting before the modification and probable of vesting after the modification, the Company recognizes expense measured as the fair value of the modified award on a straight-line basis over the requisite service period using the related expense attribution method based on the fair value of the awards at the modification date.

Warrant Liability

The Company accounts for warrants as shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the consolidated balance sheets. Liability-classified warrants are subject to remeasurement to fair value as of any respective exercise date and at the end of each financial reporting period with changes in fair value recorded in the Company’s consolidated statements of operations and comprehensive loss. See Note 11 and Note 20 for additional information on the Company’s warrants.

Concentration of Risks

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. The Company maintains the majority of its cash balances with two major commercial banks. Cash balances are generally in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250. The Company has not experienced any losses in such accounts.

For the year ended December 31, 2024, no customers accounted for 10% or more of the Company’s revenue, andthree vendors accounted for 60.7%,15.4%, and 13.3% of the Company’s cost of revenue.

As of December 31, 2024, no customer accounted for 10% or more of the Company’s accounts receivable balance, andtwo vendors accounted for 26.7% and 15.0% of the Company’s accounts payable balance.

For the year ended December 31, 2023, no customers accounted for 10% or more of the Company’s revenue, andthree vendors accounted for 60.9%,15.8%, and 12.1% of the Company’s cost of revenue.

As of December 31, 2023, no customer accounted for 10% or more of the Company’s accounts receivable balance, andthree vendors accounted for 28.4%,19.7%, and 10.3% of the Company’s accounts payable balance.

Net Loss Per Share of Common Stock

Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the year. Diluted net loss per share is based upon the diluted weighted-average number of shares outstanding during the year. Diluted net loss per share gives effect to all potentially dilutive common share equivalents, including stock options. restricted stock units, and warrants, to the extent they are dilutive. See Note 16 for additional information.

Segment Information

The chief executive officer (“CEO”) is the Company’s chief operating decision maker (“CODM”). The CODM allocates resources and assesses financial performance based upon discrete financial information at the consolidated level. The Company manages its activities related to developing and maintaining its product on a consolidated basis. There are no segment managers; instead, there are divisional leaders who report to the Company's CODM, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. While the Company derives revenues from international markets, expenses are not allocated to these international markets nor does the CODM review any other financial data for these markets. Accordingly, the Company determined that the Company operates as a single operating and reportable segment.

The CODM assesses performance for the Company’s single operating segment based on net income (loss) that is also reported on the consolidated statement of operations and comprehensive loss as “Net loss and comprehensive loss.” Significant segment expenses that are regularly reviewed by the CODM include: cost of revenue, stock-based compensation; employee compensation (e.g. payroll, benefits, commissions) and contractor expense, excluding stock-based compensation; sales and marketing expense (excluding commissions); professional services expense; and general and administrative expense (all other non-compensation corporate overhead). The measure of segment assets is reported on the consolidated balance sheets as “Total assets”. Substantially all of the Company’s long-lived assets are attributed to operations in the U.S.

Information about the Company's single reportable segment revenue, segment net income, and significant segment expenses are as follows:

(1)Other expense, net includes loss in fair value of warrant liability, loss on extinguishment of debt and other expenses.

Accounting Pronouncements

From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an ASU.

As an “emerging growth company”, the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), allows the Company to delay adoption of new or revised pronouncement applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirement in ASU 2023-07, as well as all existing segment disclosure and reconciliation requirements in ASC 280 on an interim and annual basis. The Company adopted the standard during the year ended December 31, 2024. See “Segment information” in Note 2 to the consolidated financial statements for further detail.

Recently Issued Accounting Pronouncements

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which applies to all equity securities measured at fair value that are subject to contractual sale restrictions. This change prohibits entities from taking into account contractual restrictions on the sale of equity securities when estimating fair value and introduces required disclosures for such transactions. The standard is effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years, with early adoption permitted. The Company will assess any impact from the adoption of this guidance if such transactions occur in the future.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of adopting this new standard.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40). The guidance requires all public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. The standard is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of adopting this new standard.

3. Property and Equipment

Property and equipment, net, consist of the following:

Depreciation expense for property and equipment for the years ended December 31, 2024 and 2023 amounted to $854 and $746, respectively. Depreciation expense is included within “Depreciation and amortization” on the consolidated statements of operations and comprehensive loss.

4. Goodwill and Intangibles

Goodwill and intangible assets, net, consist of the following:

The indefinite-lived intangible asset of $65,844 as of December 31, 2024 and 2023, represents the Grindr tradename.

As of December 31, 2024 and 2023, intangible assets with definite lives consist of the following:

The weighted average estimated remaining life for customer relationships is 0.5 years and 1.5 years as of December 31, 2024 and 2023, respectively.

