As filed with the U.S. Securities and Exchange Commission on December 13, 2022.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GRINDR INC.
(Exact name of registrant as
specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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7370
(Primary Standard Industrial
Classification Code Number)
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92-1079067
(I.R.S. Employer
Identification No.)
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750 N. San Vicente Blvd., Suite RE 1400
West Hollywood, CA 90069
(310) 776-6680
George Arison
Chief Executive Officer
750 N. San Vicente Blvd., Suite RE 1400
West Hollywood, CA 90069
(310) 776-6680
Copies to:
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William Shafton
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David Peinsipp
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VP, Business & Legal Affairs and Secretary
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Jamie Leigh
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Grindr Inc.
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Kristin VanderPas
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750 N. San Vicente Blvd., Suite RE 1400
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Garth Osterman
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West Hollywood, CA 90069
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Cooley LLP
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(310) 776-6680
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3 Embarcadero Center, 20th Floor
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San Francisco, CA 94111
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(415) 693-2000
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Approximate date of commencement of proposed sale
to the public:
From time to time on or after this registration statement is declared
effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling security holders may sell these
securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted.
Subject to Completion, Dated December 13, 2022
PRELIMINARY PROSPECTUS
Up to 37,360,000 Shares of Common Stock Issuable Upon Exercise of Warrants
Up to 174,514,804 Shares of Common Stock
and
Up to 23,560,000 Warrants to Purchase Common Stock
This prospectus relates to the issuance by us of an aggregate of
up to 37,360,000 shares of our common stock, $0.0001 par value per share (the “Common Stock”), issuable upon the exercise of warrants, which consists of (i) up to 18,560,000 shares of Common Stock that
are issuable upon the exercise of 18,560,000 warrants (the “Private Placement Warrants”) originally issued in private placements to Tiga Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the initial stockholder of Tiga Acquisition Corp. (“Tiga”), (ii) up to 13,800,000 shares of Common Stock that are issuable upon the exercise of 13,800,000
warrants (the “Public Warrants”) originally issued in the initial public offering of Tiga, and (iii) up to 5,000,000 shares of Common Stock that are issuable upon the exercise of 5,000,000 warrants
originally issued to certain equityholders of Legacy Grindr (as defined herein) (the “Legacy Grindr Warrants”). We will receive the proceeds from any exercise of any Warrants for cash.
This prospectus also relates to the offer and sale, from time to
time, by the selling securityholders named in this prospectus or their permitted transferees (the “selling securityholders”) of (i) up to 174,514,804 shares of Common Stock consisting of (a) up to
6,900,000 shares of Common Stock held by the founders and independent directors of Tiga and certain of its affiliates (the “Founder Shares”), (b) up to 18,560,000 shares of Common Stock issuable upon
exercise of the Private Placement Warrants, (c) up to 143,118,851 shares of Common Stock issued to certain equityholders of Legacy Grindr, (d) up to 5,000,000 shares of Common Stock that are issuable upon the exercise of the Legacy Grindr
Warrants, and (e) up to 935,953 shares of Common Stock acquirable upon the exercise of certain options and (ii) up to 23,560,000 Warrants consisting of (a) up to 18,560,000 Private Placement Warrants and (b) up to 5,000,000 Legacy Grindr
Warrants. We will not receive any proceeds from the sale of shares of Common Stock or Warrants by the selling securityholders pursuant to this prospectus.
Certain of the selling securityholders acquired securities at
prices that are significantly less than the current trading price of our Common Stock. The founders of Tiga paid approximately $0.0036 per share for each share of Common Stock and $1.00 per private placement warrant for each private placement
warrant being offered pursuant to this prospectus.
The Common Stock being offered for resale pursuant to this
prospectus by the selling securityholders would represent approximately 82.8% of our outstanding Common Stock as of December 9, 2022 (after giving effect to the issuance of the shares issuable upon exercise of the Warrants held by the selling
securityholders and the acquisition of shares acquirable upon the exercise of certain options). Given the substantial number of shares of Common Stock being registered for potential resale by selling securityholders pursuant to this prospectus,
the sale of shares by the selling securityholders, or the perception in the market that the selling securityholders of a large number of shares intend to sell shares, could increase the volatility of the market price of our Common Stock or
result in a significant decline in the public trading price of our Common Stock. Even if our trading price is significantly below $10.00, the offering price for the units offered in the initial public offering of Tiga, the purchasers of which
exchanged their Tiga shares for our Common Stock in the business combination described in this prospectus, the selling securityholders may still have an incentive to sell our shares of our Common Stock because they purchased the shares at
prices that are significantly lower than the purchase prices paid by our public investors or the current trading price of our Common Stock. While certain of the selling securityholders may experience a positive rate of return on their
investment in our Common Stock as a result, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in their purchase prices and the trading price. For example, based on the
closing price of our Common Stock of $6.12 as of December 9, 2022, the founders would experience a potential profit of up to approximately $6.116 per share that they purchased prior to the initial public offering of Tiga, or up to approximately
$41.8 million in the aggregate (not giving effect to the issuance of Common Stock issuable upon exercise of the Warrants held by them).
The selling securityholders may offer, sell or distribute all or
a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of Common Stock or Warrants,
except with respect to amounts received by us upon exercise of the Warrants. The exercise price of our outstanding Warrants is $11.50 per share, which exceeds the trading price of our Common Stock as of the date of this prospectus. We will bear
all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The selling securityholders will bear all commissions and discounts, if any,
attributable to their sale of shares of Common Stock or Warrants. See the section titled “Plan of Distribution.”
The Common Stock and Public Warrants are listed on the New York
Stock Exchange (the “NYSE”) under the ticker symbols “GRND” and “GRND.WS,” respectively. On December 9, 2022, the last reported sales price of our Common Stock was $6.12 per share and the last reported
sales price of our Warrants were $0.64 per warrant.
We are an “emerging growth company” as defined under U.S. federal
securities laws and, as such, have elected to comply with reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company. We are incorporated in Delaware.
Investing in our securities involves a high
degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 6 of this prospectus, and under similar
headings in any amendments or supplements to this prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated , 2022
TABLE OF CONTENTS
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You should rely only on the information contained in this
prospectus, any supplement to this prospectus or in any free writing prospectus, filed with the Securities and Exchange Commission (the “SEC”). Neither we, nor the selling securityholders have authorized
anyone to provide you with additional information or information different from that contained in this prospectus filed with the SEC. We take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you. The selling securityholders are offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as
of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.
For investors outside of the United States: Neither we, nor the
selling securityholders, have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the
United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside the United States.
To the extent there is a conflict between the information
contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the SEC before the date of this prospectus, on the other hand, you should rely on the information in this
prospectus. If any statement in a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the statement in the document having the later date modifies or supersedes
the earlier statement.
i
This prospectus is part of a registration statement on Form S-1
that we filed with the SEC using the “shelf” registration process. Under this shelf registration process, the selling securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive
any proceeds from the sale by such selling securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of Common Stock issuable upon the exercise of any
Warrants. We will not receive any proceeds from the sale of shares of Common Stock underlying the Warrants pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the Warrants for cash.
Neither we nor the selling securityholders have authorized anyone
to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have
referred you. Neither we nor the selling securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the selling securityholders will make an
offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
We may also provide a prospectus supplement or post-effective
amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the
registration statement together with the additional information to which we refer you in the sections of this prospectus titled “Where You Can Find More Information.”
Between November 17, 2022 and November 18, 2022, Legacy Grindr,
Tiga, Merger Sub I and Merger Sub II consummated the transactions contemplated by the Merger Agreement (as such terms are defined below), following its approval at an extraordinary general meeting of the shareholders of Tiga held on
November 15, 2022. Pursuant to the terms of the Merger Agreement, a business combination of Legacy Grindr and Tiga was effected through, among other transactions, (i) the merger of Merger Sub I with and into Legacy Grindr, with Legacy Grindr as
the surviving entity, and promptly thereafter and as part of the same overall transaction as the First Merger (as defined below), (ii) the merger of Legacy Grindr with and into Merger Sub II, with Merger Sub II surviving the Second Merger (as
defined below) as a wholly owned subsidiary of Tiga. Prior to the Closing Date (as defined below), Tiga (i) changed its jurisdiction of incorporation from Cayman Islands to the State of Delaware by deregistering as an exempted company in the
Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware and (ii) changed its name from Tiga Acquisition Corp. to Grindr Inc.
Unless the context indicates otherwise, references in this
prospectus to the “Company,” “Grindr,” “we,” “us,” “our” and similar terms refer to Grindr, Inc. (f/k/a Tiga Acquisition Corp.) and its consolidated subsidiaries (including Legacy Grindr). References to “Tiga” refer to the predecessor company
prior to the consummation of the Business Combination (as defined below).
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Some of the statements contained in this prospectus constitute
forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning
matters that are not historical facts. These forward-looking statements include statements regarding our intentions, beliefs and current expectations and projections concerning, among other things, the Business Combination, the benefits of the
Business Combination, including results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which we operate. In some cases, you can identify these forward-looking statements by the use of terminology
such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other
comparable words or phrases.
The forward-looking statements contained in this prospectus
reflect our current views about the Business Combination and future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly
from those expressed in any forward-looking statement. There are no guarantees that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual
results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
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the success in retaining or recruiting, or changes required in, our directors, officers or key employees;
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the impact of the regulatory environment and complexities with compliance related to such environment, including maintaining
compliance with privacy and data protection laws and regulations;
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the ability to respond to general economic conditions;
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factors relating to our and our subsidiaries’ business, operations and financial performance, including:
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competition in the dating and social networking products and services industry;
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the ability to maintain and attract users;
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fluctuation in quarterly and yearly results;
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the ability to adapt to changes in technology and user preferences in a timely and
cost-effective manner;
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the ability to protect systems and infrastructures from cyber-attacks and prevent unauthorized
data access;
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the dependence on the integrity of third-party systems and infrastructure; and
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The ability to protect our intellectual property rights from unauthorized use by third parties;
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the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things,
competition, and our ability to manage growth and expand business operations effectively following the Closing;
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whether the concentration of our stock ownership and voting power limits our stockholders’ ability to influence corporate
matters;
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the effects of the ongoing coronavirus (COVID-19) pandemic, the 2022 mpox outbreak, or other infectious diseases, health
epidemics, pandemics and natural disasters on our business;
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the ability to maintain the listing of Common Stock and Public Warrants on the NYSE; and
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the increasingly competitive environment in which we operate.
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In addition, statements that “Grindr believes” or “we believe” and
similar statements reflect our beliefs and opinions on the relevant subjects. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such
statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are
inherently uncertain and investors are cautioned not to unduly rely upon these statements.
While forward-looking statements reflect our good faith beliefs,
they are not guarantees of future performance. Except to the extent required by applicable law, we are under no obligation (and expressly disclaim any such
iii
obligation) to update or revise their forward-looking statements whether as a
result of new information, future events, or otherwise. For a further discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking
statement, please see the section titled “Risk Factors.” You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third
parties making the forward-looking statements).
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“A&R Forward Purchase
Agreement” means the Second Amended and Restated Forward Purchase Agreement entered into as of May 9, 2022, by and between Tiga and the Sponsor, attached hereto as Exhibit 10.6 and Exhibit 10.7.
“A&R Registration Rights
Agreement” means that certain Amended and Restated Registration Rights Agreement entered into at Closing by and among Grindr, the Sponsor, the independent directors of Tiga and certain former members of Grindr, attached hereto as
Exhibit 10.1.
“Backstop Commitment”
means the purchase, on a private placement basis, of the backstop shares and the backstop warrants for $50,000,000, pursuant to the A&R Forward Purchase Agreement.
“backstop shares” means
the 5,000,000 shares of Common Stock subscribed, pursuant to the Backstop Commitment on the terms of the A&R Forward Purchase Agreement.
“backstop warrants” means
2,500,000 Warrants subscribed, pursuant to the Backstop Commitment on the terms of the A&R Forward Purchase Agreement.
“Business Combination”
means the transactions contemplated by the Merger Agreement, including, among other things, the Merger.
“Closing” means the closing
of the Business Combination.
“Closing Date” means
November 18, 2022, the date on which the Closing occurred.
“Common Stock” means the
shares of our common stock, $0.0001 par value per share.
“DGCL” means the General
Corporation Law of the State of Delaware.
“Domestication” means the
continuation of Tiga by way of domestication of Tiga into a Delaware corporation with the ordinary shares of Tiga becoming shares of common stock of the Delaware corporation under the applicable provisions of the Cayman Islands Companies Act
(As Revised) and the DGCL.
“First Merger” means the
merger of Merger Sub I, a direct, wholly owned subsidiary of Tiga, with and into Legacy Grindr, with Legacy Grindr continuing as the surviving entity.
“Forward Purchase Commitment”
means the purchase, on a private placement basis, of the forward purchase shares and the forward purchase warrants for $50,000,000, pursuant to the A&R Forward Purchase Agreement.
“forward purchase shares”
means the 5,000,000 shares of Common Stock purchased, on a private placement basis, pursuant to the A&R Forward Purchase Agreement.
“forward purchase warrants”
means the 2,500,000 Warrants purchased, on a private placement basis, pursuant to the A&R Forward Purchase Agreement.
“Founder Shares” means the
6,900,000 shares of Common Stock held by the Sponsor and certain of its affiliates following a private placement in connection with the initial public offering of Tiga and subsequent share recapitalization.
“Legacy Grindr” means
Grindr Group LLC, a Delaware limited liability company which, pursuant to the Business Combination, became a direct, wholly owned subsidiary of Grindr Inc., and, unless the context otherwise requires, its consolidated subsidiaries.
“Merger” means the First
Merger and Second Merger.
“Merger Agreement” means
the Agreement and Plan of Merger, dated as of May 9, 2022 (as amended by that certain First Amendment to the Initial Merger Agreement, dated as of October 5, 2022, by and among Tiga, Legacy Grindr, Merger Sub I and Merger Sub II, as it may be
further amended from time to time), by and among Tiga, Merger Sub I and Legacy Grindr.
“Merger Sub I” means Tiga
Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Tiga.
“Merger Sub II” means Tiga
Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Tiga.
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“Private Placement Warrants”
means the 18,560,000 warrants purchased by the Sponsor in connection with the Tiga IPO in a private placement transaction occurring simultaneously with the closing of the Tiga IPO.
“Public Warrants” means
the 13,800,000 warrants included as a component of the Tiga units sold in the Tiga IPO, each of which is exercisable, at an exercise price of $11.50, for one share of Common Stock, in accordance with its terms.
“Second Merger” means the
merger of Legacy Grindr with and into Merger Sub II with Legacy Grindr continuing as the surviving entity as a direct, wholly owned subsidiary of Tiga.
“Sponsor” means Tiga
Sponsor LLC, a Delaware limited liability company, which liquidated and distributed its holdings to its ultimate beneficiaries, including G. Raymond Zage, III, the former Chairman and Chief Executive Officer of Tiga and director of Grindr, and
Ashish Gupta, the former President and director of Tiga, prior to the Closing.
“Tiga” means Tiga
Acquisition Corp. (which was renamed “Grindr Inc.” following the Domestication, and in connection with the consummation of the Business Combination).
“Tiga IPO” means Tiga’s
initial public offering, consummated on November 27, 2020.
“Warrants” means the
Forward Purchase and Backstop Warrants, Private Placement Warrants, and the Public Warrants.
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This summary highlights information
contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including
our consolidated financial statements and the related notes thereto and the information set forth in the sections titled “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and our consolidated financial statements and the notes thereto, included elsewhere in this prospectus, before deciding to invest in our shares of common stock. For purposes of this section, unless otherwise indicated or the context otherwise
requires, all references to “Grindr,” “we,” “our,” “ours,” “us” or similar terms refer to Grindr Inc. and its consolidated subsidiaries after the Closing. All references to “Legacy Grindr” refer to Grindr Group LLC and its consolidated
subsidiaries prior to the Closing. Grindr Inc., previously known as Tiga Acquisition Corp., is the new combined company in connection with the Business Combination.
Overview
Grindr
We are the world’s largest social network focused on the LGBTQ
community with approximately 10.8 million MAUs and approximately 601 thousand Paying Users (as defined below) in 2021. Our Paying Users were over 815 and 768 thousand for the three and nine months ended September 30, 2022, respectively.
According to the Frost & Sullivan Study commissioned by Legacy Grindr, we are the largest and most popular gay mobile app in the world, with more MAUs than other LGBTQ social networking applications. We enable users to find and engage
with each other, share content and experiences, and generally express themselves. We are a pioneer and leading influence on the lifestyle trends and discourse among the global LGBTQ community. We are devoted to providing a platform for social
interactions for this vibrant community and to cultivating a safe and accepting environment where all are welcome and feel a sense of belonging. As a result, the Grindr platform has become a meaningful part of users’ social lives and has
embedded us at the center of the community as the preferred channel for broadening their connections and engaging with like-minded individuals within the LGBTQ community. Our business, founded in 2009, is held by Legacy Grindr, a Delaware
limited liability company which was incorporated in April 2020. The mailing address of our principal executive office is PO Box 69176, West Hollywood, CA 90069.
Implications of Being an Emerging Growth Company
We are an emerging growth company, as defined in the Jumpstart
Our Business Startups Act of 2012, as amended, and therefore we intend to take advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial
reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in this prospectus, our periodic reports and
our proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved. We will remain an emerging growth company until the earliest
of (i) the last day of the fiscal year in which the market value of our Common Stock that is held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in
which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1.00 billion in non-convertible debt in the prior three-year period or
(iv) December 31, 2026.
Summary of Risk Factors
Below is a summary of material factors that make an investment
in our securities speculative or risky. Importantly, this summary does not address all of the risks and uncertainties that we face. Additional discussion of the risks and uncertainties summarized in this risk factor summary, as well as other
risks and uncertainties that we face, can be found under the section titled “Risk Factors” in this prospectus. The below summary is qualified in its entirety by that more complete discussion of such
risks and uncertainties. You should carefully consider the risks and uncertainties described under the section titled “Risk Factors” as part of your evaluation of an investment in our securities:
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Our business depends on the strength and market perception of the Grindr brand, and if events occur that damage our
reputation and brand, our ability to expand its base of users may be impaired, and our business could be materially and adversely affected.
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Changes to our existing products and services, or the development and introduction of new products and services, could fail
to attract or retain users or generate revenue and profits.
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If we fail to retain existing users or add new users, or if our users decrease their level of engagement with its products
and services or do not convert to paying users, our revenue, financial results and business may be significantly harmed.
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Inappropriate actions by certain of our users could be attributed to us and damage our brand or reputation, or subject us
to regulatory inquiries, legal action, or other liabilities, which, in turn, could materially adversely affect its business.
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Unfavorable media coverage could materially and adversely affect our business, brand, or reputation.
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The online social networking industry in which we operate is highly competitive, and if we cannot compete effectively our
business will suffer.
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Our quarterly operating results and other operating metrics may fluctuate from quarter to quarter, which makes these
metrics difficult to predict.
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The distribution, marketing of, and access to our products and services depend, in large part, on third-party platforms and
mobile application stores, among other third-party providers. If these third parties limit, prohibit, fail to operate, or otherwise interfere with the distribution or use of our products or services in any material way, it could
materially and adversely affect our business, financial condition, and results of operations.
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Privacy concerns relating to our products and services and the use of user information could negatively impact its user
base or user engagement, which could have a material and adverse effect on our business, financial condition, and results of operations.
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We rely primarily on the Apple App Store and Google Play Store as the channels for processing of payments. In addition,
access to our products and services depend on mobile App stores and other third parties such as data center service providers, as well as third-party payment aggregators, computer systems, internet transit providers and other
communications systems and service providers. Any deterioration in our relationship with Apple, Google or other such third parties may negatively impact our business.
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Adverse social and political environments for the LGBTQ community in certain parts of the world, including actions by
governments or other groups, could limit our geographic reach, business expansion, and user growth, any of which could materially and adversely affect our business, financial condition, and results of operation.
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We have identified material weaknesses in its internal control over financial reporting which, if not corrected, could
affect the reliability of our consolidated financial statements, and have other adverse consequences.
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Security breaches, unauthorized access to or disclosure of our data or user data, other hacking and phishing attacks on our
systems, or other data security incidents could compromise sensitive information related to our business and/or user personal data processed by us or on our behalf and expose us to liability, which could harm its reputation, generate
negative publicity, and materially and adversely affect our business.
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Our success depends, in part, on the integrity of its information technology systems and infrastructures and on our ability
to enhance, expand, and adapt these systems and infrastructures in a timely and cost-effective manner.
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Our success depends, in part, on our ability to access, collect, and use personal data about our users and to comply with
applicable privacy and data protection laws and industry best practices.
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Our business is subject to complex and evolving U.S. and international laws and regulations. Many of these laws and
regulations are subject to change or uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, declines in user growth or engagement, negative publicity;
or other harm to our business.
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The varying and rapidly evolving regulatory framework on privacy and data protection across jurisdictions could result in
claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.
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We are subject to litigation, regulatory and other government investigations, enforcement actions, and settlements, and
adverse outcomes in such proceedings could have a materially adverse effect on our business, financial condition, and results of operation.
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Activities of our users or content made available by such users could subject us to liability.
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Our indebtedness could materially adversely affect our financial condition, our ability to raise additional capital to fund
our operations, operate our business, react to changes in the economy or its industry, meet our obligations under our outstanding indebtedness, including significant operating and financial restrictions imposed on Grindr by our debt
agreements, and we could divert our cash flow from operations for debt payments.
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The Business Combination remains subject to review by CFIUS and we are not certain how the outcome of the review will
impact the Business Combination or our business.
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Please see the section entitled “Risk Factors” beginning on page 6 of this prospectus for a discussion of these and other factors you should consider in evaluating our business.
Corporate Information
Our principal executive offices are located at 750 N. San
Vicente Blvd., Suite RE 1400, West Hollywood, CA 90069 and our telephone number is (310) 776-6680. Our corporate website address is www.grindr.com. Information contained on or accessible through our website is not a part of this prospectus,
and the inclusion of our website address in this prospectus is an inactive textual reference only.
We and our subsidiaries own or have rights to trademarks, trade
names and service marks that they use in connection with the operation of their business. Other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. Solely for convenience, in
some cases, the trademarks, trade names and service marks referred to in this prospectus are listed without the applicable ®, ™ and SM symbols.
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The Offering
Issuance of Common Stock
Shares of Common Stock offered by us
Up to 37,360,000 shares of Common Stock, including shares of Common Stock
issuable upon exercise of the Private Placement Warrants and Public Warrants, consisting of (i) up to 18,560,000 shares of Common Stock that are issuable upon the exercise of up to 18,560,000 Private Placement Warrants, (ii) up to 13,800,000
shares of Common Stock that are issuable upon the exercise of up to 13,800,000 Public Warrants, and (iii) up to 5,000,000 shares of Common Stock issuable upon the exercise of up to 5,000,000 Legacy Grindr Warrants.
Shares of Common Stock outstanding prior to the
exercise of all Warrants
173,524,360 shares (as of December 9, 2022).
Shares of Common Stock outstanding assuming
exercise of all Warrants
210,884,360 shares (based on total shares outstanding as of December 9, 2022).
Exercise price of Warrants
$11.50 per share, subject to adjustment as described herein.
Use of proceeds
We will receive up to an aggregate of approximately $429,640,000 million from
the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. We expect to use the net proceeds from the exercise of the Warrants for general corporate purposes. The exercise price of our Public Warrants and
Private Placement Warrants is $11.50 per warrant. We believe the likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Common
Stock. If the trading price for our Common Stock is less than $11.50 per share, we believe holders of our Warrants will be unlikely to exercise their warrants. To the extent that our Warrants are exercised on a “cashless basis,” the amount of
cash we would receive from the exercise of such Warrants will decrease. See the section titled “Use of Proceeds.”
Resale of Common Stock and Warrants
Shares of Common Stock offered by the selling
securityholders
We are registering the resale by the selling securityholders named in this
prospectus, or their permitted transferees, an aggregate of 174,514,804 shares of Common Stock, consisting of:
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up to 6,900,000 Founder Shares;
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up to 143,118,851 shares of Common Stock issued to certain equityholders of Legacy Grindr, pursuant to the A&R
Registration Rights Agreement;
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up to 5,000,000 shares of Common Stock are issuable upon the exercise of the Legacy Grindr Warrants;
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up to 935,953 shares of Common Stock acquirable upon the exercise of certain options; and
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up to 18,560,000 shares of Common Stock issuable upon the exercise of the Private Placement Warrants.
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Warrants offered by the selling securityholders
Up to 23,560,000 Warrants consisting of (a) up to 18,560,000 Private Placement
Warrants and (b) up to 5,000,000 Legacy Grindr Warrants.
Redemption
The Public Warrants are redeemable in certain circumstances. See the section
titled “Description of Our Securities—Warrants.”
Lock-Up Agreements
Certain of our securityholders are subject to certain restrictions on transfer
until the termination of applicable lock-up periods. See the section titled “Certain Relationships and Related Party Transactions—A&R Registration Rights Agreement.”
Terms of the offering
The selling securityholders will determine when and how they will dispose of
the securities registered for resale under this prospectus.
Use of proceeds
We will not receive any proceeds from the sale of shares of Common Stock or
Warrants by the selling securityholders.
Risk factors
Before investing in our securities, you should carefully read and consider the
information set forth in the section titled “Risk Factors” beginning on page 6.
NYSE ticker symbols
“GRND” and “GRND.WS”
For additional information concerning the offering, see the
section titled “Plan of Distribution” beginning on page 153.
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Investing in our securities involves a high
degree of risk. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under “Special Note Regarding Forward-Looking Statements,” you should carefully consider the risks and uncertainties
described below together with all of the other information contained in this prospectus, including our financial statements and related notes appearing at the end of this prospectus and in the section titled “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” before deciding to invest in our securities. If any of the events or developments described below were to occur, our business, prospects, operating results, and financial condition
could suffer materially, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not
presently known to us or that we currently believe to be immaterial may also adversely affect our business.
Risks Related to our Brand, Products and Services, and Operations
Our business depends on the strength and
market perception of the Grindr brand and if events occur that damage our reputation and brand, our ability to expand our base of users may be impaired, and our business could be materially and adversely affected.
We believe that our brand has significantly contributed to the
success of our business. Our business and financial performance are highly dependent on the strength and market perception of our brand. We have achieved significant organic growth mainly through word-of-mouth referrals to our platform, without
relying on traditional advertising for user acquisition, and therefore we believe it is critical to ensure that our users remain favorably inclined toward the Grindr brand. In addition, we believe that maintaining and enhancing our brand will
be critical to expanding our user base, advertising relationships, and other partnerships.
Maintaining and enhancing our brand will depend on an array of
factors, including our ability to continue to provide useful, fun, reliable, trustworthy, and innovative products and services, which we may not do successfully or as successfully as we hope. Our products and services may not always appeal to
our users, which may negatively affect our brand and our ability to retain existing users, upgrade users to paid accounts or add new users. See “—If we fail to retain existing users or add new users, or if our
users decrease their level of engagement with our products and services or do not convert to paying users, our revenue, financial results, and business may be significantly harmed.” In addition, the actions of our advertisers or
partners may negatively affect our brand if users have a negative impression of such brands or do not have a positive experience using third-party products or services that are integrated into our platform. See “—The distribution, marketing of, and access to our products and services depends, in large part, on third-party platforms and mobile application stores, among other third-party providers. If these third parties limit, prohibit, fail
to operate, or otherwise interfere with the distribution or use of our products and services in any material way, it could adversely affect our business, financial condition, and results of operations.” Moreover, illicit or
inappropriate conduct by users, advertisers, partners, or bad actors may adversely affect our brand, particularly if we fail to respond expeditiously to objectionable content on our platform or otherwise to address user concerns. See “—Inappropriate actions by certain of our users could be attributed to us and damage our brand or reputation, or subject us to regulatory inquiries, legal action, or other liabilities, which, in turn, could
materially adversely affect our business.” We have also experienced, and expect to continue to experience, media, legislative, and regulatory scrutiny, as well as legal action and regulatory investigations, regarding user privacy and
data protection, interactions between users, and other issues, which have harmed our reputation and brand and may seriously harm our reputation and brand in the future. See “—Unfavorable media coverage could
materially and adversely affect our business, brand, or reputation.” If events occur that damage our reputation or brand, our business, financial condition, and results of operations could be materially and adversely affected.
Changes to our existing products and
services, or the development and introduction of new products and services, could fail to attract or retain users or generate revenue and profits.
Our ability to retain, expand, monetize and engage our user base,
and to increase our revenue, depends heavily on our ability to keep pace with user demands and technological changes in the industry by, among other things, continuing to evolve our existing products and services and developing successful new
products and services. We operate in an industry characterized by rapidly changing technologies in response to evolving industry standards, frequent new product and service announcements and enhancements, and changing user demands, and our
competitors in the online social networking industry are constantly developing new technologies and products and services. Our performance will therefore depend on our ability to adapt in response to this environment by, among
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other things, continuing to improve the speed, performance, features, ease of use,
and reliability of our products and services, in response to evolving user demands and competitive dynamics. Any failure to keep pace with rapid technological changes could cause us to lose market share and thus have a material adverse effect
on our business, financial condition, and results of operation.
In addition, our ability to retain, expand, monetize and engage
our user base, and to increase our revenue, depends on our ability to continue to improve our existing products and services and to develop and introduce successful new products and services, both independently and together with third parties.
We may introduce significant changes to our existing products and services or develop and introduce new or unproven products and services, including using technologies with which we have little or no prior development or operating experience.
While we believe we can further improve our monetization capabilities by diversifying our subscription offerings, introducing more stand-alone premium functions, and further optimizing our advertising offerings, these efforts may not ultimately
be successful or translate into meaningful additional revenue. If we do not continue to innovate and provide attractive products and services to our users, or if we fail to consistently tailor our products and services to accommodate our users’
changing demands, we may not be able to retain a large and active user base or to generate sufficient revenue, operating margin, or other value, to justify our investments, any of which may materially adversely affect our business.
We have also invested in, and expect to continue to invest in new
products and services and other initiatives, which may involve unproven products, services, and technologies, to generate revenue. We regularly update our Grindr mobile application (the “Grindr App”) to introduce new features and improve our
Grindr App’s performance. However, there is no guarantee that our investment in new products and services, new features, and other initiatives will succeed or generate revenue or other benefits for us. New products, services, and features may
provide temporary increases in engagement that may ultimately fail to attract and retain users such that they may not produce the long-term benefits that we expect. We may also introduce new products, services, features or terms of service or
policies, and seek to find new, effective ways to show our community new and existing products and services and alert them to events and opportunities to connect, that our users do not like, which may negatively affect our brand. If our new or
enhanced brand, products and services or product extensions fail to engage users, marketers, or developers, or if our business plans are unsuccessful, we may fail to attract or retain users or to generate sufficient revenue, operating margin,
or other value to justify our investments, any of which may materially adversely affect our business.
If we fail to retain existing users or add
new users, or if our users decrease their level of engagement with our products and services or do not convert to paying users, our revenue, financial results, and business may be significantly harmed.
The size of our user base and our users’ level of engagement are
critical to our success. Our financial performance has been and will continue to be significantly determined by our success in adding, retaining, and engaging users of our products and services and converting users into paying subscribers or
premium add-on payers. We expect that the size of our user base will fluctuate or decline in one or more markets from time to time. If our user growth rate slows down, our business performance will become increasingly dependent on our ability
to retain existing users and enhance user engagement on our platform in current and new markets. In addition, although we have primarily grown our user base organically, attracting and retaining additional users for our products and services
may require increasingly large sales and marketing expenditures. If our platform ceases to be one of the most frequently used social networking applications for LGBTQ individuals, or if people do not perceive our products and services to be
useful, reliable, and/or trustworthy, we may not be able to attract or retain users or otherwise maintain or increase the frequency, duration, and depth of their engagement.
Several other online social networking companies that achieved
early popularity have since experienced slower growth or declines in their user bases or levels of engagement. We may experience a similar erosion of our user base or engagement levels, particularly as we achieve higher market penetration
rates. User engagement can be difficult to measure, particularly as we introduce new and different products and services. Any number of factors can negatively affect user retention, growth, and engagement, including if:
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users increasingly engage with competing products or services;
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user behavior on any of our products and services change, including decreases in the quality of the user base and frequency
of use of our products and services;
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our competitors mimic our products and services or penetrate our markets (or markets we would like to enter) and therefore
harm our user retention, engagement, and growth;
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users have difficulty installing, updating, or otherwise accessing our products and services on mobile devices because of
actions by us or third parties that we rely on to distribute our products and services;
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we fail to introduce new and improved products and services that appeal to our users, or if we make changes to existing
products and services that do not appeal to our users;
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we are unable to continue to develop products and services that work with a variety of mobile operating systems, networks,
and smartphones;
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users are no longer willing to pay for premium (fee-based) subscriptions or premium add-ons;
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we are unable to successfully balance our efforts to provide a compelling user experience with the decisions we make with
respect to the frequency, prominence, and size of advertisements and other commercial content that we display on our platform;
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we fail to protect our brand image or reputation;
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we experience decreases in user sentiment related to the quality of our products and services, or based upon concerns related
to data privacy and the sharing of user data, safety, security, or well-being, among other factors;
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we, or other companies in the industry, are the subject of adverse media reports or other negative publicity, including
because of our data practices or other companies’ data practices;
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we fail to keep pace with evolving online, market, and industry trends (including the introduction of new and enhanced
digital services);
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initiatives designed to attract and retain users and engagement are unsuccessful or discontinued;
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we adopt terms, policies, or procedures concerning user data or advertising, among other areas, that are perceived negatively
by our users or the general public;
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we are unable to combat inappropriate or abusive use of our platform;
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we fail to address user or regulatory concerns related to privacy, data security, personal safety, or other factors;
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we are unable to manage and prioritize information to ensure users are presented with content that is interesting, useful and
relevant to them;
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we fail to provide adequate customer service to users, advertisers, or other partners;
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technical or other problems prevent us from delivering our products and services in a rapid and reliable manner or otherwise
affect the user experience, such as security breaches, distributed denial-of-service attacks or failure to prevent or limit spam or similar content;
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our current or future products and services reduce user activity on Grindr by making it easier for our users to interact and
share on third-party websites;
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third-party initiatives that may enable greater use of our products and services, including low cost or discounted data
plans, are discontinued;
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there is decreased engagement with our products and services because of changes in prevailing social, cultural, or political
preferences in the markers in which we operate; and
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there are changes mandated by legislation, regulations, or government actions.
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From time to time, certain of these factors have negatively
affected user retention, growth, and engagement to varying degrees. If we are unable to maintain or increase our user base and user engagement, our revenue and financial results may be materially adversely affected. In addition, we may not
experience rapid user growth or engagement in countries where, even though mobile device penetration is high, due to the lack of sufficient cellular based data networks, consumers rely heavily on Wi-Fi and may not access our products and
services regularly throughout the day. Any decrease in user retention, growth, or engagement could render our products and services
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less attractive to users, which is likely to have a material and adverse impact on
our revenue, business, financial condition, and results of operations. If our user growth rate slows or declines, we will become increasingly dependent on our ability to maintain or increase levels of user engagement and monetization to drive
revenue growth.
Inappropriate actions by certain of our
users could be attributed to us and damage our brand or reputation, or subject us to regulatory inquiries, legal action, or other liabilities, which, in turn, could materially adversely affect our business.
Our platform allows users to freely connect and communicate with
other users. Our platform may be misused by individuals or groups of individuals to engage in illicit or otherwise inappropriate activities, which may adversely affect the public perception of our brand and our ability to retain existing users
or add new users. Our content moderation team frequently detects and addresses user actions that violate our Terms and Conditions of Service, Communities Guidelines, or other policies applicable to our platform, which prohibit, among other
things, any form of harassment, hate speech, violence of any kind, and other offensive content; profile pictures with nudity, pornography, or drugs; impersonation of another person; minor activity on the platform (including uploading images
depicting minors or communicating with another user believed to be a minor); and illegal actions such as the advertising of sexual services or drugs. With a combination of human moderation and automated tooling, violations are frequently
detected and addressed by our content moderation team, and we expect to continue to endeavor to detect and address these issues in the future.
While we have systems and processes in place that aim to monitor
and review the appropriateness of the content generated on our platform, including our content moderation team, automated tools, and in-App features that allow users to report illicit or otherwise inappropriate activity to us, and have adopted
policies regarding the illicit or otherwise inappropriate use of our products and services, our users have in the past, and could in the future, nonetheless engage in activities on our platform that violate our policies or the law. These
safeguards may not be sufficient to ensure the safety of our users and this may harm our reputation and brand, especially if any instances of illicit or otherwise inappropriate conduct become well-publicized, as has occurred in the past.
In addition, while our policies attempt to address the illicit or
otherwise inappropriate use of our products and services, and we publish and make available resources that provide users with information designed to help protect users’ digital security, personal safety (both on, and off, our Grindr App), and
self-care, we do not control what happens if our users decide to meet in person after connecting on our platform.
Our platform allows users to freely connect and communicate with
other users in the same geographic area or in the other geographic areas around the world through the “Explore” feature. Users of our products and services have been, and may in the future be, physically, financially, emotionally, or otherwise
harmed by other individuals that they have met or may meet through the use of our products and services. For example, we have in the past received, and could in the future receive, complaints about users being assaulted or subjected to other
forms of illicit conduct after meeting other users in person through our products and services. When one or more of our users suffers or alleges to have suffered any harm either on our platform or in person after meeting another user on our
platform, we have in the past, and could in the future, experience legal action, regulatory investigations, or negative publicity that could damage our brand and reputation. See “—Risks Related to Regulation
and Litigation—We are subject to litigation, regulatory and other government investigations, enforcement actions, and settlements, and adverse outcomes in such proceedings could have a materially adverse effect on our business, financial
condition, and results of operation.” Similar events with respect to users of our competitors’ products and services could result in negative publicity for the overall social networking industry, or the LGBTQ social networking industry
more specifically, which could in turn negatively affect our business, financial condition, and results of operation. See “—Unfavorable media coverage could materially and adversely affect our business, brand,
or reputation.”
Unfavorable media coverage could materially
and adversely affect our business, brand, or reputation.
We receive a high degree of media coverage around the world,
partly due to the social and cultural sensitivity associated with the unique demographic group that we serve, all of which has affected, and could in the future affect, the reputation and market perception of our brand. Regardless of its
accuracy or authenticity, negative publicity concerning us, including media coverage regarding the actions of our users on or off our platform, our Terms and Conditions of Service or privacy practices, the quality or safety of our products and
services, the actions of our advertisers or other partners, litigation or regulatory activity, and/or the actions of other companies that provide similar services to us, could materially and adversely affect our brand, which could, in turn,
materially and adversely
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affect the size, engagement, and loyalty of our user base, as well as the number
and quality of advertisers that choose to advertise on our platform. For example, since at least 2016, multiple news outlets and research groups have identified ways to allegedly determine the precise geolocation of users of Grindr and similar
services. Although we do not always use the full precision of the user’s location, and our users have the choice not to display their relative location in the Grindr cascade, trilateration, the process of estimating a user’s location by
combining the distance measurement from three points surrounding a user, is a common risk in location-based apps and could be perceived as a threat to users’ location privacy in some jurisdictions. These risks have led to multiple regulatory
inquiries. See “Risks Related to Regulation and Litigation—The varying and rapidly evolving regulatory framework on privacy and data protection across jurisdictions could result in claims, changes to our
business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.”
Additionally, in 2018, negative media reports raised concerns,
leading to multiple regulatory inquiries, regarding our sharing of user-provided HIV status with service providers that we engaged to perform analytics services to help us improve the user experience. Although our users had consented to sharing
their profile data with service providers, we had contractual protections limiting service provider use of user data, and the user data was shared in compliance with those contractual obligations and with applicable law , in response to the
media reports and investigations, we discontinued sharing user-provided HIV status information with these service providers, among other measures. This unfavorable media coverage created negative sentiment regarding our brand and our privacy
practices among our current and potential user base, advertisers, platform partners, and other stakeholders as well as the general public, some of which continues to this day. See “—Risks Related to Regulation
and Litigation—The varying and rapidly evolving regulatory framework on privacy and data protection across jurisdictions could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines
in user growth or engagement, or otherwise harm our business.” Furthermore, in 2021, a religious blog claimed to have used a “commercially available” data set which contains “signal” data which allegedly included Grindr’s “data,” among
other unidentified sources, to reveal that a Catholic priest had utilized Grindr’s app, resulting in that priest resigning his position. Although in response to the blog we took steps to clarify our data practices (and to inquire into the
potential data sources relied on by the blog), the blog may have created negative sentiment regarding our brand and our privacy practices, regardless of the accuracy or authenticity of the blog.
We cannot assure you that we will be able to defuse negative
publicity about us and/or our services to the satisfaction of our users, advertisers, platform partners, and other stakeholders. If we fail to protect our brand or reputation, given our reliance on the strength of our brand and organic growth,
we may experience material adverse effects to the size, demographics, engagement, and loyalty of our user base, resulting in decreased revenue, fewer App installs (or increased App uninstalls), fewer conversions to premium subscription versions
of our Grindr App, or slower user growth rates, among other negative effects. Negative publicity, especially when it is directly addressed against us, may also require us to engage in defensive media campaigns which, in turn, may cause us to
increase our marketing expenses and divert our management’s attention and may adversely impact our business and results of operations. If events occur that damage our brand and reputation and we fail to respond promptly or if we incur excessive
expenses in these types of efforts, our business, financial condition and results of operations could be materially and adversely affected. See “—Our business depends on the strength and market perception of
the Grindr brand. If events occur that damage our reputation and brand, our ability to expand our base of users may be impaired, and our business could be materially adversely affected”.