Intangible assets amortization expense was $12,460 and $22,212 for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, amortization of long-lived intangible assets is estimated to be as follows:

5. Capitalized Software Development Costs

Capitalized software development costs consist of the following:

Amortization expense for capitalized software development for the years ended December 31, 2024 and 2023 amounted to $3,591 and $2,547, respectively. Amortization expense is included within “Depreciation and amortization” on the consolidated statements of operations and comprehensive loss.

The Company didnot write-off any capitalized software development costs for the year ended December 31, 2024. The Company wrote-off capitalized software development costs of $1,310 for the year ended December 31, 2023. The write off charge is included within “Depreciation and amortization” on the consolidated statements of operations and comprehensive loss.

6. Other Current Assets

Other current assets consist of the following:

7. Promissory Note from a Member

On April 27, 2021, Catapult GP II LLC (“Catapult GP II”), a related party wherein certain members of Catapult GP II are executives of Legacy Grindr, purchased 5,387,194 common units of Legacy Grindr, which is converted using the exchange ratio to 7,385,233 common shares of the Company upon the consummation of the Business Combination. In conjunction with the common units of Legacy Grindr purchased, Legacy Grindr entered into a full recourse promissory note with Catapult GP II with a face value of $30,000 (the “Note”). The Note, including all unpaid interest, was required to be repaid the earlier of (1) thetenth anniversary of the Note, (2) upon the completion of a liquidity event, or (3) upon completion of an initial public offering or a special-purpose acquisition company transaction. The Note bore interest at 10% per annum on a straight-line basis.

The Note, including interest, was fully paid in the first quarter of 2023. The Note and the related accrued interest are reflected as a reduction to equity in the consolidated statements of stockholders’ deficit.

8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

9. Debt

Total debt for the Company is comprised of the following:

2023 Credit Agreement

On November 28, 2023, a wholly owned subsidiary of the Company, Grindr Capital LLC (“Grindr Capital”), as borrower, entered into a credit agreement with the Company and certain other wholly owned subsidiaries of the Company, as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (the “2023 Credit Agreement”). The 2023 Credit Agreement provides for (i) a $300,000 senior secured term loan facility (“Senior Term Loan Facility”) and (ii) $50,000 senior secured revolving credit facility (“Senior Revolving Facility”, and together with the Senior Term Loan Facility, the “2023 Credit Facilities”) (with a $15,000 letter of credit sublimit and a $10,000 swingline loan sublimit). Grindr Capital has the option to request that lenders increase the amount available under the Senior Revolving Facility by, or obtain incremental term loans of, up to $100,000, subject to the terms of the 2023 Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments.

On November 28, 2023, Grindr Capital borrowed the full amount of the Senior Term Loan Facility and $44,400 under the Senior Revolving Facility. Proceeds from the initial drawings under the 2023 Credit Facilities and cash on hand were used to repay in full outstanding obligations under the Company's previous credit agreement and to pay fees, premiums, costs, and expenses, including fees payable in connection with the 2023 Credit Agreement. Unused commitments under the 2023 Credit Agreement as of December 31, 2024 and December 31, 2023, amounted to $38,400 and $5,600, respectively. For the years ended December 31, 2024 and 2023, there wereno swingline loans or letters of credit outstanding under the 2023 Credit Agreement.

Borrowings under the 2023 Credit Agreement (other than swingline loans) bear interest at a rate equal to either, at Grindr Capital’s option, (i) the highest of the Prime Rate (as defined in the 2023 Credit Agreement), the Federal Funds Rate (as defined in the 2023 Credit Agreement) plus 0.50%, or one-month Term SOFR (as defined in the 2023 Credit Agreement) plus 1.00% (the “Alternate Base Rate”); or (ii) Term SOFR; in each case plus an applicable margin ranging from 2.75% to 3.25% with respect to Term SOFR borrowings and 1.75% to 2.25% with respect to Alternate Base Rate borrowings. The interest rate in effect for 2023 Credit Agreement, other than swingline loans, as of December 31, 2024, and December 31, 2023, is 7.2% and 8.5%, respectively.

Swingline loans under the 2023 Credit Agreement bear interest at the Alternate Base Rate plus the applicable margin. The applicable margin will be based upon the total net leverage ratio (as defined in the 2023 Credit Agreement) of the Company.

Grindr Capital will also be required to pay a commitment fee for the unused portion of the Senior Revolving Facility, which will range from 0.375% to 0.50% per annum, depending on the total net leverage ratio of the Company. For the years ended December 31, 2024 and 2023, the Company incurred an immaterial commitment fee.

The Senior Term Loan Facility will amortize on a quarterly basis at 1.25% of the aggregate principal amount outstanding as of the initial closing date of the 2023 Credit Agreement, until the final maturity date on November 28, 2028. Any borrowing under the Senior Revolving Facility may be repaid, in whole or in part, at any time and from time to time, subject to prior notice and accompanied by accrued interest and break funding payments, and any amounts repaid may be reborrowed, in each case, until the maturity date on November 28, 2028.

Mandatory prepayments are required under the Senior Revolving Facility when borrowings and letter of credit usage exceed the aggregate revolving commitments of all lenders. Mandatory prepayments are also required in connection with (i) certain asset dispositions and casualty events, in each case, to the extent the proceeds of such dispositions or casualty events exceed certain individual and aggregate thresholds and are not reinvested and (ii) unpermitted debt transactions. For the years ended December 31, 2024 and 2023, the Company was not required to make any mandatory prepayments.

The 2023 Credit Agreement contains certain customary events of default and if an event of default has occurred and continues beyond any applicable cure period, all outstanding obligations under the 2023 Credit Agreement may be accelerated or the commitments may be terminated, amongst other remedies. Additionally, the lenders are not obligated to fund any new borrowing under the 2023 Credit Agreement while an event of default is continuing.

For the year ended December 31, 2024, the Company didnot incur any debt issuance costs. For the year ended December 31, 2023, the Company incurred $3,866 in debt issuance costs in conjunction with the Senior Term Loan Facility and was recorded as a reduction to the related debt included in "Long-term debt, net" on the consolidated balance sheets. For the year ended December 31, 2023, the Company incurred debt issuance costs of $644 related to the Senior Revolving Facility which was recorded in "Other assets" on the consolidated balance sheets. The amortization of such debt issuance costs is included in “Interest expense, net” on the consolidated statements of operations and comprehensive loss.

Covenants

The 2023 Credit Agreement includes financial covenants, including the requirement for (i) the Company to maintain a total net leverage ratio no greater than a specified level, currently 4.00:1.00 prior to and through December 31, 2024, no greater than 3.50:1.00 prior to and through December 31, 2025 and no greater than 3.00:1.00 thereafter and (ii) the Company to maintain a fixed charge coverage ratio no less than 1.15:1.00 from March 31, 2024 and thereafter.

The 2023 Credit Agreement also contains certain customary restrictive covenants regarding indebtedness, liens, fundamental changes, investments, restricted payments, disposition of assets, transactions with affiliates, hedging transactions, certain prepayments of indebtedness, amendments to organizational documents and sale and leaseback transactions.

As of December 31, 2024 and 2023, the Company was in compliance with the financial covenants under the 2023 Credit Agreement.

Fair value

The fair values of the Company’s 2023 Credit Agreement balances were measured based on prices quoted from a third-party financial institution, which the Company classifies as a Level 2 input within the fair value hierarchy. The estimated fair value of the 2023 Credit Agreement balances as of December 31, 2024 and 2023 is $292,132 and $342,678, respectively.

Future maturities of the 2023 Credit Agreement were as follows:

2020 Credit Agreement

On November 28, 2023, the Company terminated its prior credit agreement including the release of all guarantees and liens related thereto in connection with entering into such credit agreement and repaying in full all outstanding obligations of the prior credit agreement. This transaction was accounted for as an extinguishment of debt. As a result, the Company recorded a loss on extinguishment of debt of $11,582, which includes unamortized debt issuance cost of $5,111 and an early termination fee of $6,471.

10. Leases

Operating Leases

Company as a lessee

The Company enters into operating leases in the normal course of business, primarily for office space. As of December 31, 2024, the Company hasthree operating leases with remaining lease terms of less thanone year tofour years.

In conjunction with one of the operating leases, the Company secured a letter of credit for $1,392, which is recorded as“Restricted cash” on the consolidated balance sheets. As of December 31, 2024 and 2023, the balance of this letter of credit was $605 and $1,392, respectively.

Components of lease cost included in “Selling, general and administrative expenses” on the consolidated statements of operations and comprehensive loss are as follows:

Supplemental cash flow information related to leases is as follows:

Supplemental balance sheet information related to leases is as follows:

The Company’s lease does not provide a readily determinable implicit discount rate. The Company estimates its incremental borrowing rate as the discount rate based on the information available at lease commencement. Future maturities on lease liabilities are as follows:

There were no leases with residual value guarantees or executed leases that had not yet commenced as of December 31, 2024.

Company as a lessor

The Company is a sublessor onone operating lease that expires in April 2026.