The online social networking industry in
which we operate is highly competitive, and if we cannot compete effectively our business will suffer.
The online social networking industry is highly competitive, with
a consistent stream of new products and services and entrants. We compete primarily with other global companies that provide dating and networking products and services that have LGBTQ users, such as Tinder and OKCupid, and regional companies
that provide dating and networking products and services for LGBTQ users, such as Scruff and PlanetRomeo. Some of our competitors may enjoy better competitive positions in certain geographical regions, user demographics, or other key areas that
we currently serve or may serve in the future. These advantages could enable these competitors to offer products and services that are more appealing to users and potential users than our products and services, or to respond more quickly and/or
cost-effectively than us to new or changing opportunities. In addition, to the extent that some of our competitors were first movers in particular geographic regions, their positions in those regions could create barriers to our entry.
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In addition, within the social networking industry more
generally, costs for users to switch between products and services are low, and users have a propensity to try new approaches to connecting with other people and to use multiple products and services at the same time. As a result, new products
and services, entrants, and business models are likely to continue to emerge. It is possible that a new product could gain rapid scale at the expense of existing brands through harnessing a new technology or distribution channel, or a new or
existing distribution channel, creating a new approach to connecting people or some other means.
Potential competitors include larger companies that could devote
greater resources to the promotion or marketing of their products and services, take advantage of acquisition or other opportunities more readily than we do, or develop and expand their products and services more quickly than we do. Potential
competitors also include established social media companies, which may develop products and services, features, or services that compete with ours, and which may have easier access to new markets or potential users than we do. For example,
Facebook recently launched Facebook Dating in North America, Europe, and other markets around the globe. Facebook and similar competitors could gain competitive advantages over Grindr through, for example, their access to existing large pools
of potential users and preexisting information about those potential users and/or their strong or dominant positions in one or more markets, or by offering different product features or products and services at low or no cost to users. Our
competitors may develop products and services, features, or services similar to ours or that achieve greater market acceptance than our products and services, features, or services, they may undertake more far-reaching and successful product
development efforts or marketing campaigns than we do, or they may adopt more aggressive pricing policies than we do. Any of these efforts, if successful, may enable our competitors to acquire and engage users at the expense of our user growth
or engagement, which may have a material adverse effect on our business, financial condition, and results of operation. See “—If we fail to retain existing users or add new users, or if our users decrease their
level of engagement with our products and services or do not convert to paying users, our revenue, financial results, and business may be significantly harmed.”
Moreover, in emerging international markets, where mobile devices
often lack large storage capabilities, among other technical limitations, we may compete with other applications for the limited space available on a user’s mobile device. We also face competition from traditional and online media businesses
for advertising budgets. As we introduce new products and services, as our existing products and services evolve, or as other companies introduce new products and services, we may become subject to additional competition.
In addition, we believe that our ability to compete effectively
depends upon many factors both within and beyond our control, including:
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the usefulness, ease of use, performance, and reliability of our products and services compared to our competitors;
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the size and demographics of our user base;
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the scale, growth, and engagement of our users with our products and services relative to those of our competitors;
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our ability to acquire efficiently new users for our products and services;
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the timing and market acceptance of our products and services;
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our ability to introduce new, and improve on existing, features, products and services, and services in response to
competition, user sentiment or requirements, online, market, social, and industry trends, the ever-evolving technological landscape, and the ever-changing regulatory landscape (in particular, as it relates to the regulation of online
social networking platforms);
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our ability to continue monetizing our products and services;
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the frequency, size, and relative prominence of the ads and other commercial content displayed by us or our competitors;
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our customer service and support efforts;
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the reputation of our brand for trust and safety and privacy and data protection, among other things;
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adverse media reports or other negative publicity;
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the effectiveness of our advertising and sales teams;
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continued growth in internet access and smartphone adoption in certain regions of the world, particularly emerging markets;
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changes mandated by legislation, regulatory authorities, or litigation, including settlements and consent decrees, some of
which may have a disproportionate effect on us;
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acquisitions or consolidations within our industry, which may result in more formidable competitors;
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our ability to attract, retain, and motivate talented employees, particularly software engineers;
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our ability to protect our intellectual property, including against our competitors’ possible attempts to mimic or copy
aspects of our Grindr App;
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our ability to cost-effectively manage and grow our operations; and
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our ability to maintain the value and reputation of our brand relative to our competitors.
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If we are not able to effectively compete against our current or
future competitors and products and services that may emerge, our user base and level of user engagement may decrease, which could have a material adverse effect on our business, financial condition, and results of operations.
We have grown rapidly in recent years and
certain members of our management team have joined us recently. If we are unable to manage our growth effectively, our brand, company culture, and financial performance may suffer.
Since launching our platform in 2009, we have experienced rapid
growth and demand for our services. We have expanded our operations rapidly worldwide, and certain members of our management team have joined us recently. As we grow, our business becomes increasingly complex and the process of implementing
operations at scale takes time. We have increased our employee headcount, and we expect our headcount growth to continue for the foreseeable future. To effectively manage and capitalize on our growth, we must continue to expand our sales and
marketing, focus on innovative product and content development, and upgrade our information systems and other processes, among other changes. Our continued growth could strain our existing resources, and we could experience ongoing operating
difficulties in managing our business across numerous jurisdictions, including difficulties in hiring, training, and managing a diverse, remote-first, and growing employee base. We expect to continue to make investments to maintain and improve
the capacity, capability and reliability of our infrastructure. To the extent that we do not effectively address capacity constraints as we grow and continually develop our technology and infrastructure to accommodate actual and anticipated
changes in technology, our business and results of operations may be negatively affected. Failure to scale and preserve our company culture with growth could harm our future success, including our ability to retain and recruit personnel and to
focus on and pursue our corporate objectives effectively. If our management team does not effectively manage our growth, we may experience erosion to our brand, the quality of our products and services may suffer, and our company culture may be
harmed. Moreover, we have been, and may in the future be, subject to legacy claims or liabilities arising from policies, systems, and/or controls in earlier periods of our rapid development.
The rapidly evolving nature of the markets in which we operate
creates substantial uncertainty concerning how these markets may develop, and reduce our ability to accurately forecast quarterly or annual revenue and future growth. Failure to manage our future growth effectively could have a material adverse
effect on our business, financial condition, and operating results.
Our quarterly operating results and other
operating metrics may fluctuate from quarter to quarter, which makes these metrics difficult to predict.
Our quarterly operating results and other operating metrics have
fluctuated in the past and may continue to fluctuate from quarter to quarter, which makes them difficult to predict. Our financial condition and operating results in any given quarter can be influenced by numerous factors, many of which we
cannot predict or are outside of our control, including:
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fluctuations in the rate at which we retain existing users and attracts new users, the level of engagement by our users, or
our ability to convert users from the free version of the platform to premium (fee-based) subscriptions;
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our development, improvement, and introduction of new products and services, services, technology, and features, and the
enhancement of existing products and services, services, technologies, and features;
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successful expansion into international markets, particularly in emerging markets;
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errors in our forecasting of user demand;
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increases in engineering, product development, marketing, or other operating expenses that we may incur to grow and expand
operations and to remain competitive;
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changes in our relationship with Apple, Google, or other third parties;
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announcements by competitors of significant new products and services, services, licenses, or acquisitions;
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the diversification and growth of our revenue sources;
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our ability to maintain gross margins and operating margins;
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fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign
currencies;
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changes in our effective tax rate;
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changes in accounting standards, policies, guidance, interpretations, or principles;
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the continued development and upgrading of our technology platform;
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our ability to effectively prevent and remediate system failures or breaches of security or privacy;
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our ability to obtain, maintain, protect and enforce intellectual property rights and successfully defend against claims of
infringement, misappropriation, or other violations of third-party intellectual property;
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adverse litigation judgments, settlements, or other litigation-related costs;
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changes in the legislative or regulatory environment, including with respect to privacy, intellectual property, consumer
product safety, and advertising, or enforcement by government regulators, including fines, orders, or consent decrees; and
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changes in business or macroeconomic conditions, including the impact of the current COVID-19 outbreak, inflation, lower
consumer confidence in our business or in the social networking industry generally, recessionary conditions, increased unemployment rates, stagnant or declining wages, political unrest, armed conflicts, or natural disasters.
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Any one of the factors above or the cumulative effect of some of
the factors above may result in significant fluctuations in our results of operations.
The variability and unpredictability of our quarterly operating
results or other operating metrics could result in our failure to fully meet the expectations or those of analysts that could cover us or investors with respect to revenue or other operating results for a particular period. If we fail to meet
or exceed such expectations, the market price of the stock could fall substantially, and we could face costly lawsuits, including securities class action suits.
The distribution, marketing of, and access
to our products and services depend, in large part, on third-party platforms and mobile application stores, among other third-party providers. If these third parties limit, prohibit, or fail to operate, or otherwise interfere with the
distribution or use of our products or services in any material way, it could materially and adversely affect our business, financial condition, and results of operations.
We market and distribute our products and services primarily
through the Apple App Store and Google Play Store. We are subject to the standard terms, conditions, and guidelines of these platforms for App developers, which govern the promotion and distribution of our products and services on their
respective platforms, and our ability to market the Grindr brand on any given property or channel is subject to the policies of the relevant third party. In addition, there is no guarantee that these popular mobile platforms will continue to
feature or make available our products, or that we will be able to comply with the standard terms, conditions, and guidelines of these platforms, such that our products and services continue to be available through these platforms. Apple App
Store and Google Play Store have and may continue to impose access restrictions for users in Russia and other geopolitical regions in relation to the conflict between Russia and Ukraine or other events that are beyond Grindr’s control, such as
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terrorism, public health crises, or political unrest, which could result in the
inability to access and use our products and services and other negative experiences for our users and, in turn, harm our user reputation and adversely affect our business. In addition, there is no guarantee that users will continue to use our
products and services rather than competing products and services.
We also depend on the interoperability of our products and
services with popular mobile operating systems, networks, technologies, products and services, and standards that we do not control, such as the iOS and Android operating systems. Any changes, bugs, or technical issues in these systems, or
changes in our relationships with third party product or service providers such as our mobile operating system partners, handset manufacturers, or mobile carriers, or changes in their agreements, terms of service or policies that degrade our
products and services’ functionality, reduce or eliminate our ability to update or distribute our products and services, give preferential treatment to competitive products and services, limit our ability to deliver, target, or measure the
effectiveness of ads, or charge fees related to the distribution of our products and services or our delivery of ads, could impact the usage of our products and services on mobile devices and have a material adverse effect on our business,
financial condition, and results of operations. For example, starting with iOS version 14, Apple has required App developers to ask users for their permission to track them or to access their device’s advertising identifier (known as the IDFA).
Tracking refers to the act of linking user or device data collected from one App with user or device data collected from other companies’ Apps, websites, or offline properties for targeted advertising (e.g., personalized ads) or advertising
measurement purposes. As of September 30, 2021, iOS App users’ opt-in rate to grant IDFA access was approximately 21%. As such, the ability of advertisers to accurately target and measure their advertising campaigns at the user level has
become, and may continue to be, significantly limited and App developers may experience increased cost per registration.
In addition, certain channels have, from time to time, limited or
prohibited advertisements for similar products and services, including because of poor behavior by other industry participants. There is no assurance that we will not be limited or prohibited from using certain current or prospective marketing
channels or providing certain features in the future.
Further, many users historically registered for (and logged into)
our Grindr App exclusively through their Apple IDs, Google usernames, or Facebook profiles. While we have alternate authentication methods that allow users to register for (and log into) our Grindr App using an email address or their mobile
phone numbers, there can be no assurances that users will use these other methods. Apple, Google, and Facebook have broad discretion to change their terms and conditions in ways that could limit, eliminate, or otherwise interfere with our
ability to use Apple IDs, Google usernames, or Facebook profiles as a registration method or to allow these entities to use such data to gain a competitive advantage. If Apple, Google, or Facebook did so, our business, financial condition, and
results of operations could be materially adversely affected. Additionally, if security on Apple, Google, or Facebook is compromised, if our users are locked out from their accounts, or if Apple, Google, or Facebook experiences an outage, our
users may be unable to access our products and services. If our ability to distribute our products and services to our users is impaired, even if for a temporary period, user growth and engagement on our service could be materially adversely
affected, even if for a temporary period. Any of these events could materially adversely affect our business, financial condition, and results of operations.
Privacy concerns relating to our products
and services and the use of user information could negatively impact our user base or user engagement, which could have a material and adverse effect on our business, financial condition, and results of operations.
We collect user profile, precise user location, and other personal
data from our users to provide them with our products and services and to better facilitate connections among our users. As discussed above, despite the increased level of social acceptance of the LGBTQ community, identification as LGBTQ
remains stigmatized, marginalized, and deemed illegal in certain parts of the world. Grindr embraces all sexual orientations and gender identities, including those who identify expressly as straight, gay, bi+ (i.e., those open to multiple
genders like pansexual, polysexual, queer, fluid, and flexible), transexual, lesbian, demisexual, among others. However, certain of our existing and potential users may prefer not to associate with our platform publicly, not to identify
themselves publicly as LGBTQ, not to have assumptions or perceptions formed about their sexual orientation or gender identity, and/or not to have their sexual orientations and gender identities known by others in the LGBTQ community.
While we will endeavor to monitor adverse legal developments
globally, including legislative action and restrictive regulatory interpretations related to the processing of personal data, including special categories of personal data which we collect and process, and attempt to comply with these legal
developments, we may in the
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future be subject to more stringent obligations or claims under such adverse
legislation or regulatory interpretations, which can materially impact our ability to provide our services in certain locales with restrictive data privacy regulatory frameworks.
In addition, although our products and services aim to create an
environment inclusive of all people (both within and outside of the LGBTQ community), our potential users may be reluctant to use our products and services out of fear of the ramifications of being associated with our platform or identified or
perceived as a potential member of the LGBTQ community. Concerns about being identified or perceived in a certain way, as well as concerns about the collection, use, disclosure, or security of personal information or chat history or other
privacy-related matters, even if unfounded, could damage our reputation and discourage potential users from choosing our platform, all of which may adversely affect our business, financial condition, and results of operations. See “—Adverse social and political environments for the LGBTQ community in certain parts of the world, including actions by governments or other groups, could limit our geographic reach, business expansion, and user
growth, any of which could materially and adversely affect our business, financial condition, and results of operation.”
Any incidents where our users’ information is accessed without
authorization, or is improperly used, or incidents that otherwise violate our policies or do not comply with applicable laws and best practices, could damage our reputation and diminish our competitive position. Affected users or government
authorities could initiate legal or regulatory actions against us over these incidents, which could cause us to incur significant expense and liability or result in orders or consent decrees forcing us to modify our business practices. In
addition, our advertising and other business partners also have varying expectations and demands with respect to data privacy and protection measures and practices, and our failure to fully meet such expectations or demands may cause our
advertising or other business partners to take adverse actions, including without limitation suspension, termination, or other unexpected changes in the business relationship which may materially and adversely affect our financial condition,
business outlook, or reputation. Our success depends, in part, on our ability to access, collect, and use personal data about our users and to comply with applicable privacy and data protection laws and industry best practices. See “—Risks Related to Regulation and Litigation—Our success depends, in part, on our ability to access, collect, and use personal data about our users and to comply with applicable privacy and data protection laws and
industry best practices.”
In addition, from time to time, we receive requests or demands for
information from law enforcement agencies that seek access to our user content. In some cases, these requests or demands seek information that we are not able to provide or have determined it is not appropriate to provide due to technical
limitations, privacy concerns, or retention practices. Maintaining the trust of our users is important to sustain our user growth, retention, and engagement. Concerns over our privacy practices, whether actual or unfounded, could damage our
reputation and brand and deter users, advertisers, and partners from using our products and services, any of which may adversely affect our business, financial condition, and results of operations.
We rely primarily on the Apple App Store and
Google Play Store as the channels for processing of payments. In addition, access to our products and services depends on mobile App stores and other third parties such as data center service providers, as well as third-party payment
aggregators, computer systems, internet transit providers and other communications systems and service providers. Any deterioration in our relationship with Apple, Google or other such third parties may negatively impact our business.
Our products and services mainly depend on mobile App stores and
the continued services and performance of other third parties such as data center service providers, third party payment aggregators, computer systems, internet transit providers, and other communications systems and service providers. We
primarily make our Grindr App available to users through, and therefore largely depend upon, the Apple App Store and the Google Play Store. While our Grindr App is generally free to download from these stores, we offer our users the opportunity
to purchase subscriptions and premium add-ons. We determine the prices for these subscriptions and premium add-ons, but at this time, they are primarily processed through the in-App payment systems provided by Apple and Google. We also utilize
Stripe in order to process payments related to certain legacy subscriptions. Apple and Google, as well as other third parties such as Stripe, have broad discretion to make changes to their operating systems or payment services or change the
manner in which their mobile operating systems function and their respective terms and conditions applicable to the distribution of our Grindr App, including the amount of, and requirement to pay, certain fees associated with purchases required
to be facilitated by such third parties through our Grindr App, and to interpret their respective terms and conditions in ways that may limit, eliminate, or otherwise interfere with our products and services, our ability to distribute our
Grindr App through their stores, our ability to update our Grindr App, including to make bug fixes or other feature updates or upgrades, the features we provide, the manner in which we market our
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in-App products and services, our ability to access native functionality or other
aspects of mobile devices, and our ability to access information about our users that they collect.
To the extent such third parties do so, our business, financial
condition, and results of operations could be materially adversely affected. For example, our business could suffer materially if Apple or Google, including other third parties, albeit to a lesser extent, change their standard terms and
conditions, interpretations, or other policies and practices in a way that is detrimental to us or if they determine that we are in violation of their standard terms and conditions and prohibit us from distributing our Grindr App on their
platforms.
There can be no assurance that Apple or Google, or any other
similar third party, will not limit, delay, eliminate, or otherwise interfere with the distribution of our Grindr App, or that we will not be limited or prohibited from using certain current or prospective distribution or marketing channels in
the future. For example, either Apple or Google could block or delay the distribution of a new version of our platform or our products and services based upon alleged non-compliance with their policies concerning safety or in-App content,
technical performance, or design, among other issues. In addition, Google could immediately terminate our Google Play distribution agreement if we experience a change of control, which would have a material adverse effect on our business. If
Apple or Google took any such actions, or if we experience a deterioration in either relationship, our business, financial condition, and results of operations could be materially adversely affected.
Apple recently announced that it would allow app developers to
process payments for subscriptions and other premium add-ons outside of Apple’s payment system. However, there can be no assurance that we will be successful in our effort to process payments outside of Apple’s payment systems.
In addition, we rely on a wide array of additional third parties
in various other aspects of our operations, including software developers, computing, storage, and bandwidth service providers, suppliers of technology infrastructures, mobile application optimization and analytics firms, sales and marketing
channels, contract engineers, contract content contributors, as well as LGBTQ rights advocacy organizations around the world. Any deterioration in our relationships with these third-party suppliers, vendors, and business partners, or any
adverse change in the terms and conditions governing these relationships, could have a negative impact on our business, financial condition, and results of operations.
Our user growth, engagement, and
monetization on mobile devices depend upon effective operation with mobile operating systems, networks, and standards that we do not control.
To deliver a high-quality user experience, our products and
services must work well across a range of mobile operating systems, networks, technologies, mobile devices, and standards that we do not control. We may not be successful in developing relationships with key participants in the mobile industry
or in developing services that operate effectively with these mobile operating systems, handset manufacturers, networks, mobiles devices, mobile carriers, and standards. In addition, any future changes to mobile operating systems, networks,
mobile devices, mobile carriers, or standards may impact the accessibility, speed, functionality, and other performance aspects of our products and services. These issues may, and likely will, occur in the future from time to time. If users
experience issues accessing or using our products and services, particularly on their mobile devices, or if our users choose not to access or use our products and services on their mobile devices, our user growth, retention, and engagement
could be harmed, and our business, financial condition, and results of operation could be adversely affected.
As discussed above, we market, distribute, and make our products
and services available across several mobile operating systems and devices (e.g., iOS and Android) and through a number of third-party publishers and distribution channels (e.g., the Apple App Store and Google Play Store). There can be no
guarantee that popular mobile devices will continue to feature our products and services, or that mobile device users will continue to use our products and services over competing products and services. In addition, if the number of platforms
for which we develop our products and services increases, our costs and expenses will also increase, as will the risks of bugs, outages, or other technical issues. Moreover, our products and services require high-bandwidth data capabilities. If
the costs of data usage increase, our user growth, retention, and engagement may be seriously harmed.
Adverse social and political environments
for the LGBTQ community in certain parts of the world, including actions by governments or other groups, could limit our geographic reach, business expansion, and user growth, any of which could materially and adversely affect our business,
financial condition, and results of operation.