Future non-cancelable rent payments from the Company's sublease tenant are as follows:

11. Warrant Liabilities

In connection with Tiga’s initial public offering, Tiga issued (i)18,560,000 private placement warrants (“Private Warrants”) to its sponsor, Tiga Sponsor LLC (the “Sponsor”) and (ii) sold 13,800,000 public warrants. On November 18, 2022, in connection with the reverse recapitalization treatment of the Business Combination, the Company effectively issued 37,360,000 warrants to purchase shares of Grindr’s common stock, which included 13,800,000 public warrants,18,560,000 Private Warrants,2,500,000 Forward Purchase Warrants, and 2,500,000 Backstop Warrants. The Forward Purchase Warrants and the Backstop Warrants have the same terms and are in the same form as the public warrants (as such, will collectively be known as the “Public Warrants” and, together with the Private Warrants, the “Warrants”). The Warrants were governed by that certain Warrant Agreement, dated November 23, 2020, as amended by that certain First Amendment to Warrant Agreement, dated November 17, 2022 (the “Warrant Agreement”).

The Public Warrants, which entitle the registered holder to purchaseone share of the Company's common stock, have an exercise price of $11.50, became exercisable 30 days after the completion of the Business Combination and are set to expire five years from the completion of the Business Combination, or earlier upon redemption. On January 23, 2025, the Company gave notice that the Company would redeem all of the outstanding Warrants, see Note 20 for additional information.

Redemptions of warrants when the price per share equals or exceeds $18.00

At any time while the warrants are exercisable, the Company may redeem not less than all of the outstanding warrants (except as described with respect to the Private Warrants, below):

•in whole and not in part;

•at a price of $0.01 per warrant;

•upon a minimum of 30 days prior written notice of redemption to each warrant holder; and

•if, and only if, the closing price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Redemptions of warrants when the price per share equals or exceeds $10.00

At any time while the warrants are exercisable, the Company may redeem not less than all of the outstanding warrants (except as described with respect to the Private Warrants, below):

•in whole and not in part;

•at a price of $0.10 per warrant;

•upon a minimum of 30 days prior written notice of redemption provided holders will be able to exercise their warrants on a “cashless basis” prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of the Company’s common stock; and

•if, and only if, the closing price of the Company’s common stock equals or exceeds $10.00 per share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants and Private Warrants for redemption, the Public Warrants and Private Warrants may be exercised for cash or, as described above, the Warrant holder may elect to exercise on a cashless basis if the price per share equals or exceeds $10.00, as described in the Warrant Agreement. In addition, at any time after notice of redemption has been given by the Company, holders of Private Warrants may exercise such Private Warrants on a cashless basis so long as such Private Warrants are held by the Sponsor or a permitted transferee. The exercise price and number of shares of the Company’s common stock issuable upon exercise of the Public Warrants are to be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

Each Private Warrant entitles the registered holder to purchaseone share of the Company’s common stock. The Private Warrants also have an exercise price of $11.50 and became exercisable 30 days after the completion of the Business Combination. The Private Warrants are set to expire five years from the completion of the Business Combination, or earlier upon redemption.

The Private Warrants are identical to the Public Warrants underlying the shares sold in Tiga’s initial public offering, except that they are subject to certain transfer and sale restrictions and are not optionally redeemable when the Company's common stock price is above $18.00 so long as they are held by the Sponsor or a permitted transferee. Additionally, the Private Warrants are exercisable on a cashless basis. If the Private Warrants are held by someone other than the Sponsor or a permitted transferee, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

As of December 31, 2024 and 2023, the Public Warrant and Private Warrants were remeasured to fair value of $252,178 and $67,622, respectively. The change in fair value for the years ended December 31, 2024 and 2023 was loss of $184,557 and $49,689, respectively, recognized in the consolidated statements of operations and comprehensive loss.

12. Stockholders’ Deficit

Preferred stock and common stock

On November 18, 2022, upon the consummation of the Business Combination, the Company's shareholders adopted the new certificate of incorporation. The new certificate of incorporation set forth the rights, privileges, and preference of the Company's preferred stock and common stock. The Company's Board of Directors is authorized to provide for the issuance of all or any number of the shares of preferred stock, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions.

The holders of the Company's common stock are entitled toone vote on each matter submitted to the stockholders of the Company for their vote.

Treasury stock

Treasury stock includes repurchases of Company stock related to employees’ tax withholding upon vesting of restricted stock units. For the years ended December 31, 2024 and 2023, the Company repurchased 1,016,496 and 357,240 shares respectively.

13. Employee Benefit Plan

The Company maintains a qualified 401(k) retirement plan (the “401k Plan”). All employees are eligible to participate in the 401k Plan beginning on the first day of the month following their date of hire. The 401k Plan permits eligible employees to make contributions. The Company made $1,484 and $1,469 of 401(k) matching contributions for the years ended December 31, 2024 and 2023, respectively.