While there has been substantial progress in the protection of
LGBTQ rights in certain parts of the world, identification as LGBTQ remains stigmatized, marginalized, and deemed illegal in many parts of the world. We have
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faced and may continue to face incidents in which government authorities in
certain countries use our products and services to entrap and arrest LGBTQ individuals under charges of “promoting sexual deviancy” and “inciting immorality,” among others.
In addition, some countries, including Pakistan and the Crimean
Peninsula in Ukraine, have banned our products and services and the products and services of other companies in the industry that provide services for and promote the LGBTQ community. Access to our Grindr App in other countries, such as China,
Turkey, Lebanon, Indonesia, the United Arab Emirates, Saudi Arabia, and Qatar, may only be available through the use of services such as virtual private networks, or VPNs, or via home wireless networks, thereby decreasing accessibility to our
products and services. Adverse social and political environments for the LGBTQ community in anti-LGBTQ countries could limit our geographical reach, business expansion, and user growth, any of which could materially and adversely affect our
business, financial condition, and results of operation.
In addition, government authorities in various countries may seek
to restrict user access to our products and services, if they consider us to be in violation of their laws, a threat to public safety, or for other reasons, including if they consider the content on our products and services to be immoral or
indecent. In the event that content shown on our products and services is subject to censorship, access to our products and services may be restricted (in whole or in part) in one or more countries, we may be required to or elect to make
changes to our operations or other restrictions may be imposed on our products and services. If our competitors are able to successfully penetrate new geographic markets or capture a greater share of existing geographic markets that we cannot
access or where we face other restrictions, our ability to retain, expand, and engage our user base and qualify advertisers may be adversely affected, we may not be able to maintain or grow our revenue as anticipated, and our business,
financial condition, and results of operations could be materially adversely affected.
Our success depends on the demographics of
the community that we serve and our ability to foresee and respond to changing market and user demands.
Our success depends heavily upon a variety of factors specific to
the adult LGBTQ community that we serve. Changes in the population size, gender distribution, disposable income, and other demographic characteristics of the global LGBTQ community could have a significant impact on demand for our products and
services and our attractiveness to advertisers who pay to reach our user base.
In addition, changes in the demographic characteristics of the
LGBTQ community could result in shifts in its members’ demands and preferences. The significant diversity within the adult LGBTQ global population further imposes challenges for us to successfully foresee and respond to the changing preferences
and interests of this community. Should we fail to adequately foresee and respond to the demands and preferences of the markets we serve, our business, financial condition, and results of operations would be materially and adversely affected.
Our growth and monetization strategies may
not be successfully implemented or generate sustainable revenue and profit.
To sustain our revenue growth, we must effectively monetize our
user base and expand the monetization of our products and services. Our growth and monetization strategies are constantly evolving. We plan to offer our users more types of subscription packages, additional offers to encourage conversion to
premium (fee-based) subscriptions, and stand-alone for-pay features, among other strategies. In addition, we intend to diversify our advertiser portfolio and strengthen the performance of our online self-service advertising system. However,
these efforts might not be successful and may not justify our investment, or we may not be able to pursue them at all. We have limited and may continue to limit the user data shared with third-party advertising partners, which could have a
negative effect on our ability to maximize our advertising revenue. In addition, we are continuously seeking to balance the growth objectives and monetization strategies with our desire to provide an optimal user experience, and we may not be
successful in achieving a balance that continues to retain and attract users. If our growth and monetization strategies do not generate sustainable revenue, our business, financial condition, and results of operations could be materially
adversely affected.
Our product development, investment, and
other business decisions may not prioritize short-term financial results and may not produce the long-term benefits that we expect.
We frequently make product development and investment decisions
that may not prioritize short-term financial results, if we believe that the decisions benefit the aggregate user experience and will thereby improve our financial performance over the long term. For example, we launched our Grindr 4 Equality
initiative to better serve the
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LGBTQ community and strengthen our brand image without focusing on immediate
financial returns. Likewise, we occasionally launch features that we cannot monetize (and may never be able to monetize), but those features aim to improve the overall user experience and thus improve our long-term financial performance by
driving user engagement and retention, among other potential effects. However, these sorts of decisions may not produce the long-term benefits that we expect, in which case our user growth and engagement, our relationships with partners and
advertisers, and our business, financial conditions, and results of operations could be materially adversely affected.
The failure to attract new advertisers,
the loss of existing advertisers, a deterioration in any of our advertising relationships, or a reduction in their spending could adversely harm our business.
We currently generate a material portion of our revenue from
advertising on our products and services, which is included under our Indirect Revenue. We attract third-party advertisers because of our extensive LGBTQ user base worldwide, among other factors. Any decrease or a slower growth in our user base
or user engagement may discourage new or existing advertisers from advertising on our products and services. The advertisers control their respective development and operation, and we have little input, if any at all, on how their platforms
operate. In addition, we largely do not have control over the type of advertisers or the content of their advertisements on our platform. Any deterioration in our relationship with these platforms, any changes in how they operate their
platforms or in the requirements regarding the content on our platform, or any deterioration in the platforms’ relationships with advertisers that advertise on our platform may materially adversely affect our advertising revenue. Any loss of
existing advertisers or failure to attract new advertisers will materially adversely affect our business, financial condition, and results of operations.
Our advertisers typically do not have long-term advertising
commitments with us. The majority of our advertisers spend only a relatively small portion of their overall advertising budget with us. In addition, certain advertisers may view some of our products and services as controversial, experimental
or unproven. Advertisers will not continue to do business with us, or they will reduce the prices they are willing to pay to advertise with us, if we do not deliver ads and other commercial content in an effective manner, or if they do not
believe that their investment in advertising with us will generate a competitive return relative to other alternatives. Moreover, we rely on the ability to collect and disclose data and metrics for our advertisers to attract new advertisers and
retain existing advertisers. Any restriction, whether by law, regulation, policy, or any other reason, on our ability to collect and disclose data to our advertisers would impede our ability to attract and retain advertisers. Our ability to
collect and disclose data may also be adversely affected by third-parties, such as third-party publishers and platforms. See “—The distribution, marketing of, and access to our products and services depend, in
large part, on third-party platforms and mobile application stores, among other third-party providers. If these third parties limit, prohibit, or otherwise interfere with the distribution or use of our products and services in any material
way, it could materially adversely affect our business, financial condition, and results of operations.”
In addition, we believe that our advertising revenue could also be
adversely affected by many factors both within and beyond our control, including:
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decreases in monthly active users and user growth and engagement, including time spent on our products and services;
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decreased user access to and engagement with us through our mobile products and services;
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the degree to which our users cease or reduce the number of times they engage with ads placed through our products and
services;
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changes in our demographics that make us less attractive to advertisers;
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product changes or inventory management decisions that we make that reduce the size, frequency, or prominence of ads and
other commercial content displayed on our products and services;
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our inability to improve our analytics and measurement solutions that demonstrate the value of our ads and other commercial
content;
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loss of advertising market share to our competitors;
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adverse legal developments relating to advertising, including legislative action, regulatory developments, and litigation;
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competitive developments or advertiser perception of the value of our products and services that change the rates we can
charge for advertising or the volume of advertising on our products and services;
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adverse media reports or other negative publicity involving us or other companies in our industry;
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our inability to create new products and services that sustain or increase the value of our ads and other commercial content;
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changes in the pricing of online advertising;
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difficulty and frustration from advertisers who may need to reformat or change their advertisements to comply with our
guidelines;
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the impact of new technologies that could block or obscure the display of our ads and other commercial content; and
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the impact of macroeconomic conditions and conditions in the advertising industry in general.
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The occurrence of any of these or other factors could result in a
reduction in demand for our ads and other commercial content, which may reduce the prices we receive for our ads and other commercial content, or cause advertisers to stop advertising with us altogether, any of which could negatively affect our
business, financial condition, and results of operation.
We may not be able to charge subscription
fees or premium add-on fees at a sufficient level or raise these fees.
We currently offer two premium (fee-based) subscription versions
of our platform, Grindr Xtra and Grindr Unlimited, each of which offers a wide range of premium services to subscribers through additional features. Subscribers can choose different subscription packages for different periods, with deeper
discounts typically being offered to subscribers who select longer subscription periods. In addition, we at times offer users the option to purchase certain premium add-ons, such as one-day day pass memberships to our premium subscription
versions of the platform, among other premium add-on offers. Given the increasing market competition that we face, the constantly changing user demands and preferences that we must address, and the uncertainties in the overall economic
environment, we may not be able to charge fees at a sufficient level or raise fees, especially in emerging markets.
In addition, our pricing strategies may fail to gain acceptance
among users or compete effectively against our competitors, especially in emerging markets where we have less of an operating history. Moreover, we may be unable to convert our users from our free products and services to our subscription-based
products and services at a sufficient rate, or at all. In any of these events, our business, financial condition, and results of operations could be materially adversely affected.
We have significant internationally sourced
revenue and plan to expand our operations abroad in markets in which we have more limited operating experience. As a result, we may face additional risks in connection with certain of our international operations that could adversely affect our
financial results.
We have significant internationally sourced revenue and plan to
continue the international expansion of our business, including through the translation of our products and services. As of September 30, 2022, we distribute the iOS and Android versions of our Grindr App in 9 and 21 languages, respectively,
and had registered users in most countries and territories in which the Apple App Store and Google Play Store operate (except Cuba, China, Iran, Sudan and Ukraine). Our international revenues represented 38.3%, 37.5%, 35.8%, 42.7%, and 36.7% of
total revenue for the three and nine months ended September 30, 2022, the year ended December 31, 2021, combined Successor 2020 Period and Predecessor 2020 Period (each as defined below), and the year ended December 31, 2019, respectively.
We may enter new international markets and expand our operations
in existing international markets, where we have limited or no experience in marketing, selling, and deploying our products and services. In addition, some or all of our products or services may not be permitted or made available in certain
markets due to legal and regulatory complexities and different societal perceptions of LGBTQ identities. See “—Adverse social and political environments for the LGBTQ community in certain parts of the world,
including actions by governments or other groups, could limit our geographic reach, business expansion, and user growth, any of which could materially and adversely affect our business, financial condition, and results of operation.”
If we fail to deploy, manage, or oversee our international expansion successfully, our business may suffer.
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In addition, we believe that operating internationally,
particularly in countries in which we have more limited experience, exposes us to a number of additional risks both within and beyond our control, including:
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operational and compliance challenges caused by distance, language, and cultural differences;
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political tensions, social unrests, or economic instability, particularly in the countries in which we operate;
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differing levels of social and technological acceptance of our products and services, or lack of acceptance of them
generally;
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low usage and/or penetration of internet-connected consumer electronic devices;
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risks related to the legal and regulatory environment in foreign jurisdictions, including with respect to privacy, data
security and unexpected changes in laws, regulatory requirements, and enforcement;
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potential damage to our brand and reputation due to compliance with local laws, including potential censorship or
requirements to provide user information to local authorities;
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our lack of a critical mass of users in certain markets;
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fluctuations in currency exchange rates;
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higher levels of credit risk and payment fraud;
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enhanced difficulties of integrating any foreign acquisitions;
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burdens of complying with a variety of foreign laws, including multiple tax jurisdictions;
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competitive environments that favor local businesses;
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reduced protection for intellectual property rights in some countries;
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difficulties in staffing and managing global operations and the increased travel, infrastructure, and legal compliance costs
associated with multiple international locations;
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regulations that might add difficulties in repatriating cash earned outside the U.S. and otherwise preventing us from freely
moving cash;
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import and export restrictions and changes in trade regulations;
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political unrest, terrorism, military conflict (such as the conflict involving Russia and Ukraine), war, health and safety
epidemics (such as the COVID-19 pandemic and the 2022 mpox outbreak) or the threat of any of these events;
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export controls and economic sanctions administered by the U.S. Department of Commerce Bureau of Industry and Security and
the U.S. Department of the Treasury Office of Foreign Assets Control and similar regulatory entities in other jurisdictions;
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compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar anti-corruption laws in other
jurisdictions; and
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compliance with statutory equity requirements and management of tax consequences.
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Moreover, geopolitical tensions in or involving countries in which
we operate, such as Russia, may prevent us from operating in certain countries or increase our costs of operating in those countries. See “—A downturn in the global economy, especially in the United States and
Europe, where a substantial majority of our revenue is generated could adversely harm our business.” In addition, if enforcement authorities demand access to our user data, our failure to comply could lead to our inability to operate
in such countries or other punitive acts. For example, in 2018, Russia blocked access to the messaging app Telegram after it refused to provide access to the Russian government to encrypted messages.
The occurrence of any of these or other factors or our failure to
effectively manage the complexity of our global operations could materially adversely affect our international operations, which could, in turn, negatively affect our business, financial condition, and results of operations.
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Our business and results of operations may
be materially adversely affected by the recent COVID-19 pandemic, the 2022 mpox outbreak, or other similar outbreaks.
Our business could be materially adversely affected by the
outbreak of a widespread health epidemic or pandemic, including the recent COVID-19 pandemic and newly declared public health emergencies such as the 2022 mpox outbreak. The COVID-19 pandemic has reached across the globe, resulting in the
implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans intended to control the spread of the virus. While some of these measures have been relaxed over the past few months in various
parts of the world, ongoing social distancing measures, and future prevention and mitigation measures, as well as the potential for some of these measures to be reinstituted in the event of repeat waves of the virus, are likely to have an
adverse impact on global economic conditions and consumer confidence and spending, and could materially adversely affect demand, or our users’ ability to pay, for our products and services. The 2022 mpox outbreak has spread to many regions of
the world, including to regions where we conduct our business operations. We have seen slower active user growth in areas with significant mpox outbreaks. If the mpox outbreak continue to spread, any resulting fluctuation in our user base and
user activity may have a material and adversely affect our business operations and financial results.
A public health epidemic, pandemic or public health emergency,
including COVID-19 and 2022 mpox outbreak, poses the risk that we or our employees, contractors, vendors, and other business partners may be prevented or impaired from conducting ordinary course business activities for an indefinite period,
including due to shutdowns necessitated for the health and well-being of our employees, the employees of business partners, or shutdowns that may be requested or mandated by governmental authorities. In addition, in response to the COVID-19
pandemic, we have taken several precautions that may adversely impact employee productivity, such as moving to a remote-first work environment, imposing travel restrictions within the U.S. and internationally, and temporarily closing office
locations.
A widespread epidemic, pandemic, or other health crisis could also
cause significant volatility in global markets. The COVID-19 pandemic has caused disruption in financial markets, which if it continues or intensifies, could reduce our ability to access capital and thereby negatively impact our liquidity.
We have in the past experienced, and may in the future experience
volatility in our user and revenue growth rates as a result of the COVID-19 pandemic and the 2022 mpox outbreak. We intend to continue to execute on our strategic plans and operational initiatives; however, the uncertainties may result in
delays or modifications to these plans and initiatives. Part of our growth strategy includes increasing the number of international users and expanding into additional geographies. The timing and success of our international expansion may be
negatively impacted by COVID-19, the 2022 mpox outbreak or other disease outbreaks, which could impede our anticipated growth. As we experience volatility or decline in growth rates, investors’ perceptions of our business may be adversely
affected, and the trading price of our shares of common stock may decline.
The ultimate extent of the impact of any epidemic, pandemic, or
other health crisis on our business will depend on multiple factors that are highly uncertain and cannot be predicted, including its severity, location and duration, and actions taken to contain or prevent further its spread. In addition, the
COVID-19 pandemic and the 2022 mpox outbreak could increase the magnitude of many of the other risks described in this prospectus and may have other material adverse effects on Our operations that we are not currently able to predict. If our
business and the markets in which it operates experience a prolonged occurrence of adverse public health conditions, such as COVID-19, the 2022 mpox outbreak and other similar outbreaks, it could materially adversely affect our business,
financial condition, and results of operations.
The forecasts and projections herein are
based upon certain assumptions, analyses, and estimates. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, our actual results may differ materially from those forecasted or projected.
The forecasts and projections, including projected revenue growth,
Adjusted EBITDA Margin and the anticipated market opportunity, growth and penetration, are subject to significant uncertainty and are based on certain assumptions, analyses and estimates, including with reference to third-party forecasts, any
or all of which may prove to be incorrect or inaccurate. These include assumptions, analyses and estimates about future pricing and future costs, all of which are subject to a wide variety of business, regulatory and competitive risks and
uncertainties. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, our actual results may differ materially from those forecasted or projected, adversely affecting the value of Common Stock.
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We depend on our key personnel and we may
not be able to operate or grow our business effectively if we lose the services of any of our key personnel or are unable to attract qualified personnel in the future.
We currently depend on the continued services and performance of
our key personnel, including members of senior management, product development and revenue teams, engineering personnel, and privacy and information security employees, among other key staff. In addition, some of our key technologies and
systems have been, or may be in the future, custom-made for our business by our key personnel. If one or more of our senior management or other key employees cannot or chose not to continue their employment with us, we might not be able to
replace them easily, in a timely manner, or at all. In addition, the risk that competitors or other companies may poach our talent increases as we continue to build our brand and become more well-known. Our key personnel likely have been, and
may continue to be, subject to poaching efforts by our competitors and other internet and high-growth companies, including well-capitalized players in the social media and consumer internet space. The loss of key personnel, including members of
management, product development and revenue teams, engineering personnel, and privacy and information security employees, could disrupt our operations and have a material adverse effect on our business, financial condition, and results of
operations.
Our future success will depend upon our continued ability to
identify, hire, develop, motivate, and retain highly skilled individuals across the globe, with the continued contributions of our senior management being especially critical to our success. We face intense competition in the industry for
well-qualified, highly skilled employees and our continued ability to compete effectively depends, in part, upon our ability to attract and retain new employees. While we have established programs to attract new employees and provide incentives
to retain existing employees, particularly our senior management, we cannot guarantee that we will be able to attract new employees or retain the services of our senior management or any other key employees in the future. Additionally, we
believe that our culture and core values have been, and will continue to be, a key contributor to our success and our ability to foster the innovation, creativity, and teamwork that we believe we need to support our operations. If we fail to
effectively manage our hiring needs and successfully integrate our new hires, or if we fail to effectively manage remote work arrangements resulting from the COVID-19 pandemic, among other factors, our efficiency and ability to meet our
forecasts and our ability to maintain our culture, employee morale, productivity, and retention could suffer, and our business, financial condition, and results of operations could be materially adversely affected.
Finally, effective succession planning will be important to our
future success. If we fail to ensure the effective transfer of senior management knowledge and to create smooth transitions involving senior management across our various businesses, our ability to execute short and long term strategic,
financial, and operating goals, as well as our business, financial condition, and results of operations generally, could be materially adversely affected.
We have limited insurance coverage with
respect to our business and operations.
Although we maintain property insurance, professional liability
insurance, technology error and omission/cyber liability insurance, and commercial general liability insurance, we cannot assure you that our insurance coverage will be sufficient or that future coverage will be available at reasonable costs.
Accordingly, we may determine that we cannot obtain insurance on acceptable terms or at all. However, we have in the past, and may in the future, experience issues obtaining cyber insurance that provides third-party reimbursement or obtaining
such insurance on favorable terms.
In addition, our business disruption insurance covers only loss of
business income sustained due to direct physical loss or damage to property on our premises, and insurance policies covering damage to our IT infrastructure or information technology systems are limited. Any disruptions to our IT
infrastructures or systems or an uncovered business disruption event could result in substantial cost to us and diversion of our resources.
Problems with any insurer, or the general limitations of our
insurance policies, including any applicable retentions or caps, could result in limited coverage for us and cause us to incur significant operating expenses. Additionally, if a significant loss, judgment, claim or other event is not covered by
insurance, the loss and related expenses could harm our business, financial condition and results of operations. The occurrence of any of these or other factors could negatively affect our business, financial condition, and results of
operations.
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We rely on certain key operating metrics
that have not been independently verified to manage our business, we may periodically change our metrics, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
We regularly review metrics, such as MAUs, to evaluate growth
trends, measure our performance, and make strategic decisions. The MAUs are calculated using unique devices that demonstrate activity on our Grindr App on a calendar month basis and the devices counted may not exactly correlate to the number of
users of our Grindr App. The MAUs are also calculated using internal company data gathered on analytics platforms that we developed or deployed and operate, and they have not been validated by an independent third party. In addition, our
internal systems measure MAUs by detecting user activity when users open our Grindr App on their devices, regardless of whether the users engage in any further activities using the application, and therefore these metrics cannot measure the
extent to which our users use our products and services, or accurately estimate the impact that it may have on our financial results. See “Management’s Discussion and Analysis of Financial Condition and Results
of Operations—Key Operating and Financial Metrics” for more details. While these metrics are based on what we believe to be reasonable estimates of our user base for the applicable periods, there are inherent challenges in measuring
how our products and services are used across large populations globally and in accounting for spam accounts (as opposed to genuine users). Our user metrics are also affected by technology on certain mobile devices that automatically runs in
the background of our Grindr App when another phone function is used, and this activity can cause our system to miscount the user metrics associated with such an account. The methodologies used to measure these metrics require significant
judgment and are also susceptible to algorithm or other technical errors. In addition, we are continually seeking to improve our estimates of our user base, and such estimates may change due to improvements or changes in our methodology.
Errors or inaccuracies in our metrics or data could also result in
incorrect business decisions and inefficiencies. For instance, if a significant understatement or overstatement of MAUs were to occur, we may expend resources to implement unnecessary business measures or fail to take required actions to
attract a sufficient number of users to satisfy our growth strategies. We continually seek to address technical issues in our ability to record such data and improve our accuracy, but given the complexity of the systems involved, the rapidly
changing nature of mobile devices and systems, how our platform manages identity, and the way our users use the Grindr App, we expect these issues to continue. We are currently exploring and developing an alternative identifier in an effort to
capture different use cases on our platform, such as when a user logs into their account from multiple devices or when users periodically uninstall and then reinstall our Grindr App. This identifier may not be applicable retroactively to
historical data. This technology is still nascent, and it may be some time before we determine the resultant data is reliable or useful. To the extent we switch to reporting MAU data in the future based on this alternative identifier, it may be
difficult for investors to evaluate period over period comparisons of these metrics. We may periodically change the metrics we use for internal or external reporting purposes. If advertisers, partners, or investors do not perceive our user,
geographic, or other demographic metrics to be accurate representations of our user base, or if we discover material inaccuracies in our user, geographic, or other demographic metrics, our reputation may be seriously harmed. If customers,
platform partners, or investors do not perceive our user, geographic, or other demographic metrics to be accurate representations of our user base or user engagement, or if we discover material inaccuracies in our user, geographic, or other
demographic metrics, our reputation may be materially adversely impacted and users, platform partners, and investors may be less willing to allocate their resources or spending to our Grindr App, any of which could materially negatively affect
our business, financial condition, and results of operation.
Foreign currency exchange rate fluctuations
could materially adversely affect our results of operations.
We operate in various international markets. During the three and
nine months ended September 30, 2022, the year ended December 31, 2021, the combined Successor 2020 Period and Predecessor 2020 Period and the year ended December 31, 2019, our international revenue represented 38.3%, 37.5%, 35.8%, 42.7% and
36.7% of our total revenue, respectively. We translate international revenues into U.S. dollar-denominated operating results, and during periods of a strengthening U.S. dollar, our international revenues will be reduced when translated into
U.S. dollars. In addition, as foreign currency exchange rates fluctuate, the translation of our international revenues into U.S. dollar-denominated operating results affects the period-over-period comparability of such results and can result in
foreign currency exchange gains and losses.
We have exposure to foreign currency exchange risk related to
transactions carried out in a currency other than the U.S. dollar, and investments in foreign subsidiaries with a functional currency other than the U.S. dollar.
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Brexit has caused, and may continue to cause, volatility in
currency exchange rates between the U.S. dollar and the British pound, or GBP, and the full impact of Brexit remains uncertain. To the extent that the U.S. dollar strengthens relative to the GBP, the translation of our international revenues
into U.S. dollars will reduce its U.S. dollar denominated operating results and will affect their period-over-period comparability. See “—Risks Related to Regulation and Litigation—Legal, political, and
economic uncertainty surrounding the exit of the United Kingdom from the European Union, or Brexit, and the implementation of the trade and cooperation agreement between the United Kingdom and the European Union could have a material adverse
effect on our business.”
Significant foreign exchange rate fluctuations, in the case of one
currency or collectively with other currencies, could materially adversely affect our business, financial condition, and results of operations.
Risks Related to Information Technology Systems
and Intellectual Property
Security breaches, unauthorized access to or
disclosure of our data or user data, other hacking and phishing attacks on our systems, or other data security incidents could compromise sensitive information related to our business and/or user personal data processed by us or on our behalf
and expose us to liability, which could harm our reputation, generate negative publicity, and materially and adversely affect our business.
Our products and services and the operation of our business
involve the collection, storage, processing, and transmission of data, including personal data regarding our users. The information systems that store and process such data are susceptible to increasing threats of continually evolving
cybersecurity risks. Cyber-attacks by third parties seeking unauthorized access to confidential or sensitive data, including personal data regarding our users, or seeking to disrupt our ability to provide services, have become prevalent in our
industry. We may also face attempts to create false or undesirable user accounts or take other actions for the purposes of spamming, spreading misinformation or other objectionable ends. Given our Grindr App's popularity and user demographics,
bad actors may attempt to target or exploit our systems or users. We face an ever-increasing number of threats to our information systems from a broad range of potential bad actors, including foreign governments, criminals, competitors,
computer hackers, cyber terrorists, and politically or socially motivated groups or individuals, and we have previously experienced various attempts to access our information systems. These threats include physical or electronic break-ins,
security breaches from inadvertent or intentional actions by our employees, contractors, consultants, and/or other third parties with otherwise legitimate access to our systems, website, or facilities, or from cyber-attacks by malicious third
parties which could breach our data security and disrupt our systems. The motivations of such actors may vary, but breaches that compromise our information technology systems can cause interruptions, delays, or operational malfunctions, which,
in turn, could have a material adverse effect on our business, financial condition, and results of operations.
In addition, the risks related to a security breach or disruption,
including through a distributed denial-of-service, or DDoS, attack, computer and mobile malware, worms, viruses, social engineering (predominantly spear phishing attacks), attempts to misappropriate customer information, including credit card
information and account login credentials, and general hacking, have become more prevalent in our industry and these risks have generally increased as the number, intensity, and sophistication of attempted attacks and intrusions from around the
world have increased. Ransomware attacks, including those perpetrated by organized criminal threat actors, nation-states, and nation-state supported actors, are also becoming increasingly prevalent and severe and can lead to significant
interruptions in our operations, loss of data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to,
for example, applicable laws or regulations prohibiting payments.
Security incidents or disruptions have occurred on our systems in
the past, and they will continue to occur in the future and may be inherently difficult to detect for long periods of time. As a result of our market leader position, the size of our user base, and the types and volume of personal data on our
systems, we believe that we are a particularly attractive target for such breaches and attacks, including from highly sophisticated, state-sponsored, or otherwise well-funded actors. Though it is difficult to determine what, if any, harm may
directly result from any specific interruption or attack, any failure to maintain performance, reliability, security, and availability of our products and services and technical infrastructure to the satisfaction of our users may harm our
reputation and our ability to retain existing users and attract new users, as well as generate negative publicity.
Although we have devoted and continue to devote significant
resources to protect our data and user data, we cannot assure you that such measures will provide absolute security and we may also incur significant costs in protecting against or remediating cyberattacks. In addition, some of the user data we
collected is stored in facilities provided by third parties which are beyond our control. Any failure to prevent or mitigate security breaches and
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unauthorized access to or disclosure of our data or user data, including personal
information, content, or payment information from users, or information from marketers, could result in the loss, modification, disclosure, destruction, or other misuse of such data, which could subject us to legal liability, including
investigations by regulatory authorities and/or litigation that could result in liability to third parties, harm our business and reputation, and diminish our competitive position. We may incur significant costs in protecting against or
remediating such incidents and as cybersecurity incidents continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measure or to investigate and remediate any information
security vulnerabilities. Our efforts to protect our confidential and sensitive data, the data of our users or other personal information we receive, and to disable undesirable activities on our platform, may also be unsuccessful due to
software bugs or other technical malfunctions; employee, contractor, or vendor error or malfeasance, including defects or vulnerabilities in our service providers’ information technology systems or offerings; government surveillance; breaches
of physical security of our facilities or technical infrastructure; or other threats that may surface or evolve.
In addition, third parties may attempt to fraudulently induce
employees or users to disclose information to gain access to our data or our users’ data. Although we have developed systems and processes that are designed to protect our data and user data, to prevent data loss, to disable undesirable
accounts and activities on our platform, and to prevent or detect security breaches, we cannot assure you that such measures will be successful, that we will be able to anticipate or detect all cyber-attacks or other breaches, that we will be
able to react to cyber-attacks or other breaches in a timely manner, or that our remediation efforts will be successful. We may also incur significant legal and financial exposure, including legal claims, higher transaction fees, and regulatory
fines and penalties because of any compromise or breach of our systems or data security, or the systems and data security of our third-party providers. Any of the foregoing could have a material adverse effect on our business, financial
condition, and results of operations.
Moreover, supply-chain attacks have increased in frequency and
severity, and we cannot guarantee that third parties and infrastructure in our supply chain have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information
technology systems (including our products and services) or the third-party information technology systems that support us and our services. Some of our partners may receive or store information provided by us or by our users through mobile or
web applications integrated with our Grindr App, and we use third-party service providers to store, transmit, and otherwise process certain confidential, sensitive, or personal information on our behalf. If these third parties fail to adopt or
adhere to adequate data security practices, or in the event of a breach of their networks, our data or our users’ data may be improperly accessed, used, or disclosed, which could subject us to legal liability. We cannot control such third
parties and cannot guarantee that a security breach will not occur on their systems. Although we may have contractual protections with our third-party service providers, contractors, and consultants, any actual or perceived security breach
could harm our reputation and brand, expose us to potential liability or require us to expend significant resources on data security and in responding to any such actual or perceived breach. Any contractual protections we may have from our
third-party service providers, contractors, or consultants may not be sufficient to adequately protect us from any such liabilities and losses, and we may be unable to enforce any such contractual protections.
While our insurance policies include liability coverage for
certain of these matters, if we experience a significant security incident, we could be subject to liability or other damages that exceed our insurance coverage and we cannot be certain that such insurance policies will continue to be available
to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. See “—Risks Related to our Brand, Products and Services, and Operations—We have limited
insurance coverage with respect to our business and operations.” The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies,
including premium increases or the imposition of large deductible or coinsurance requirements, could have a material adverse effect on our business, financial condition, and results of operations.
The occurrence of any of these or other factors could negatively
affect our business, financial condition, and results of operations.
Our success depends, in part, on the
integrity of our information technology systems and infrastructures and on our ability to enhance, expand, and adapt these systems and infrastructures in a timely and cost-effective manner.
Our reputation and ability to attract, retain, and serve users
depends on the reliable performance of our products and services and our underlying technology infrastructure. Our products and services and systems rely on highly
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technical and complex software and hardware, and they depend on the ability of
such software and hardware to store, retrieve, process, and manage immense amounts of data. While we have not experienced any material outages in the recent past, we have in the past experienced performance delays and other glitches, and we
expect to face similar issues in the future. In addition, our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays, other glitches, or outages that could make some or all of our
systems or data temporarily unavailable and prevent our products and services from functioning properly for our users. Any such interruption could arise for any number of reasons, including human errors, and could materially and adversely
affect our business, financial condition, and results of operations.
Moreover, our systems and infrastructures are vulnerable to damage
from fire, power loss, hardware and operating software errors, cyber-attacks, technical limitations, telecommunications failures, acts of God, and similar events. While we have back-up systems in place for certain aspects of our operations, not
all of our systems and infrastructures have redundancies or back-up systems. In addition, disaster recovery planning can never account for all possible eventualities and our property and business interruption insurance coverage may not be
adequate to compensate us fully for any losses that we may suffer. Any interruptions or outages, regardless of the cause, could negatively impact our users’ experiences with our products and services, tarnish our reputations and decrease demand
for our products and services, and result in significant negative publicity, any of which could materially adversely affect our business, financial condition, and results of operations. Moreover, even if detected, the resolution of such
interruptions may take a long time, during which customers may not be able to access, or may have limited access to, our products and services.
We also continually work to expand and enhance the efficiency and
scalability of our technology and network systems to improve the experience of our users, accommodate substantial increases in the volume of traffic to our various products and services, ensure acceptable load times for our products and
services, and keep up with changes in technology and user preferences. Any failure to do so in a timely and cost-effective manner could materially adversely affect our users’ experience with our various products and services, thereby negatively
impacting the demand for our products and services, and could increase our costs, any of which could materially adversely affect our business, financial condition, and results of operations.
If the security of personal and confidential
or sensitive user information that we maintain and store is breached, or otherwise accessed by unauthorized persons, it may be costly to remediate such breach, it may generate negative publicity, and our reputation could be harmed.
We receive, process, store, and transmit a significant amount of
personal information regarding our users and other confidential or sensitive information, including user-to-user communications, and personal information of our employees and users, and enable our users to share their personal information,
including some which may be interpreted as special or sensitive information under certain privacy and data protection regulations, with each other through their public Grindr profiles or private in-App messages. In some cases, we engage
third-party service providers to store this information. We continuously develop and maintain systems to protect the security, integrity, and confidentiality of this information, but we have experienced past incidents of inadvertent or
unauthorized use or disclosure of such information. See “—Risks Related to our Brand, Products and Services, and Operations—Unfavorable media coverage could materially and adversely affect our business, brand,
or reputation.” In addition, we may in the future experience additional incidents of inadvertent or unauthorized use or disclosure of information, or third parties may gain unauthorized access to information despite our efforts. When
such incidents occur, we may not be able to remedy them, we may be required by law to notify regulators and individuals whose personal information was used or disclosed without authorization, we may be subject to claims against us, including
government enforcement actions or investigations, fines and litigation, we may be subject to negative publicity, and we may have to expend significant capital and other resources to mitigate the impact of such events, including developing and
implementing protections to prevent future events of this nature from occurring. When breaches of our or our third-party service providers’ and partners’ information technology systems occur or unauthorized access to any of the confidential,
sensitive, or other personal information that we collect or process occurs, the perception of the effectiveness of our security measures, the security measures of our partners, and our reputation may be harmed, we may lose current and potential
users and the recognition of our brand and our brand’s competitive positions may be diminished, any of which could materially adversely affect our business, financial condition, and results of operations.
The occurrence of any of these or other factors could negatively
affect our business, financial condition, and results of operations.
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We are subject to risks related to credit
card payments, including data security breaches and fraud that we or third parties experience or additional regulation, any of which could materially adversely affect our business, financial condition, and results of operations.
In addition to purchases through the Apple App Store and the
Google Play Store, we accept payment from our users through certain other online payment service providers, and we expect to explore and implement additional payment mechanisms based in part upon Apple’s recent announcement that it would allow
app developers to process payments for subscriptions and other premium add-ons outside of Apple’s payment system. See “—Risks Related to our Brand, Products and Services, and Operations—We rely primarily on the
Apple App Store and Google Play Store as the channels for processing of payments. In addition, access to our products and services depends on mobile app stores and other third parties such as data center service providers, as well as third
party payment aggregators, computer systems, internet transit providers and other communications systems and service providers. Any deterioration in our relationship with Apple, Google either of them or other such third parties may negatively
impact our business.” The ability to process credit card information or other account charges on a real-time basis without having to proactively reach out to the consumer each time we process an auto-renewal payment or a payment for
the purchase of a premium feature on any of our products and services will be critical to our success and to a seamless experience for our users. When we or a third party experiences a data security breach involving credit card information,
affected cardholders will often cancel their credit cards. In the case of a breach experienced by a third party, the more sizable the third party’s customer base and the greater the number of credit card accounts impacted, the more likely it is
that our users would be impacted by such a breach. To the extent our users are ever affected by such a breach experienced by us or a third party, affected users would need to be contacted to obtain new credit card information and process any
pending transactions. It is likely that we would not be able to reach all affected users, and even if we could, some users’ new credit card information may not be obtained and some pending transactions may not be processed, which could
materially adversely affect our business, financial condition, and results of operations.
In addition, even if our users are not directly impacted by a
given data security breach, they may lose confidence in the ability of service providers to protect their personal information generally, which could cause them to stop using their credit cards online and choose alternative payment methods that
are not as convenient for us or restrict our ability to process payments without significant cost or user effort.
Moreover, if we fail to adequately prevent fraudulent credit card
transactions, we may face litigation, fines, governmental enforcement action, civil liability, diminished public perception of our security measures, significantly higher credit card-related costs and substantial remediation costs, or refusal
by credit card processors to continue to process payments on our behalf, any of which could materially adversely affect our business, financial condition, and results of operations.
Finally, the passage or adoption of any legislation or regulation
affecting the ability of service providers to periodically charge consumers for, among other things, recurring subscription payments may materially adversely affect our business, financial condition, and results of operations. For example,
pursuant to the U.K.’s Payment Services Regulations 2017, banks and other payment services providers must develop and implement strong customer authentication protocols by March 14, 2022, to ensure that the person requesting access to an
account or trying to make a payment has the necessary authority and permission. This implementation could materially adversely affect our payment authorization rate and user experience in connection with payments. In addition, many U.S. states
are considering similar legislation or regulation, or changes to existing legislation or regulation governing subscription payments. While we will monitor and attempt to comply with these legal developments, we may in the future be subject to
claims under such legislation or regulation.
The occurrence of any of these or other factors could negatively
affect our business, financial condition, and results of operations.
Our success depends, in part, on the
integrity of third-party systems and infrastructures and on continued and unimpeded access to our products and services on the internet.
We rely on third parties, primarily data center and cloud-based,
hosted web service providers, such as Amazon Web Services, as well as software development services, computer systems, internet transit providers, and other communications systems and service providers, in connection with the provision of our
products and services generally, as well as to facilitate and process certain transactions with our users. See “—Risks Related to our Brand, Products and Services, and Operations—The distribution, marketing of,
and access to our products and services
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depends, in large part, on third-party platforms and mobile
application stores, among other third-party providers. If these third parties limit, prohibit, or otherwise interfere with the distribution or use of our products and services in any material way, it could adversely affect our business,
financial condition, and results of operations.” We have no control over any of these third parties or their operations. While we seek actively reduce risk by trying to minimize reliance on any single third
party or our operations, and by creating back-up systems where possible, we cannot guarantee that third-party providers will not experience system interruptions, outages or delays, or deterioration in the performance.
Problems or insolvency experienced by any of these third-party
providers, the telecommunications network providers with which we or they contract, the systems through which telecommunications providers allocate capacity among their customers, or any other providers or related services, could also
materially and adversely affect us. Any changes in service levels at our data centers or any interruptions, outages, or delays in our systems or those of our third-party providers, or deterioration in the performance of these systems, could
impair our ability to provide our products and services or process transactions with our users, which could materially adversely impact our business, financial condition, and results of operations. In addition, if we need to migrate our
business to different third-party providers because of any such problems or insolvency, it could impact our ability to retain our existing users or add new users, among other materially adverse effects. See “—Risks
Related to our Brand, Products and Services, and Operations—If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products and services or do not convert to paying users, our
revenue, financial results, and business may be significantly harmed.”
The occurrence of any of these or other factors could negatively
affect our business, financial condition, and results of operations.
Our products and services and internal
systems rely on highly technical software and, if it contains undetected errors or vulnerabilities, we could be subject to liability and our business could be materially adversely affected.
As explained above, our products and services and internal systems
rely on highly technical and complex software, including software developed or maintained internally and/or by third parties. In addition, our products and services and internal systems depend on the ability of such software to store, retrieve,
process, and manage immense amounts of data. The software on which we rely has contained, and may now and in the future contain, undetected errors, bugs, or vulnerabilities. Some errors may only be discovered after the code has been released
for external or internal use and can manifest in any number of ways in our products and services, including through diminished performance, security vulnerabilities, malfunctions, or even permanently disabled products and services. Errors,
bugs, vulnerabilities, or other defects within the software on which we rely have in the past, and may in the future, result in a negative experience for users and marketers who use our products and services, delay product introductions or
enhancements, result in targeting, measurement, or billing errors, compromise our ability to protect the data of our users and/or our intellectual property, result in negative publicity, or lead to reductions in our ability to provide some or
all of our services. In addition, any errors, bugs, vulnerabilities, or defects discovered in the software on which we rely, and any associated degradations or interruptions of service, could result in damage to our reputation, loss of users,
loss of revenue, or liability for damages, any of which could adversely affect our business, financial condition, and results of operations.
We could also face claims for product liability, tort, breach of
warranty, or other causes of action. Although our Terms and Conditions of Service contain provisions relating to warranty disclaimers and liability limitations, among other provisions our Terms and Conditions of Service or, these contractual
terms may not be upheld or enforceable in all jurisdictions in which we distribute our products and services, and they may not offer us any protections from liability in potential legal action. In addition, defending a lawsuit, regardless of
its merit, is costly and may divert management’s attention and seriously harm our reputation and our business. Moreover, if our liability insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, our
business could be adversely affected. See “—Risks Related to our Brand, Products and Services, and Operations—We have limited insurance coverage with respect to our business and operations.”
The occurrence of any of these or other factors could negatively
affect our business, financial condition, and results of operations.
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From time to time, we are party to
intellectual property-related litigations and proceedings that are expensive and time consuming to defend, and, if resolved adversely, could materially adversely impact our business, financial condition, and results of operations.