14. Stock-based Compensation

2022 Plan

On November 15, 2022, the stockholders of the Company approved the adoption of the 2022 Equity Incentive Plan, which permits the grant of incentive awards, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other awards. There were 13,764,400 shares of common stock authorized under the 2022 Equity Incentive Plan. On July 19, 2024, the Company stockholders approved the amendment and restatement of the 2022 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 2,860,300 shares from 13,764,400 shares to 16,624,700 shares. The Amended and Restated 2022 Equity Incentive Plan became effective immediately upon stockholder approval at the Company's 2024 annual meeting of stockholders held on July 19, 2024 (collectively, the “2022 Plan”). As of December 31, 2024, there were 8,520,012 shares of common stock available for grant under the 2022 Plan.

Executive and Key Employees Awards

From time to time, the Company awards incentive awards to executives in the form of restricted stock units (“RSUs”).

Time-Based Awards

Generally, RSUs will vest 20% on each anniversary of the vesting commencement date, subject to continued service with the Company, or pursuant to another vesting schedule as approved by the Board, or committee of the Board, and set forth in the award agreement.

In connection with the grant of the CEO time-based awards, a downside protection provision (“Downside Protection”) is to be granted to the CEO. The Downside Protection may be settled in cash or shares at the sole discretion by the Company’s Board of Directors. As of December 31, 2024 and December 31, 2023, the Downside Protection has not been granted for accounting purposes in accordance with ASC 718.

Market Condition Awards

Liability-classified Awards

The Market Condition Awards are issued upon the achievement (at varying levels) of certain market capitalization thresholds. The Company has an obligation to issue a variable number of shares based on a fixed dollar value divided by the volume weighted-average price per share of the Company’s common stock for a 90-day period preceding each market capitalization achievement date. These awards are liability-classified and require fair value remeasurement at the end of each reporting period. As of December 31, 2024 and 2023, the aggregate fair value of the market condition awards is $27,210 and $14,078, respectively, of which $10,878 and $1,960, respectively is recorded in “Other non-current liabilities” in the consolidated balance sheets.

During the fourth quarter of 2024, certain market capitalization thresholds were achieved. Awards of fully-vested RSUs representing a total of 314,101 shares were issued in the fourth quarter of 2024 with a total fair value of $4,203, with the amount reclassified to “Additional paid-in capital” in the consolidated balance sheets.

During the year ended December 31, 2024, no liability-classified executive market condition awards were modified. During the year ended December 31, 2023, a liability-classified executive market condition award was modified to lower the market capitalization thresholds and to increase the dollar value allocated to each target. This award was remeasured to its fair value at the end of each financial reporting period.

The Company used the Monte Carlo simulation model to value the liability-classified award. The key inputs into the Monte Carlo simulation as of December 31, 2024 and 2023 were as follows:

(1)Expected volatility is based on a blend of historical volatility observed for a publicly traded peer group and the Company’s specific volatility over a period equivalent to the expected term of the awards.

(2)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.

(3)The Company did not historically pay any cash dividends on its common stock.

Equity-classified Award

For the year ended December 31, 2024, the Company granted a Market Condition Award of 200,000 RSUs that vests in its entirety upon the achievement of a certain market capitalization threshold. This award is equity-classified. The grant date fair value of this award was $2,554. The Company recognizes the stock-based compensation of this equity-classified Market Condition Award over the derived service period.

KPI Awards

KPI Awards will be issued upon the satisfaction of certain KPIs determined by the Company’s Board of Directors and provision of service to the issue date. The Company has an obligation to issue a variable number of shares based on a fixed dollar value divided by the volume weighted-average price per share of the Company’s common stock for a 90-day period preceding the issue date. The issue date shall occur no later than 120 days after the end of the applicable year. These awards are liability-classified and require fair value remeasurement at the end of each reporting period. The measurement of the KPI awards’ fair value is based on the fixed dollar amount that is probable of being paid.

During the fourth quarter of 2023, the KPIs and measurement framework related to 2023 KPI awards were approved and granted by the Company's Compensation Committee as it relates to the year ending December 31, 2023. As of December 31, 2023, such KPIs were achieved. Awards of fully-vested RSUs representing a total of 247,898 shares were issued in the first quarter of 2024 with a total fair value of $2,350. During the years ended December 31, 2024 and 2023, stock-based compensation expense of $2,062 and $288 related to the service provided through December 31, 2023 and issuance date, respectively, was recorded in “Selling, general and administrative expense” on the consolidated statements of operations and comprehensive loss. As of December 31, 2023, $288 was accrued in “Accrued expenses and other current liabilities” in the consolidated balance sheets.