We may become party to disputes from time to time over rights and
obligations concerning our intellectual property or intellectual property held by third parties, and we may not prevail in these disputes. Companies on the internet, technology, and social media industries are frequently involved in litigation
based upon allegations of infringement of intellectual property rights, unfair competition, invasion of privacy, defamation, and other violations of other parties’ rights. Many companies in these industries, including many of our competitors,
have substantially larger intellectual property portfolios than we do (and substantially more resources), which could make us a target for litigation as we may not be able to assert counterclaims against parties that sue us for infringement,
misappropriation, or other violations of patent or other intellectual property rights. In addition, various “non-practicing entities” that own patents and other intellectual property rights often attempt to assert claims to extract value from
technology companies. Given that these patent holding companies or other adverse intellectual property rights holders typically have no relevant product revenue, our own issued or pending patents and other intellectual property rights may
provide little or no deterrence to these rights holders in bringing intellectual property rights claims against us. From time to time we receive claims from third parties which allege that we have infringed upon their intellectual property
rights, and we have also been a party to several patent infringement litigations from such third parties. Further, from time to time we may introduce new products and services, product features and services, including in areas where we
currently do not have an offering, which could increase our exposure to patent and other intellectual property claims from competitors and non-practicing entities. In addition, some of our agreements with third-party partners require us to
indemnify them for certain intellectual property claims asserted against them, which could require us to incur considerable costs in defending such claims and may require us to pay significant damages in the event of an adverse ruling. Such
third-party partners may also discontinue their relationships with us because of injunctions or otherwise, which could result in loss of revenue and adversely impact our business operations.
In addition, although we try to ensure that our employees and
consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees or consultants have inadvertently or otherwise used or disclosed intellectual property,
including trade secrets, software code or other proprietary information, of a former employer or other third parties. Litigation may be necessary to defend against these claims and, if we fail in defending any such claims, in addition to paying
monetary damages, we may lose valuable intellectual property rights or personnel. Furthermore, although we generally require our employees and contractors who may be involved in the conception or development of intellectual property to execute
agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own. Moreover, any such assignment of
intellectual property rights may not be self-executing, the assignment agreements may be breached or the agreements may not effectively assign ownership of relevant intellectual property rights to us, and we may be forced to bring claims
against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property.
As we face increasing competition and develop new products and
services, we expect the number of patent and other intellectual property claims against us may grow. There may be intellectual property or other rights held by others, including issued or pending patents, that cover significant aspects of our
products and services, and we cannot be sure that we are not infringing or violating, and have not infringed or violated, any third-party intellectual property rights or that we will not be held to have done so or be accused of doing so in the
future.
Any litigation of this nature, regardless of outcome or merit,
could result in substantial costs and diversion of management and technical resources. Some of our competitors have substantially greater resources than we do and can sustain the costs of complex intellectual property litigation to a greater
degree and for longer periods of time than we could. The outcome of any litigation is inherently uncertain, and there can be no assurances that favorable final outcomes will be obtained in all cases. In addition, third parties may seek, and we
may become subject to, preliminary or provisional rulings during any such litigation, including potential preliminary injunctions requiring us to cease some or all of our operations. We may decide to settle such lawsuits and disputes on terms
that are unfavorable to us or that require us to make material changes to our business. Similarly, if any litigation to which we are a party is resolved adversely, we may be subject to an unfavorable judgment that may not be reversed upon
appeal, including being subject to a permanent injunction and being required to pay substantial monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s intellectual property rights.
The terms of such a settlement or judgment may require us to cease some or all of our operations or pay substantial
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amounts to the other party. In addition, we may have to seek a license to continue
practices found to be in violation of a third-party’s rights. If we are required or choose to enter into royalty or licensing arrangements, such arrangements may not be available on reasonable terms, or at all, and may significantly increase
our operating costs and expenses. Such arrangements may also only be available on a non-exclusive basis such that third parties, including our competitors, could have access to the same licensed technology to compete with us. As a result, we
may also be required to develop or procure alternative non-infringing technology, which could require significant effort, time and expense or discontinue use of the technology or practices, which could negatively affect the user experience or
may not be feasible. There also can be no assurance that we would be able to develop or license suitable alternative technology to permit us to continue offering the affected products or services. If we cannot develop or license alternative
technology for any allegedly infringing aspect of our business, we would be forced to limit our products and services and may be unable to compete effectively. Furthermore, because of the substantial amount of discovery required in connection
with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. Any of the foregoing, and any unfavorable resolution of such disputes and
litigation, would materially and adversely impact our business, financial condition, and results of operations.
The occurrence of any of these or other factors could negatively
affect our business, financial condition, and results of operations.
We may fail to adequately protect our
intellectual property rights or to prevent third parties from making unauthorized use of such rights, and our registered intellectual property is subject to challenge.
Our intellectual property is a material asset of our business, and
our success depends in part on our ability to protect our proprietary rights and intellectual property. For example, we heavily rely upon our trademarks, designs, copyrights, and related domain names, social media handles, and logos to market
our brand and to build and maintain brand loyalty and recognition. We rely upon patented and patent-pending proprietary technologies and trade secrets, as well as a combination of laws, and contractual restrictions, including confidentiality
agreements with employees, customers, users, suppliers, affiliates, and others, to establish, protect, and enforce our various intellectual property rights. For example, we have generally registered and continue to apply to register and renew,
or secure by contract where appropriate, trademarks and service marks as they are developed and used, and reserve, register, and renew domain names and social media handles as we deem appropriate. If our trademarks and trade names are not
adequately protected, then we may not be able to build and maintain name recognition in our markets of interest and our business may be adversely affected. In addition, effective intellectual property protection may not be available or may not
be sought in every country in which our products and services are made available, or in every class of goods and services in which we operate, and contractual disputes may affect the use of marks governed by private contract. Our registered or
unregistered trademarks or trade names may be challenged, infringed, circumvented, declared generic, or determined to be infringing on other marks. Our competitors may also adopt trade names or trademarks like ours, thereby impeding our ability
to build brand identity and possibly leading to market confusion. Similarly, not every variation of a domain name or social media handle may be available or be registered by us, even if available. The occurrence of any of these events could
result in the erosion of our brand and limit our ability to market our brand using our various domain names and social media handles, as well as impede our ability to effectively compete against competitors with similar technologies or products
and services, any of which could materially adversely affect our business, financial condition, and results of operations.
We cannot guarantee that our efforts to obtain and maintain
intellectual property rights are adequate, that we have secured, or will be able to secure, appropriate permissions or protections for all of the intellectual property rights we use or rely on. Even in cases where we seek intellectual property
registration or other protections, there is no assurance that the resulting registration, issuance or other protection will effectively protect every significant feature of our products and services. Moreover, even if we can obtain intellectual
property rights, any challenge to our intellectual property rights could result in them being narrowed in scope or declared invalid or unenforceable. In addition, third parties may also knowingly or unknowingly infringe our proprietary rights,
third parties may challenge proprietary rights held by us, and pending and future trademark and patent applications may not be approved. Other parties may also independently develop technologies that are substantially similar or superior to
ours and we may not be able to stop such parties from using such independently developed technologies from competing with us. These circumstances make it challenging for us to protect our intellectual property rights and may materially
adversely impact our business.
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In addition, our intellectual property rights and the
enforcement or defense of such rights may be affected by developments or uncertainty in laws and regulations relating to intellectual property rights. Moreover, many companies have encountered, and may in the future encounter, significant
problems in protecting and defending intellectual property rights in foreign jurisdictions, particularly in emerging markets. The legal systems of some foreign jurisdictions may not favor the enforcement of patents, trade secrets, and other
intellectual property protection, which could make it difficult for us to stop the infringement, misappropriation, or other violation of our intellectual property or marketing of competing products and services in violation of our intellectual
property rights generally.
We also may be forced to bring claims against third parties to
determine the ownership of what we regard as our intellectual property or to enforce our intellectual property against infringement, misappropriation, or other violations by third parties. However, the measures we take to protect our
intellectual property from unauthorized use by others may not be effective and there can be no assurance that our intellectual property rights will be sufficient to protect against others offering products or services that are substantially
similar or superior to ours and that compete with our business. We may not prevail in any intellectual property-related proceedings that we initiate against third parties. In addition, in any such proceedings or in proceedings before patent,
trademark, and copyright agencies, our asserted intellectual property could be found to be invalid or unenforceable, in which case we could lose valuable intellectual property rights. Moreover, even if we are successful in enforcing our
intellectual property against third parties, the damages or other remedies awarded, if any, may not be commercially meaningful. Regardless of whether any such proceedings are resolved in our favor, such proceedings could cause us to incur
significant expenses and could disrupt our business and distract our personnel from their normal responsibilities. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant
commercial advantage from the intellectual property that we develop or license.
In addition, despite any measures we take to protect our
intellectual property, our intellectual property rights may still not be protected in a meaningful manner, challenges to contractual rights could arise, or third parties could copy or otherwise obtain and use our intellectual property without
authorization. The occurrence of any of these events could result in the erosion of our brand and limit our ability to market our products and services using our intellectual property, as well as impede our ability to effectively compete
against competitors with similar technologies, any of which could adversely affect our business, financial condition, and results of operations. The occurrence of any of these or other factors could negatively affect our business, financial
condition, and results of operations.
We have obtained certain patents that are material to the
operation of our applications, e.g., our patent titled “Systems and methods for providing location-based cascading displays” (the “Cascade Patent”). However, we cannot offer any assurances that the
Cascade Patent or any other patent we may obtain in the future may be found valid or enforceable if challenged or otherwise threatened by third parties. Any successful opposition to these patents or any other patents owned by or, if applicable
in the future, licensed to us could deprive us of rights necessary for the successful commercialization of products and services that we may develop. Since patent applications in the United States and most other countries are confidential for a
period of time after filing (in most cases 18 months after the filing of the priority application), we cannot be certain that we were the first to file on the technologies covered in several of the patent applications related to our
technologies or products and services. Furthermore, a derivation proceeding can be provoked by a third party, or instituted by the United States Patent and Trademark Office (“USPTO”), to determine who was
the first to invent any of the subject matter covered by the patent claims of our applications.
Patent law can be highly uncertain and involve complex legal and
factual questions for which important principles remain unresolved. In the United States and in many international jurisdictions, policy regarding the breadth of claims allowed in patents can be inconsistent and/or unclear. The United States
Supreme Court and the Court of Appeals for the Federal Circuit have made, and will likely continue to make, changes in how the patent laws of the United States are interpreted. Similarly, international courts and governments have made, and will
continue to make, changes in how the patent laws in their respective countries are interpreted. We cannot predict future changes in the interpretation of patent laws by United States and international judicial bodies or changes to patent laws
that might be enacted into law by United States and international legislative bodies.
Moreover, in the United States, the Leahy-Smith America Invents
Act, or the Leahy-Smith Act, enacted in September 2011, brought significant changes to the United States patent system, including a change from a “first to invent” system to a “first to file” system. Other changes in the Leahy-Smith Act affect
the way patent applications are prosecuted, redefine prior art and may affect patent litigation. The USPTO developed new regulations and
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procedures to govern administration of the Leahy-Smith Act, and many of the
substantive changes to patent law associated with the Leahy-Smith Act became effective on March 16, 2013. The Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent
applications and the enforcement or defense of our issued patents, which could have a material adverse effect on our business and financial condition.
Our use of “open-source” software could
subject our proprietary software to general release, adversely affect our ability to sell our products and services, and subject us to possible legal action.
From time to time, we make software source code and other
technology we develop available for licensing under open-source licenses. In addition, we or third parties include open-source software in connection with a portion of our products and services and, and we expect to continue to use open-source
software in the future. Open-source software is generally licensed by its authors or other third parties under open-source licenses. From time to time, companies that use third-party open-source software have faced claims challenging the use of
such open-source software and requesting compliance with the open-source software license terms.
Furthermore, from time to time, we may face claims from others
challenging our use of open-source software, claiming ownership of, or seeking to enforce the license terms applicable to such open-source software, including by demanding release of the open-source software, derivative works, or the
proprietary source code that we have developed using such software. We may also be subject to suits by parties claiming ownership of what we believe to be open-source software or claiming non-compliance with the applicable open-source licensing
terms. These claims could result in litigation and could require us to make our software source code freely available, seek licenses from third parties to continue offering our products and services for certain uses, or cease offering the
products and services associated with the open-source software unless and until we can re-engineer them to avoid infringement, any of which may materially adversely affect our business, financial condition, and results of operations. In
addition, if the license terms for the open-source code change, we may be forced to re-engineer our software or incur additional costs, which could be very costly. Moreover, the terms of many open-source licenses to which we are subject have
not been interpreted by U.S. or foreign courts. Accordingly, we face a risk that open-source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market or provide our products
and services.
In addition, the use of third-party open-source software typically
exposes us to greater risks than the use of third-party commercial software because open-source licensors generally do not provide warranties or controls on the functionality or origin of the software. Use of open-source software may also
present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our platform.
The occurrence of any of these or other factors could negatively
affect our business, financial condition, and results of operations.
If the use of third-party cookies or other
tracking technology is rejected by our users, restricted by third parties outside of our control, or otherwise subject to unfavorable regulation, our performance could be negatively impacted and we could incur revenue loss.
We employ a number of technologies that collect information about
our users. For instance, we use third-party Software Development Kits (“SDKs”) within our Grindr App. SDKs are industry-standard technology which allows app developers to develop applications for specific
platforms. SDKs also allow app developers to enhance app functionality and offer features such as advertising, account creation via third-party platforms (e.g., Login with Google), and user analytics. Similar to SDKs on our mobile app, we
utilize small text files, commonly referred to as “cookies,” placed through a browser on a user’s machine which corresponds to a data set that we keep on our servers, to gather relevant data when users visit our website. Our cookies collect
personal information regarding to the user’s visits and experiences, such as location-based information about the user’s device through the use of our cookies and other tracking technologies. We use these technologies to provide a more seamless
user experience and collect, aggregate and/or detect and prevent irregular or fraudulent activities. However, users may delete or block cookies in their internet browsers, and users can decline consent for certain non-essential SDKs via our
mobile consent management platform (“CMP”). In addition, companies such as Google have disclosed their intention to move away from third-party cookies to another form of persistent unique identifier, or
ID, to identify individual internet users or internet-connected devices. If our cookies cannot function as designed or companies do not use
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shared IDs across the entire ecosystem, then our ability to recognize, record or
track users could be negatively affected, which may reduce the effectiveness of our services and marketing efforts.
We may also experience challenges in obtaining appropriate consent
to our use of cookies from users, which may adversely affect our operations and business. In addition, we may not be able to develop or implement additional tools that compensate for the lack of data associated with cookies. Even if we are able
to do so, such additional tools may be subject to further regulation, time consuming to develop or costly to obtain, and less effective than the current use of cookies, which may, in turn, materially and adversely affect our business, results
of operations and financial condition.
Risks Related to Regulation and Litigation
We have identified material weaknesses in our
internal control over financial reporting which, if not corrected, could affect the reliability of our consolidated financial statements, and have other adverse consequences.
In connection with the audits of our consolidated financial
statements for the years ended December 31, 2021, 2020, and 2019, and continuing into 2022 material weaknesses in our internal control over financial reporting were identified in relation to (i) the appropriateness and sufficiency of
management’s review controls for unusual and nonrecurring transactions, (ii) the appropriateness and sufficiency of management’s review controls around the underlying data and bookings reporting from the mobile application platforms upon which
we rely in order to record direct revenue, a currently manual process, and (iii) as a result of the above, the accuracy and timeliness of our financial statement closing process. A material weakness is a deficiency or combination of
deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis.
The identified material weaknesses could result in a material
misstatement to our consolidated financial statements that may not be prevented or detected. Given that we operated as a private company prior to the Business Combination, we did not have the necessary formalized processes to effectively
implement review controls within our internal control over financial reporting.
We have implemented the following actions to remediate the
material weaknesses described above. These remediation measures are ongoing and include the following:
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hiring additional technical personnel to bolster our accounting capabilities and capacity, including the evaluation of
technical and reporting accounting materials;
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designing and implementing an automatic intake process with respect to direct revenue information from third parties,
engaging tax consultants to regularly review changes in tax requirements in applicable jurisdictions for appropriate tax assessment, and conducting monthly review processes to enhance direct revenue information accuracy;
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designing and implementing appropriate modules in our financial systems to automate manual reconciliations and calculations;
and
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evaluating, designing and implementing the internal controls and procedures with respect to the closing process, including
the measures stated above, to limit human judgment errors, enhance adequacy of reviews to assure timely and accurate financial control.
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We believe all the remediation efforts taken as a whole will
result in comprehensive financial reporting reviews and a reduction in manual processes to ensure a timely close and accurate financial reporting. However, we cannot assure you the measures we are taking to remediate the material weakness will
be sufficient or that they will prevent future material weaknesses. Additional material weaknesses or failure to maintain effective internal control over financial reporting could cause us to fail to meet our reporting obligations as a public
company and may result in a restatement of our financial statements for prior periods.
If not remediated, these material weaknesses could result in
further material misstatements to our annual or interim consolidated financial statements that might not be prevented or detected on a timely basis, or in delayed filing of required periodic reports. If we are unable to assert that our internal
control over financial reporting is effective, or when required in the future after the Closing, if our Independent Registered Public Accounting Firm is unable to express an unqualified opinion as to the effectiveness of the internal control
over financial reporting,
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investors may lose confidence in the accuracy and completeness of our financial
reports, the market price of the stock could be adversely affected, and we could become subject to litigation or investigations by the NYSE, the SEC, or other regulatory authorities, which could require additional financial and management
resources.
Our success depends, in part, on our ability
to access, collect, and use personal data about our users and to comply with applicable privacy and data protection laws and industry best practices.
We and other companies in the industry have been criticized by
consumer protection groups, privacy groups, governmental bodies, and other individuals and entities for certain data practices or for perceptions about data practices. Increased attention to or regulation of data utilization practices,
including self-regulation or findings under existing laws that limit our ability to collect, transfer, and use information and other data, could have a material adverse effect on our business, financial condition, and results of operation. In
addition, if we or our third-party vendors were to disclose data about our users in an objectionable manner, if we or our third-party vendors are perceived to have disclosed data about our users in an objectionable manner, or if we or our
third-party vendors fail to comply with applicable privacy and data protection laws and industry best practices, our business reputation could be materially adversely affected. We may receive negative publicity, and we could face potential
legal claims or regulatory investigations that could impact our operating results. We and/or our third-party vendors have in the past been subject to such matters and we expect to face similar issues in the future.
In addition, we may become subject to additional and/or more
stringent legal obligations concerning our treatment of user data and other personal information, such as laws regarding data collection, localization and/or restrictions on data transfers, particularly internationally. Recent legal
developments in Europe have created complexity and uncertainty regarding transfers of personal data subject to the GDPR and UK GDPR to organizations established in third countries, including the U.S.
European data protection legislation, including the GDPR and the
United Kingdom’s GDPR (i.e., the GDPR as it continues to form part of the law of the United Kingdom after its withdrawal from the European Union, by virtue of section 3 of the EU (Withdrawal) Act 2018 and as subsequently amended) (“U.K. GDPR”)), generally restricts the transfer of personal information from Europe, including the European Economic Area, United Kingdom. and Switzerland, to the United States and most other countries unless
the parties to the transfer have implemented specific safeguards to protect the transferred personal information. One of the primary safeguards allowing U.S. organizations to import personal information from the EEA and the United Kingdom, as
in the case of certain data collection by us, has been certification to the EU-U.S. Privacy Shield frameworks administered by the U.S. Department of Commerce. However, in July 2020, the Court of Justice of the European Union (“CJEU”) issued a decision invalidating the EU-U.S. Privacy Shield framework. The same decision also raised questions about whether one of the primary alternatives to the EU-U.S. Privacy Shield, namely, the
European Commission’s Standard Contractual Clauses (“SCCs”), can lawfully be used for personal information transfers from the EEA to the United States or most other countries. The Court states that
controllers or processors, acting as exporters, are responsible for verifying, on a case-by-case basis and, where appropriate, in collaboration with the importer in the third country, if the law or practice of the third country impinges on the
effectiveness of the appropriate safeguards offered by the data transfer tool. In those cases, the Court still leaves open the possibility for exporters to implement supplementary measures that fill these gaps in the protection and bring it up
to the level required by European data protection legislation. The Court does not specify which measures these could be. However, the Court underlines that exporters will need to identify them on a case-by-case basis.
To align with the CJEU’s decision in respect of the E.U.-U.S.
Privacy Shield, on September 8, 2020, the United Kingdom’s government similarly invalidated the use of the EU-U.S. Privacy Shield as a mechanism for lawful personal data transfers from the United Kingdom to the U.S. under the UK GDPR and the
Swiss Federal Data Protection and Information Commissioner announced that the Swiss-U.S. Privacy Shield regime was also inadequate for the purposes of personal data transfers from Switzerland to the U.S. entities who had self-certified under
the Swiss Privacy Shield.