During the first quarter of 2024, the KPIs and measurement framework related to 2024 KPI awards were approved and granted by the Company’s Compensation Committee as it relates to the year ending December 31, 2024. As of December 31, 2024, such KPIs were achieved. For the year ended December 31, 2024, stock-based compensation expense of $3,084 related to the service provided through December 31, 2024 was recorded in “Selling, general and administrative expense” on the consolidated statements of operations and comprehensive loss. As of December 31, 2024, $3,084 was accrued in “Accrued expenses and other current liabilities” in the consolidated balance sheets.

Non-Employee Director and Employee Awards

The Company granted timed-based RSUs to certain non-employee directors and employees (“Employee RSUs”). The Employee RSUs generally vest 25% on the first anniversary of the vesting commencement date and intwelve quarterly installments thereafter,50% on the first anniversary of the vesting commencement date and infour quarterly installments thereafter, or pursuant to another vesting schedule as approved by the Board, or a committee of the Board, and set forth in the Employee RSUs agreement. Non-employee directors receive annual grants that vest generally 25% quarterly after the vesting commencement date.

A summary of the unvested time-based RSU activity during the years ended December 31, 2024 and 2023 are as follows:

The total fair value of shares vested during the years ended December 31, 2024 and 2023 was $20,344 and $6,687, respectively.

A summary of unrecognized stock-based compensation expenses in the 2022 Plan as of December 31, 2024 is as follows:

2020 Plan

In August 13, 2020, the Board of Managers of Legacy Grindr, approved the adoption of the 2020 Equity Incentive Plan (the “2020 Plan”), which permits the grant of incentive and unit options, restricted units, stock appreciation rights and phantom units of Legacy Grindr.

There were 6,522,685 shares of common stock authorized in the 2020 Plan. There were no changes to the authorized number of shares for the years ended December 31, 2024 and 2023. There were no shares of common stock available for grant under the 2020 Plan upon the consummation of the Business Combination.

Stock options

Employees, consultants, and nonemployee directors who provide substantial services to Legacy Grindr were eligible to be granted unit option awards under the 2020 Plan.

In connection with the Business Combination, each Legacy Grindr unit option that was outstanding immediate prior to the consummation of the Business Combination, whether vested or unvested, was converted into a stock option to acquire a number of shares of the Company’s common stock equal to the product of (i) the number of unit of Legacy Grindr common unit subject to such Legacy Grindr unit option immediately prior to the consummation of the Business Combination and (ii) the exchange ratio, at an exercise price per share equal to (A) the exercise price per share of such Legacy Grindr unit option immediately prior to the consummation of the Business Combination, divided by (B) the exchange ratio (the “Exchanged Option”). Following the Business Combination, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Legacy Grindr unit option immediately prior to the consummation of the Business Combination. Unvested Legacy Grindr unit options did not accelerate nor vest on the consummation of the Business Combination.

Generally, stock options vest 25% on the first anniversary of the vesting commencement date and then quarterly thereafter for 12 quarters, or pursuant to another vesting schedule as approved by the Board and set forth in the option agreement. Stock options have a maximum term ofseven years from the date of grant.

The following table summarizes the stock option activity for the years ended December 31, 2024 and 2023:

The intrinsic value of options exercised during the years ended December 31, 2024 and 2023 was $8,351 and $2,081, respectively. This intrinsic value represents the difference between the fair value of the Company’s common stock on the date of exercise and the exercise price of each option. Unrecognized compensation expense relating to options in the 2020 Plan was $763 as of December 31, 2024, which is expected to be recognized over a weighted-average period of 0.8 years.

Stock-based compensation information

The following table summarizes stock-based compensation expense for the years ended December 31, 2024 and 2023, respectively:

Stock-based compensation expense that was capitalized as an asset was $281 and $202 for the years ended December 31, 2024 and 2023, respectively, the amounts were capitalized in “Capitalized software development costs, net” in the consolidated balance sheets.

15. Income Tax

Net loss before income tax includes the following components:

Income tax provision consisted of the following:

The tax effects of temporary differences that give rise to portions of deferred tax assets and deferred tax liabilities are as follows:

As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of December 31, 2024, management determined that there is sufficient positive evidence to conclude that it is more likely than not that all deferred taxes of $18,477 are realizable. Accordingly, the valuation allowance was decreased tozero as of December 31, 2024, compared to $4,610 as of December 31, 2023.

Tax credit carryforwards are as follows:

The reconciliation between the Company’s effective tax rate and thestatutory tax rate is as follows:

The following table summarizes the activity related to the gross unrecognized tax benefits as of December 31, 2024 and 2023:

All of the Company’s unrecognized tax benefits, if recognized, would change the effective rate. The Company does not expect any material changes to the unrecognized tax benefits over the next 12 months. The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits, and uncertain income tax positions must meet a more likely than not recognition threshold to be recognized. The Company recognizes interest and penalties related to unrecognized tax benefits in “Income tax provision” in the consolidated statements of operations and comprehensive loss. Interest and penalties are not material for each of the periods presented.

The Company believes it is more likely than not that all significant tax positions taken to date would be sustained by the relevant taxing authorities. As of December 31, 2024 and 2023, there were no active taxing authority examinations in any of the Company's major tax jurisdictions. The Company remains subject to examination for federal and state income tax purposes for the tax years ended 2020 through 2024.

16. Net Loss Per Share

The following table sets forth the computation of basic and diluted loss per share:

The following table presents the potential shares that are excluded from the computation of diluted net loss and comprehensive loss for the periods presented because including them would have had an anti-dilutive effect:

Shares issuable for the Market Condition Awards that have not yet achieved their market condition criterion are not included in the table above. Such shares are also not included in the Company's calculation of basic or diluted net loss per share. For the year ended December 31, 2024, shares issuable for the 2024 KPI Awards are included in the table above, as the performance condition criterion was achieved as of December 31, 2024. For the year ended December 31, 2023, shares issuable for the 2023 KPI Awards are included in the table above, as the performance condition criterion was achieved as of December 31, 2023. The KPI Awards are not issued pending Compensation Committee approval no later than 120 days after the end of the applicable year. The number of shares above for the KPI Awards are based on the 90-day volume weighted-average price as of the end of the applicable year.

17. Fair Value Measurements

The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis:

Money market funds and U.S. treasury bills

The money market funds and U.S. treasury bills are classified within Level 1 as these securities are traded on an active public market.

Common stock warrant liabilities

The Warrants were accounted for as a liability in accordance with ASC 815-40, Derivatives and Hedging. The warrant liability was measured at fair value upon assumption and on a recurring basis, with changes in fair value presented in the consolidated statements of operations and comprehensive loss.

The Company used Level 1 inputs for valuing the Public Warrants and Level 2 inputs for valuing the Private Warrants. The Private Warrants are substantially similar to the Public Warrants, but not directly traded or quoted on an active market. See Note 11 and Note 20 for additional information on the Company’s Warrants.

The following table presents the changes in the fair value of the warrant liability:

18. Related Parties

Prior to the consummation of the Business Combination, the Company paid advisor fees and out-of-pocket expenses to two individuals who held ownership interest in Legacy Grindr and are stockholders of the Company. Thetwo individuals were appointed to the Board upon the consummation of the Business Combination, and the advisory agreement was terminated upon their appointment to the Board concurrent with the consummation of the Business Combination. For the year ended December 31, 2023, the Company paid outstanding advisor fees amounting to $350, and $97 was forgiven.

See Note 7 for information regarding related party transactions with Catapult GP II.

19. Commitments and Contingencies

Purchase Commitments

On January 12, 2023, the Company entered into a purchase commitment for the use of cloud services, with a commitment to spend $8,500 annually between January 2023 and December 2026. Total purchases under the purchase commitment were $11,624 and $9,979 for the years ended December 31, 2024 and 2023, respectively.

Litigation

From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. As of December 31, 2024 and 2023, amounts accrued for contingent losses were not material to its financial position.

Norway Matter

In January 2021, the Norwegian Data Protection Authority (“NDPA”) sent Grindr LLC, a wholly owned subsidiary of the Company, an “Advance notification of an administrative fine” of 100,000 NOK (the equivalent of approximately $8,794 using the exchange rate as of December 31, 2024) for an alleged infringement of the General Data Protection Regulation (“GDPR”). The NDPA alleged that Grindr LLC disclosed (i) personal data to third-party advertisers without a legal basis in violation of Article 6(1) GDPR and (ii) special category personal data to third-party advertisers without a valid exemption from the prohibition in Article 9(1) GDPR. Grindr LLC contested the draft findings and fine.

In December 2021, the NDPA issued a reduced administrative fine against Grindr LLC in the amount of 65,000 NOK (the equivalent of approximately $5,716 using the exchange rate as of December 31, 2024). Grindr LLC filed an appeal with the NDPA. On November 24, 2022, Grindr Group and Kunlun Grindr Holdings Limited (“Kunlun”) entered into an escrow agreement providing for Grindr Group's access to $6,500 of funds for the total amount payable, if any, by Grindr LLC following Grindr LLC's appeal of the NDPA's decision to the NDPA and, as applicable to the Norwegian Privacy Appeals Board (the “NPAB”).