On June 4, 2021, the European Commission adopted new SCCs, which
impose additional obligations on companies relating to data transfers, including the obligation to conduct a transfer impact assessment (TIA) and depending on a party’s role in the transfer, to implement additional security measures and to
update internal privacy practices. The United Kingdom has also adopted the international data transfer agreement (IDTA), the international data transfer addendum to the European Commission’s SCCs (Addendum) and a document setting out
transitional provisions, which came into force on March 21, 2022. The IDTA and Addendum replaced the SCCs as a transfer tool to comply with Article 46 of the UK GDPR when making restricted transfers from the United Kingdom.
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Where we elect to rely on the SCCs, the IDTA or the Addendum
for data transfers, we may be required to incur significant time and resources to update our contractual arrangements, to perform TIAs and to comply with new obligations. The SCCs, the IDTA or the Addendum may increase the legal risks and
liabilities associated with cross-border data transfers, and result in material increased compliance and operational costs. At present, there are few, if any, viable alternatives to the SCCs, the IDTA or the Addendum, which are mechanisms on
which we have relied for onward transfers of personal information from the EEA and the United Kingdom to third countries. If we are unable to implement a valid solution for personal information transfers from the EEA and the United Kingdom, we
may face increased exposure to regulatory actions, substantial fines, and injunctions against processing or transferring personal information from the EEA and the United Kingdom to third countries, and we may be required to increase our data
processing capabilities in multiple jurisdictions at significant expense. Inability to collect personal information from EEA or UK users or to transfer their personal information to the United States or other countries may decrease demand for
our products and services, as some of our users are established in the EEA and the United Kingdom, therefore, they may seek alternatives that do not involve their personal information being processed or transferred out of Europe. Limitations on
our ability to import personal information to the United States and other countries where our key vendors are established may decrease the functionality or effectiveness of our products and services and adversely impact our marketing efforts,
plans and activities. European Union regulators and the UK Information Commissioner’s Office (“ICO”) may aggressively enforce these laws restricting data transfers to the U.S. and other countries without
a legally sound transfer mechanism, and it is possible that European Union regulators and the ICO could prevent us from transferring any personal data out of the European Union or the United Kingdom to certain countries like the U.S. or to our
vendors established in countries not offering an adequate level of protection.
These and related developments may require us to review and amend
the legal mechanisms by which we make and/or receive personal data transfers to/in the United States and other third countries. In particular, we are undertaking a process to enhance its Data Processing Agreement to ensure it complies with the
GDPR and UK GDPR data transfer requirements, which includes the EU SCCs issued by the European Commission and the IDTA and the Addendum issued by the ICO. Furthermore, these and related developments, including the obligation to perform TIAs in
certain scenarios, may oblige us to suspend or prevent us to transfer personal information to third parties if we are unable to implement effective supplementary measures. As supervisory authorities issue further guidance on personal data
export mechanisms, including circumstances where we need to perform a TIA and the SCCs, IDTA or the Addendum may need to be supplemented with additional safeguards, and/or start taking enforcement action, we could suffer additional costs,
complaints and/or regulatory investigations or fines if our compliance efforts are not deemed sufficient with the most recent regulatory guidance on measures regarding supplement transfer tools. In addition, if we are otherwise unable to
transfer personal data between and among countries and regions in which we operate and/or use key vendors, it could affect the manner in which we provide our solutions, the geographical location or segregation of our relevant systems and
operations, reduce demand for our solutions and this could adversely affect our financial results.
In the event any court blocks personal data transfers to or from a
particular jurisdiction, this could give rise to operational interruption in the performance of services for customers, greater costs to implement permissible alternative data transfer mechanisms, regulatory liabilities, or reputational harm
and negative publicity. Failure to comply with the evolving interpretation of privacy and data protection laws could subject us to liability, and to the extent that we need to alter our business model or practices to adapt to these obligations,
or to respond to inquiries regarding our compliance with privacy and data protection laws, we could incur additional and significant expenses, which may in turn materially adversely affect our business, financial condition, and results of
operations.
Privacy activist groups have also previously provided, and may
continue to provide, resources to support individuals who wish to pursue privacy claims or put pressure on companies to change data processing practices. High-profile brands such as ours risk being targeted by such groups and, due to the nature
of the data that we hold, there is a risk that, if a user became disgruntled with our data processing practices, they could leverage support from such privacy activist groups to take legal action, cause the initiation of regulatory
investigation, or gain publicity for their cause. There is also a risk that these groups will seek to challenge our practices, particularly in relation to our consent practices, third-party advertising practices, and/or international data
transfers, among other data and privacy practices. Any such campaign could require significant resources to mount a response, it could disrupt our operations or distract management, and it could lead to negative publicity and potential
investigation from regulators, among other negative effects, any of which may materially adversely affect our business, financial condition, and results of operations.
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The occurrence of any of these or other factors could
negatively affect our business, financial condition, and results of operations.
Investments in our business may be subject
to U.S. foreign investment regulations which may impose conditions on or limit certain investors’ ability to purchase our stock, potentially making the stock less attractive to investors. Our future investments in U.S. companies may also be
subject to U.S. foreign investment regulations.
The Committee on Foreign Investment in the United States (“CFIUS”) is an interagency body of the U.S. government authorized to review certain foreign investment transactions in U.S. businesses (“Covered Transactions”) in order
to determine the effect of such transactions on the national security of the United States. If a Covered Transaction could pose a risk to the national security of the United States, CFIUS can recommend that the President of the United States
address such risks by suspending, prohibiting, or unwinding the transaction. CFIUS could also enter into a negotiated mitigation agreement with the parties to a Covered Transaction in order to address U.S. national security concerns raised by
the Covered Transaction. As widely reported in media coverage, we have previously been the subject of CFIUS scrutiny in connection with a prior Covered Transaction.
Certain Covered Transactions must be notified to CFIUS prior to
closing. For example, a CFIUS notification may be required for Covered Transactions involving U.S. businesses that deal in “critical technology”—a regulatory term covering, among other things, certain technology that is subject to control under
U.S. export control regimes. A CFIUS notification also may be required for Covered Transactions where a foreign government holds a minimum voting interest in a foreign investor that will itself acquire a minimum voting interest in a U.S.
company that deals in certain technology, data, or infrastructure. Failure to make such mandatory filings can subject the transaction parties to civil penalties.
In circumstances where a mandatory filing is not required, parties
to Covered Transactions may choose to submit a voluntary filing to CFIUS. Moreover, where CFIUS perceives that a Covered Transaction poses a potential risk to U.S. national security, CFIUS may unilaterally initiate a review of a Covered
Transaction, or may ask parties to a Covered Transaction to submit a voluntary filing concerning the same.
With respect to any transaction that is subject to CFIUS’
jurisdiction, the parties must determine whether (i) a CFIUS notification is required, (ii) a voluntary notification to CFIUS is advisable, or (iii) consummation of the transaction without a CFIUS notification is permitted and warranted.
Submission of a notification to CFIUS with respect to a transaction related to the Business Combination could result in significant transaction delays, as CFIUS’ review of a Covered Transaction can last between thirty days and several months,
depending on the form of the filing, the complexity of the transaction, the nationality and identity of the parties, and the underlying national security risks associated with the Covered Transaction. CFIUS may condition its approval of a
Covered Transaction on the transaction parties’ agreement to mitigation measures and, in rare cases, the President of the United States could prohibit a pending foreign investment or order divestment of interest post-closing.
In the event CFIUS reviews a Covered Transaction relating to our
business, there can be no assurances that the relevant foreign investor will be able to maintain, or proceed with, participation in the Covered Transaction on terms acceptable to such investor. In connection with its review, CFIUS may, for
example, require limits on information sharing with the investor, modifications to governance agreements, or annual reporting requirements, among other things. Potential restrictions on the ability of foreign persons to invest in us could
affect the price that an investor may be willing to pay for our shares of common stock. In some circumstances, moreover, we may choose not to pursue certain investments or other transactions, which are otherwise attractive, solely or in part
based on an evaluation of the associated CFIUS risks.
The Business Combination remains subject to
review by CFIUS and we are not certain how the outcome of the review will impact the Business Combination or our business.
The obligation of the parties to the Merger Agreement to
consummate the Mergers was subject to obtaining CFIUS Approval (the “CFIUS Approval”). In connection therewith, in August 2022 the parties submitted a voluntary notice to CFIUS pursuant to Section 721 of
the Defense Production Act of 1950, as amended, informing CFIUS of the proposed Business Combination, which triggered a 45-day initial review period. After the initial review period for the joint voluntary notice expired, CFIUS initiated an
investigation period that also lasted 45 days, and which has now also expired. Because the CFIUS review process did not conclude before the parties consummated the Mergers, each party to the Merger Agreement waived the CFIUS Approval. The
parties continued to engage with CFIUS after the closing in order to complete the CFIUS review process. In December 2022, CFIUS informed the parties that CFIUS Approval of the Business
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Combination would be conditioned on the parties entering into a National Security
Agreement (“NSA”). To facilitate negotiation of the NSA, the parties withdrew and re-submitted the CFIUS filing, resulting in a new 45-day initial review period. If the parties are unable to agree to the terms of the NSA with CFIUS within the
new 45-day initial review period, CFIUS will initiate an investigation period that will also last up to 45 days. Once the NSA has been executed, the parties will receive CFIUS Approval for the Business Combination (subject to the terms of the
NSA). Once final, the NSA may impose conditions, limitations or restrictions that could negatively impact our operations, limit our ability to engage with certain third parties or to operate in certain markets, impose limits on information
sharing with investors, or require that we make certain commitments regarding our consolidated operations (for example, engage a “security officer” to oversee compliance with the NSA, implement an onerous data security plan, require commitments
regarding data processing or storage, mandate annual reporting to CFIUS Monitoring Agencies, or require ongoing review by CFIUS Monitoring Agencies of vendors retained by us), any of which could increase our estimated costs or otherwise make
our shares of common stock less attractive to investors. The imposition of these limitations, restrictions, or requirements could affect the trading stock price of our securities and/or our ability to pursue strategic goals.
Our business is subject to complex and
evolving U.S. and international laws and regulations. Many of these laws and regulations are subject to change or uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of
operations, declines in user growth or engagement, negative publicity, or other harm to our business.
We are subject to a variety of laws and regulations in the U.S.
and other jurisdictions that involve matters that may impact our business, including broadband internet access, online commerce, advertising, user privacy, data protection, content moderation, intermediary liability, online terms and
agreements, protection of minors, consumer protection, sex trafficking, and taxation, among other areas. The introduction of new products and services, expansion of our activities in certain jurisdictions, or other actions that we may take may
subject us to additional laws, regulations, or other scrutiny by governmental agencies and other entities. In addition, foreign laws and regulations can impose different obligations or be more restrictive than those imposed upon us in the U.S.,
which may harm our business or subject us to liability.
These U.S. federal, state, and municipal and foreign laws and
regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant change. For example, as explained above, FOSTA provides potential civil remedies
for certain victims of online sex trafficking crimes. See “—Risks Related to our Brand, Products and Services, and Operations—Inappropriate actions by certain of our users could be attributed to us and damage
our brand or reputation, or subject us to regulatory inquiries, legal action, or other liabilities, which, in turn, could materially adversely affect our business.” In addition, as explained above, the introduction of new products and
services, expansion of our activities in certain jurisdictions, or other actions that we may take may subject us to additional laws, regulations, or other scrutiny by governmental agencies and other entities. The application, interpretation,
and enforcement of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate. In addition, these laws and regulations may be interpreted and applied inconsistently from
state-to-state and country-to-country, and they may be inconsistent with our current policies and practices. These laws and regulations, as well as any associated inquiries, legal action, investigations, or any other government actions, may be
costly to comply with and may delay or impede the development of new products and services, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to liability to remedies
that may harm our business, including fines, demands, or orders that we modify or cease existing business practices. For example, a variety of laws and regulations govern the ability of users to cancel subscriptions and auto-payment renewals.
Likewise, a variety of laws and regulations govern the application and enforcement of arbitration clauses and limitations on liability, like those set forth in our Terms and Conditions of Service. We have in the past and may in the future be
subject to claims under a variety of U.S. and international laws and regulations that could materially adversely affect our business, financial condition, and results of operation.
In addition, the promulgation of new laws or regulations, or the
new interpretation of existing laws and regulations, that restrict or otherwise unfavorably impact our business, or our ability to provide our products and services, could require us to change certain aspects of our business and operations to
ensure compliance, which could decrease demand for our products and services, reduce revenues, increase costs, and subject us to additional liabilities. For example, in February 2019, the Secretary of State for Digital, Culture, Media and Sport
of the United Kingdom indicated in public comments that his office intends to inquire as to the measures utilized by online dating platforms to prevent access by underage users. In addition, in April 2019, the United Kingdom published proposed
legislation which would establish a new regulatory body to establish duties of care for internet companies and to
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assess compliance with these duties of care. Under the proposed law, failure to
comply could result in fines, blocking of services, and personal liability for senior management. There have also been calls for legislation to limit or remove the protections afforded technology platforms under the Communications Decency Act
in the United States and under the e-Commerce Directive in the European Union. To the extent this or other initiatives require us to implement any new or more stringent measures, our business, financial condition, and results of operations
could be materially adversely affected.
In addition, concerns about harms and the use of dating products
and services and social networking platforms for such illegal and harmful conduct have produced and could continue to produce future legislation or other governmental action. For example, in January 2020, the Committee on Oversight Subcommittee
on Economic and Consumer Policy of the U.S. House of Representatives launched an investigation into the online dating industry’s user safety policies, including certain of our practices relating to the identification and removal of registered
sex offenders and underage individuals from our platforms. As set forth above, the United Kingdom and European Union have also been considering legislation on this topic, with the United Kingdom having released its Online Harms White Paper
which resulted in the United Kingdom’s Online Safety Bill, and the European Union introducing the Digital Services Act, which in each case, would expose platforms to similar or more expansive liability. See “—Risks
Related to Regulation and Litigation—The varying and rapidly evolving regulatory framework on privacy and data protection across jurisdictions could result in claims, changes to our business practices, monetary penalties, increased cost of
operations, or declines in user growth or engagement, or otherwise harm our business.” Any proposed legislation on these or other topics could expose platforms to liability similar to existing legislation in other jurisdictions or, in
some cases, more expansive liability. For instance, the Digital Services Act proposed in the European Union intends to limit or remove protections afforded to online platforms under the e-Commerce Directive. Likewise, proposed legislation in
the United States, including the EARN IT Act, the PACT Act, the BAD ADS Act, and others, purport to limit or remove the critical protections provided to technology platforms under the Communications Decency Act, which protects technology
platforms from civil liability for certain type of content and actions of the platform’s users. The FCC also is considering a Trump Administration petition to adopt rules limiting the protection available under the Communications Decency Act.
There is no schedule for action by the FCC on the petition, although the Democratic members of the FCC, who now control its agenda, have indicated that they oppose the proposal. In addition, there are pending cases before the judiciary that may
result in changes to the protections afforded to internet platforms, including a lawsuit by former President Trump that, if successful, would greatly limit the scope of the Communications Decency Act protections. If these proposed or similar
laws are passed, if future legislation or governmental action is proposed or taken to address concerns regarding such harms, and if existing protections are limited or removed, changes could be required to our products and services that could
restrict or impose additional costs upon the conduct of our business, subject us to additional liability, or cause users to abandon our products or services, any of which may materially adversely affect our business, financial condition, and
results of operations.
In addition, we depend on the ability of our users to access the
internet. Many users receive internet access from companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies,
government-owned service providers, device manufacturers and operating system providers, any of which could take actions that degrade, disrupt, or increase the cost of user access to our products or services, which would, in turn, negatively
impact our business. The adoption of any laws or regulations that adversely affect access to, or the growth, popularity, or use of, the internet, including laws governing internet neutrality, could decrease the demand for, or the usage of, our
products and services and increase our cost of doing business, which would, in turn, negatively impact our business. For example, the Federal Communications Commission (“FCC”) has, in the past, adopted
“open internet rules” to prohibit mobile providers in the United States from impeding access to most content, or otherwise unfairly discriminating against content providers like us. These rules also prohibited mobile providers from entering
into arrangements with specific content providers for faster or better access over their data networks. While those rules largely were repealed in an order adopted in December 2017, and that order generally was affirmed by a federal appeals
court, petitions for reconsideration of the order remain pending at the FCC, and Democratic control of the Executive Branch, Congress, and the FCC following the 2020 elections increases the likelihood of legislative or FCC action to reverse the
2017 decision or adopt new network neutrality rules. In addition, a number of states have adopted or are adopting or considering legislation or executive actions that would regulate the conduct of broadband providers. The European Union
similarly requires equal access to internet content. If the FCC, Congress, the European Union, or the courts modify these open internet rules, mobile providers may be able to limit our users’ ability to access our products and
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services or make our products and services a less attractive alternative to our
competitors’ products and services. If that occurred, our business would be seriously harmed. Additionally, as part of its Digital Single Market initiative, the European Union may impose network security, disability access, or 911-like
obligations on “over-the-top” services such as those provided by us, which could increase our costs and, in turn, negatively impact our business. Any of these developments may adversely affect our business, financial condition, and results of
operations.
Moreover, the adoption of any laws or regulations that adversely
affect the popularity or growth in use of the internet or our products and services, including laws or regulations that undermine open and neutrally administered internet access, could decrease user demand for our service offerings and increase
our cost of doing business. For example, in December 2017, the FCC adopted an order reversing net neutrality protections in the United States, including the repeal of specific rules against blocking, throttling or “paid prioritization” of
content or services by internet service providers. Numerous parties filed judicial challenges to the order, and on October 1, 2019, the United States Court of Appeals for the District of Columbia Circuit released a decision that rejected nearly
all of the challenges to the new rules, but reversed the FCC’s decision to prohibit all state and local regulation targeted at broadband internet service, requiring case-by-case determinations as to whether state and local regulation conflicts
with the FCC’s rules. The court also required the FCC to reexamine three issues from the order but allowed the order to remain in effect, while the FCC conducted that review. On October 27, 2020, the FCC adopted an order concluding that the
three issues remanded by the court did not provide a basis to alter its conclusions in the 2018 order. Petitions for reconsideration of this decision are pending. Democratic control of the Executive Branch, Congress, and the FCC following the
2020 elections increases the likelihood of legislative or FCC action to reverse the 2018 decision or adopt new network neutrality rules. In addition, a number of states have adopted or are adopting or considering legislation or executive
actions that would regulate the conduct of broadband providers. A federal court judge denied a request for injunction against California’s state-specific network neutrality law, and as a result, California began enforcing that law on March 25,
2021. On March 10, 2021, trade associations representing internet service providers appealed the district court’s ruling denying the preliminary injunction, and the appeal was denied on January 28, 2022. The trade associations have sought
rehearing with the full court of appeal. Nevertheless, to the extent internet service providers engage in such blocking, throttling or “paid prioritization” of content, or engaged in similar actions because of the reversal of net neutrality
protections, our business, financial condition, and results of operations could be materially adversely affected.
In addition, concerns about various sorts of harms and the use of
similar products and services and social networking platforms for illicit or otherwise inappropriate conduct, such as romance scams and financial fraud, could result in future legislation or other governmental action that affects the overall
social networking industry. For example, in April 2018, the Fight Online Sex Trafficking Act of 2017, or FOSTA, became effective in the U.S. FOSTA created new federal crimes against entities that operate websites that promote or facilitate sex
trafficking, as well as civil remedies for certain victims of online sex trafficking crimes. In addition, FOSTA eliminated any immunity under the Communications Decency Act of 1996 from certain civil claims and state criminal prosecutions. U.S.
legislators have proposed several additional bills that would reduce or eliminate platform liability protections. In addition, the European Union and the United Kingdom have launched consultations aimed at considering potential legislation to
address online harms, and the United Kingdom has released an Online Harms White Paper regarding proposed legislation that would expose platforms to more expansive liability than FOSTA. If these proposed laws are passed, or if future legislation
or governmental action is proposed or taken to address concerns regarding these sorts of harms, changes could be required to our products and services that could restrict or impose additional costs upon our business and/or cause users to
abandon our products and services, and we may be subject to legal action.
In addition, the international nature of our business exposes us
to compliance obligations and related risks under economic sanctions, export controls and anti-corruption laws administered and enforced by various governments. We are subject to rules and regulations of the United States and other
jurisdictions relating to export controls and economic sanctions, including economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, as well as the Export Administration Regulations
administered by the Bureau of Industry and Security of the U.S. Department of Commerce. Economic sanctions and export controls laws and regulations restrict the ability of persons subject to their jurisdiction to invest in, or otherwise engage
in dealings with or involving, certain individuals, entities, governments or countries (collectively, “Sanction Targets”), including individuals and entities resident, domiciled or incorporated in Cuba, Syria, North Korea, Iran or the Crimea
Region, the so-called Donetsk People’s Republic or Luhansk People’s Republic located in Ukraine, unless such activities are authorized pursuant to regulatory authorizations or general or specific licenses. These regulations may limit our
ability to market, sell, distribute, or otherwise transfer our products and services or technology to certain countries
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or persons. Changes in our products and services and technology or changes in
export controls or economic sanctions laws and regulations may create delays in the introduction of our products and services into international markets or, in some cases, prevent the provision or expansion of our business and our products and
services to or for certain countries, governments or persons altogether.