On December 7, 2022, the NDPA upheld the reduced administrative fine against Grindr LLC and the appeal was sent to the NPAB for further consideration. On September 29, 2023, the NPAB issued its decision to uphold the NDPA's decision and fine of 65,000 NOK. On October 10, 2023, Grindr Group received $5,929 from the escrow account with Kunlun, (the equivalent of approximately 65,000 NOK using the exchange rate as of October 3, 2023). On October 27, 2023, Grindr LLC filed suit in Oslo District Court to overturn the NPAB's decision, including to eliminate the fine. On July 1, 2024, the Oslo District Court upheld the prior decision and ordered Grindr to pay the government attorneys fees of approximately $50. Grindr filed its appeal of the Oslo District Court's decision with the Norwegian Appeals Court on September 13, 2024 and an appeal hearing is scheduled for August 2025.

Israeli Class Action

In December 2020, Grindr LLC was named in a statement of claim and petition for certification of a class action in Israel (Israeli Central District Court). The statement of claims generally alleges that Grindr LLC violated users’ privacy by sharing information with third parties without their explicit consent. The petitioner asserts several causes of action under Israeli law, including privacy breaches, unlawful enrichment, and negligence, as well as causes of action under California law, including privacy violations under the California Constitution and California common law, negligence, violation of the Unfair Competition Law, and unjust enrichment. The statement of claims seeks various forms of monetary, declaratory, and injunctive relief, in addition to certification as a class action. On December 22, 2022, Grindr LLC filed its opposition to class certification. Following a case management conference on October 7, 2024, the court directed the plaintiff to file its reply to Grindr's opposition by November 11, 2024. The parties have reached a settlement in principle subject to formal documentation and court approval.

UK Group Action

Grindr LLC was notified that a UK law firm, asserting to represent a significant number of Grindr users from a period between 2018 and 2020, is alleging unlawful processing of their personal data and misuse of their private information in an alleged breach of UK data protection laws and UK GDPR. On April 22, 2024, the UK law firm issued proceedings in the English Court, which have not yet been made public or served. At this time, it is too early to determine the likely outcome of this matter.

20. Subsequent Events

Except as described below, or as otherwise indicated in the footnotes, the Company has concluded that no events or transactions have occurred that require disclosure.

Warrant Redemption

In January 2025, the Company provided notice to the registered holders of its outstanding Warrants that the Company will redeem the Warrants at a redemption price of $0.10 per Warrant at 5:00 p.m. New York City time on February 24, 2025 (the “Redemption Date”). In connection with the redemption, Warrant holders were entitled to exercise their Warrants until 5:00 p.m., New York City time on the Redemption Date, either (i) for cash, at an exercise price of $11.50 per share of common stock; or (ii) on a “cashless basis” in which case, the holder would receive 0.361 shares of common stock per Warrant, which number was determined in accordance with the terms of the Warrant Agreement and based on the Redemption Date and the volume-weighted average price of the common stock for theten trading days immediately following the date on which the notice of redemption was sent to registered holders of outstanding Warrants.

Subsequent to the Company's announcement that it would redeem all of the outstanding Warrants, and prior to the conclusion of the redemption notice period at 5:00 p.m. New York City time on the Redemption Date, an aggregate of: (i)9,469,634 Warrants were exercised on a cashless basis in exchange for the issuance of 3,418,518 shares of common stock; and (ii)27,315,105 Warrants were exercised for an aggregate of 27,315,105 shares of common stock at an exercise price of $11.50 per share, for aggregate cash proceeds to the Company of $314,124. At the conclusion of the redemption notice period on the Redemption Date, the remaining 575,086 Warrants issued and outstanding were redeemed at a price of $0.10 per Warrant for aggregate cash payment from the Company of $58. The Public Warrants were delisted from the New York Stock Exchange (“NYSE”) pursuant to a Form 25 filed on February 24, 2025 by the NYSE.

Leases

In January 2025, the Company signed a lease and took possession of an office space in New York. The lease has an initial term of 12 months, which the Company has the option to extend for an additionalone-year period. The Company exercised the option to extend in January 2025. The initial base rent is $27 per month ($329 annually) and the base rent will escalate by 5% per annum.

In February, 2025, the Company signed a lease in Palo Alto. The lease has an initial term of 24 months. The initial base rent is $47 per month and the base rent will escalate by 3% per annum.

Market Condition Awards

In February 2025, the Company granted RSUs to certain executives upon the achievement of a certain market capitalization threshold. Upon achievement of that market capitalization threshold, the Company granted an aggregate of 228,785 fully vested RSUs to the executives with a total fair value of $4,173.

Stock Repurchase Program

In March 2025, our Board of Directors authorized a stock repurchase program to allow for the repurchase of up to $500,000 of shares of the Company’s common stock for the period from March 7, 2025 to March 6, 2027. The stock repurchase program does not obligate the Company to repurchase a minimum amount of shares. Under the program, shares of the Company's common stock may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The amount and timing of any repurchases will depend on a number of factors including the price and availability of the Company's common stock, trading volume and general market conditions.