Pursuant to the applicable economic sanctions and export controls
laws and regulations of the United States and other relevant jurisdictions, we may be obliged to limit business activities, may incur costs in order to implement and maintain compliance programs, and may be subject to investigations,
enforcement actions or penalties relating to actual or alleged instances of noncompliance with such laws and regulations. It may also be necessary for us to take certain actions in order to maintain compliance with, or satisfy obligations
under, economic sanctions and export controls, which could have an adverse effect on the business and results of operation. We maintain policies and procedures that we believe to be adequate and customary to support our compliance with
applicable economic sanctions and export controls. We can provide no assurances, however, that our products and services are not provided inadvertently in violation of such laws, despite the precautions we take.
We are also subject to the U.S. Foreign Corrupt Practices Act of
1977, as amended, (commonly known as the FCPA), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, (commonly known as the U.S. Travel Act), the United Kingdom Bribery Act 2010, (commonly known as the Bribery Act), and other
anti-corruption, anti-bribery, and similar laws in the United States and other countries in which we conduct activities. Anti-corruption and anti-bribery laws generally prohibit companies and their employees, agents, intermediaries and other
third parties from directly or indirectly promising, authorizing, making or offering improper payments or other benefits to government officials and others in the private sector. We may be held liable for the corrupt or other illegal activities
of third-party business partners and intermediaries, or our employees, representatives, contractors, and other third parties, even if we do not explicitly authorize such activities. We maintain policies and procedures that we believe to be
adequate and customary to support our compliance with applicable anti-corruption and anti-bribery laws. However, there can be no assurance that our implementation of such policies and procedures will prevent, at all times, all Grindr employees,
representatives, contractors, partners, agents, intermediaries or other third parties that we engage to interact with government officials or commercial counterparties on its behalf, from taking actions in the future in violation of our polices
or applicable anti-corruption or anti-bribery laws and regulations.
In recent years, U.S. and other governments have increased their
oversight and enforcement activities with respect to these economic sanctions, export controls and anti-corruption laws and regulations and it is expected that the relevant agencies will continue to increase such investigative and enforcement
activities. A violation of these laws or regulations, including through certain dealings with Sanction Targets, could result in severe criminal or civil penalties and reputational harm, which could negatively affect our business, financial
condition, and results of operations.
The varying and rapidly evolving regulatory
framework on privacy and data protection across jurisdictions could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.
As discussed above, we process a significant volume of personal
information and other regulated information from our users, employees and other third parties. The many countries in which we operate impose numerous laws regarding data security, privacy, and the storage, sharing, use, processing, disclosure,
and protection of this kind of information. In addition, the scope of these laws is constantly changing, and in some cases, they may be inconsistent, conflicting, and subject to differing interpretations, as new laws of this nature are proposed
and adopted. At any time one of the numerous regulators to which we are subject could argue that we are non-compliant with its country’s data protection regulation or that we have not sufficiently operationalized all of our legal obligations
with all such varying laws. In addition, these laws are becoming increasingly rigorous and could be interpreted and applied in ways that may have a material adverse effect on our business, financial condition, and results of operations. We have
experienced enforcement actions related to certain of these laws, we have ongoing enforcement actions related to certain of these laws, and future enforcement actions are likely to continue for the foreseeable future.
In recent years, there has been an increase in attention to and
regulation of data protection and data privacy across the globe, including in the United States, the European Union and the United Kingdom. We are subject to the European Union’s General Data Protection Regulation (“GDPR”), that became effective in May 2018 and the UK GDPR (i.e., the GDPR as it continues to form part of the law of the United Kingdom by virtue of section 3 of the EU (Withdrawal) Act 2018 and subsequently amended); the
California Consumer Privacy Act (“CCPA”), which took effect in January 2020; and the Brazilian General Data Protection Law (“LGPD”), which entered into effect
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in September 2020 and imposes requirements similar to the GDPR on products and
services offered to users in Brazil. LGPD penalties may include fines of up to 2% of the organization’s revenue in Brazil in the previous year or 50 million reais (approximately $9.3 million U.S. dollars). In addition, China’s Personal
Information Protection Law of the P.R.C. (“PIPL”), which became effective in November 2021, has many aspects that are similar to the GDPR. The PIPL sets rules for the processing activities such as
collection, use, sharing, transfer, and disclosure of personal information in China. If we fail to comply with the requirements of the PIPL, we could incur severe penalties, including a fine of up to RMB50 million or 5% of our annual turnover
in the preceding year and revocation of our license to do business in China. Other comprehensive data privacy or data protection laws or regulations have been passed or are under consideration in other jurisdictions, including India and Japan,
as well as various U.S. states. Laws such as these give rise to an increasingly complex set of compliance obligations on us, as well as on many of our service providers. These obligations include, without limitation, imposing restrictions on
our ability to gather personal data, providing individuals with the ability to opt out of personal data collection, imposing obligations on our ability to share data with others, and potentially subject us to fines, lawsuits, and regulatory
scrutiny.
The GDPR and the UK GDPR greatly increased the jurisdictional
reach of the European Union and United Kingdom’s laws and added a broad array of requirements related to the handling of personal data. Under the GDPR, European Union member states must enact, and many have enacted, certain implementing
legislation that adds to and/or further interprets the GDPR’s requirements and potentially extends our obligations and potential liability for failing to meet these obligations. The GDPR and the UK GDPR also include obligations and restrictions
concerning the consent and rights of individuals to whom the personal data relates, the transfer of personal data out of the European Economic Area and the United Kingdom, security breach notifications, and the security and confidentiality of
personal data more generally. In addition, individuals have a right to compensation under the GDPR and the UK GDPR for financial or non-financial losses.
Under the GDPR and the UK GDPR we may be subject to fines of up to
€20 million/£17,500,000 or up to 4% of the total worldwide annual group turnover of the preceding financial year (whichever is higher), as well as face claims from individuals based on the GDPR and UK GDPR’s private right of action. The GDPR
and UK GDPR have been, and will continue to be, interpreted respectively by European Union data protection regulators and the ICO, which may require that we make changes to our business practices, which could be time-consuming and expensive,
and could generate additional risks and liabilities.
We are also subject to evolving European Union and United Kingdom
privacy laws on cookies and e-marketing. In the European Union and the United Kingdom, regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem, and current national laws that implement
the ePrivacy Directive are highly likely to be replaced by an EU regulation known as the ePrivacy Regulation which will significantly increase fines for non-compliance when implemented. In the European Union and the United Kingdom, informed
consent is required for the placement of a cookie or similar technologies on a user’s device and/or for the access to data stored on a user’s device, and for direct electronic marketing. The GDPR and the UK GDPR also impose conditions on
obtaining valid consent, such as a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology. While the text of the ePrivacy Regulation is still under development,
a recent European court decision, regulators’ recent guidance and recent campaigns by a not-for-profit organization are driving increased attention to cookies and tracking technologies. If regulators start to enforce the strict approach in
recent guidance, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and
subject us to additional liabilities. Regulation of cookies and similar technologies, and any decline of cookies or similar online tracking technologies as a means to identify and potentially target users, may lead to broader restrictions and
impairments on our marketing and personalization activities and may negatively impact our efforts to understand users. We treat data protection and privacy, compliance seriously. However, to the extent we are determined to be not in compliance
with the GDPR, UK GDPR or e-Privacy legislation, such determination could materially adversely affect our business, financial condition, and results of operations.
Because we do not have a main establishment in the European Union,
we are subject to inquiries from any of the EU data protection regulators. Over the last few years, we have received and responded to inquiries from the Norwegian Data Protection Authority, the Spanish Data Protection Authority, the Slovenian
Data Protection Authority, and the Austrian Data Protection Authority, among other non-EU data protection authorities, including the ICO and various U.S. regulators. For example, in January 2021, the Norwegian Data Protection Authority
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(“Datatilsynet”) notified us of its
preliminary decision that we had disclosed personal data to third parties without a legal basis in violation of Article 6(1) GDPR and that we disclosed special categories of personal data to third parties without a valid exemption from the
prohibition in Article 9(1) GDPR. In addition, Datatilsynet notified us of their preliminary intent to impose an administrative fine for these alleged violations of NOK 100,000,000 (approximately $11,700,300). We responded to the preliminary
decision on March 8, 2021, by contesting the draft findings and the proposed fine. On December 13, 2021, Datatilsynet issued a final administrative fine against us in the reduced amount of NOK 65,000,000 (approximately $7,375,187.30). We
submitted our appeal to the Datatilsynet’s fine and decision on February 14, 2022 and will consider our options as that matter unfolds. Although we are challenging the administrative fine imposed by Datatilsynet, the proceeding has caused us to
incur significant expense, we have been the subject of negative publicity, and the existence of the proceeding has, and may continue to, negatively impact our efforts to retain existing users and add new users and deteriorated our relationships
with advertisers and other third parties. The ultimate outcome of this proceeding may materially adversely affect our business, financial condition, and result of operations.
In addition, Brexit (as defined below) and ongoing developments in
the United Kingdom could result in the application of new data privacy and protection laws and standards to our activities in the United Kingdom and our handling of personal data of users located in the United Kingdom. The relationship between
the United Kingdom and the European Union in relation to certain aspects of data protection law remains unclear, and it is unclear how UK data protection laws and regulations will develop in the medium to longer term, and how data transfers to
the United Kingdom from the EEA will be regulated in the long term. For example, though the European Commission has adopted an adequacy decision in favor of the United Kingdom, enabling data transfers from the EEA to the United Kingdom, the
decision will automatically expire in June 2025 unless the European Commission re-assesses and renews/ extends that decision, and remains under review by the Commission during this period. As a consequence of Brexit, we are exposed to two
parallel regimes (the GDPR and the UK GDPR), each of which potentially authorizes similar, but separate, fines and other potentially divergent enforcement actions for the same alleged violations. Other countries have also passed or are
considering passing laws requiring local data residency and/or restricting the international transfer of data. As set forth above, over the last few years, we have received and responded to inquiries from the ICO.
In addition, multiple legislative proposals concerning privacy and
the protection of user information are being considered by both U.S. state and federal legislatures, and certain U.S. state legislatures, such as California, have already passed and enacted privacy legislation. For example, the CCPA requires
covered companies to provide new disclosures to California consumers (including employees), and provide such consumers new data protection and privacy rights, including the ability to opt-out of certain sales of personal information. In
addition, the CCPA allows for statutory fines for noncompliance (up to $7,500 per violation), as well as a private right of action for certain data breaches that result in the loss of personal information. This private right of action may
increase the likelihood of, and risks associated with, data breach litigation. Moreover, the California Privacy Rights Act of 2020 (“CPRA”), which becomes operative on January 1, 2023 (with a look back
for certain obligations to January 2022), will significantly modify the CCPA. For example, the CPRA will expand consumers’ rights with respect to certain sensitive personal information, among other modifications. The CPRA also creates a new
state agency that will be vested with the authority to implement and enforce the CPRA.
New legislation proposed or enacted in various other U.S. states
imposes or has the potential to impose additional obligations on companies that collect, store, use, retain, disclose, transfer, and otherwise process sensitive and personal information, and will continue to shape the data privacy environment
nationally. For example, Virginia passed its Consumer Data Protection Act, Colorado passed the Colorado Privacy Act, and Utah passed the Utah Consumer Privacy Act, all of which differ from the CPRA and become effective in 2023. State laws are
changing rapidly and there is discussion in Congress of a new federal data protection and privacy law, which if enacted, would be applicable to us. Moreover, governmental agencies like the Consumer Financial Protection Bureau and the Federal
Trade Commission have adopted, or are considering adopting, laws and regulations concerning personal information and data security. For example, the Federal Trade Commission has increased its focus on privacy and data security practices at
digital companies, as evident from its imposition of a $5 billion fine against Facebook for privacy violations and increasing fines against companies found to be in violation of the Children’s Online Privacy Protection Act (“COPPA”).
As discussed above, the myriad, overlapping international and U.S.
privacy and data breach laws are not consistent, and compliance in the event of a widespread data breach is difficult and may be costly. Moreover, states
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have been frequently amending existing laws, requiring constant attention to
ever-changing legal and regulatory requirements. In addition to government regulation, privacy advocates and industry groups have from time to time proposed, and may in the future continue to propose, self-regulatory standards. These and other
industry standards may legally or contractually apply to us, or we may elect to comply with such standards to keep pace with best practices in the industry. We expect that there will continue to be new proposed laws and regulations concerning
data privacy and security, and we cannot yet determine the impact such future laws, regulations, and standards may have on our business. Because the interpretation and application of data protection laws, regulations, standards, and other
obligations are still uncertain, and often contradictory and in flux, it is possible that the scope and requirements of these laws may be interpreted and applied in a manner that is inconsistent with our practices and our efforts to comply with
the evolving data protection rules may be unsuccessful. To the extent we are determined to be not in compliance with any U.S. laws, such determination could materially adversely affect our business, financial condition, and results of
operations.
In 2018 and 2019, after media reports regarding our data sharing
practices, multiple State Attorneys General (the “Multistate”) informed us that they had opened investigations into our sharing of user-shared HIV status with two service providers that performed
analytics services and helped us improve the user experience, and into our practices around the security and processing of user geolocation information. Since that time, we have responded to multiple requests for information and discontinued
the sharing of user-shared HIV status. In October 2022, we were advised by the Multistate that the investigation had been closed without action and with no further action anticipated. While this particular investigation concluded in our favor,
we may in the future be the subject of similar types of investigations or proceedings, which could result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination of such investigation or
proceeding may materially adversely affect our business, financial condition, and result of operations, particularly if penalties are levied.
We make public statements about our use and disclosure of personal
information through our Privacy Policy, information provided on our website, and through blog posts and press statements. Although we endeavor to comply with our blog posts, public statements, and documentation regarding our use and disclosure
of personal information, we may at times fail to do so or be alleged to have failed to do so. We may be subject to potential government or legal action if such policies or statements are found to be deceptive, unfair, or misrepresentative of
our actual practices. In addition, from time to time, concerns may be expressed about whether our products and services compromise the privacy of our users and others. Any concerns about our data privacy and security practices (even if
unfounded), or any failure, real or perceived, by us to comply with our posted privacy policies or with any legal or regulatory requirements, standards, certifications or orders, or other privacy or consumer protection-related laws and
regulations applicable to us, could cause our users to reduce or stop their use of our products and services.
While we make great effort to comply with industry standards and
applicable laws and regulations relating to privacy and data protection in all material respects, there can be no assurance that we will not be subject to claims that we have violated applicable laws, regulations, or industry standards, that we
will be able to successfully defend against such claims, or that we will not be subject to significant fines and penalties in the event of a finding of non-compliance with any applicable laws or industry standards. We have been subject to these
types of claims in the past and we may be subject to additional claims in the future. Moreover, if state-level privacy and data protection laws continue to be introduced with inconsistent or conflicting standards and there is no federal law to
preempt such laws, compliance with such laws could be difficult to achieve and noncompliance could lead to fines and penalties in these jurisdictions.
Furthermore, enforcement actions and investigations by regulatory
authorities related to data security incidents and privacy violations continue to increase. We have in the past received, and may continue to receive in the future, inquiries from various international and U.S. regulators regarding our data
privacy practices, some of which remain ongoing. Any failure or perceived failure by us (or the third parties with whom we have contracted to process such information) to comply with applicable privacy and security laws, policies or related
contractual obligations, or any compromise of security that results in unauthorized access, or the use or transmission of, personal user information, could result in a variety of claims against us, including governmental enforcement actions and
investigations, class action privacy litigation in certain jurisdictions, and/or proceedings by data protection authorities, among other potential legal action. We could also be subject to significant fines, other litigation, claims of breach
of contract and indemnity by third parties, and negative publicity. When such events occur, our reputation may be harmed, we may lose current and potential users, the competitive positions of our brand might be diminished, and we could incur
additional costs and expenses, any of which could materially adversely affect our business, financial condition, and
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results of operations. In addition, if our practices are not consistent or viewed
as not consistent with legal and regulatory requirements, including changes in laws, regulations, and standards, or new interpretations or applications of existing laws, regulations, and standards, we may become subject to audits, inquiries,
whistleblower complaints, negative publicity, investigations, loss of export privileges, or severe criminal or civil sanctions, any of which may have a material adverse effect on our business, financial condition, and results of operations.
We are subject to litigation, regulatory and
other government investigations, enforcement actions, and settlements, and adverse outcomes in such proceedings could have a materially adverse effect on our business, financial condition, and results of operation.
We are, have been, and may from time to time become, subject to
litigation and various legal proceedings that involve claims for substantial amounts of money or for other relief that might necessitate changes to our business or operations, including litigation and proceedings related to intellectual
property matters, privacy and consumer protection laws, class action lawsuits, litigation by former employees, legal claims brought by our users, and other matters. In addition, we are, have been, and may from time to time become, subject to
investigations or inquiries from regulators and government entities, both domestically and internationally, regarding our compliance with laws and regulations, many of which are evolving and subject to interpretation. See “—Risks Related to our Brand, Products and Services, and Operations—The varying and rapidly evolving regulatory framework on privacy and data protection across jurisdictions could result in claims, changes to our
business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.” As set forth above, we have ongoing regulatory inquiry before Datatilsynet and active
civil litigation in the U.S. and internationally. As we continue to grow and expand our operations, we have been and expect to continue to be the subject of investigations, inquiries, data requests, actions, and audits in the U.S., Europe, or
in other parts of the world, particularly in the areas of privacy, data protection, law enforcement, consumer protection, and competition.
The defense of these actions is time consuming and expensive,
disruptive to our operations, and a distraction for management. We evaluate these litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, potential losses. Based on these
assessments and estimates, we may establish reserves and/or disclose the relevant litigation claims or legal proceedings, as and when required or appropriate. These assessments and estimates are based on information available to management at
the time of such assessment or estimation and involve a significant amount of judgment. As a result, actual outcomes or losses could differ materially from those envisioned by our current assessments and estimates. Our failure to successfully
defend or settle any of these litigation or legal proceedings could result in liability that, to the extent not covered by our insurance, could have a material adverse effect on our business, financial condition, and results of operations.
We may be held liable for information or
content displayed on, retrieved from, or transmitted over our platform, as well as interactions that result from the use of our platform.
We have faced and may continue to face claims relating to
information or content that is displayed on, retrieved from, or transmitted over our platform by our users or otherwise. In particular, the nature of our business exposes us to claims related to defamation, civil rights infringement,
negligence, copyright or trademark infringement, invasion of privacy, discrimination, and personal injury, among other claims brought by users based upon interactions they have on or off the platform. Such proceedings have, and could cause us
to incur significant expense, become the subject of negative publicity, and negatively impact our efforts to retain existing users or add new users as well as our relationships with advertisers and other third parties.
The risk of these or similar claims is enhanced in certain
jurisdictions outside of the U.S. where our protection from liability for third-party actions may be unclear or nonexistent, where there are decreased legislative protections for the LGBTQ community, and where we may be less protected under
local laws than we are in the U.S. We could incur significant costs in investigating and defending against claims arising from information displayed on, retrieved from, or transmitted over our platform, even if we ultimately are not held
liable. If any of these events occurs, our revenue could be adversely affected, or we could incur significant additional expense, any of which could have a material adverse effect on our business, financial condition, and results of operations.
Activities of our users or content made
available by such users could subject us to liability.
We provide products and services that enable our users to exchange
information and engage in various online activities, so our products and services include substantial user-generated content. For instance, users can provide information in their Grindr App public profiles, share images via their profile and in
messages with other Grindr App
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users and generate audio and video messages. User content or activity may be
infringing, illegal, hostile, offensive, unethical, or inappropriate or may violate our terms of service. We have in the past been, and may be in the future, subject to lawsuits arising from the conduct of our users, or subject to other
regulatory enforcement actions relating to their contents or actions. Even if claims against us are ultimately unsuccessful, defending against such claims will increase our legal expenses and divert management’s attention from the operation of
our business, which could materially and adversely impact our business and results of operations, and our brand, reputation, and financial results may be harmed.
We and other intermediate online service providers rely primarily
on two sets of laws in the U.S. to shield us from legal liability with respect to user activity. The Digital Millennium Copyright Act (“DMCA”), provides service providers a safe harbor from monetary
damages for copyright infringement claims, provided that service providers comply with various requirements designed to stop or discourage infringement on their platforms by their users. Section 230 of the Communications Decency Act (“CDA”), protects providers of an interactive computer service from liability with respect to most types of content provided over their service by others, including users. Both the DMCA safe harbor and Section
230 of the CDA face regular calls for revision, including without limitation in a number of CDA reform bills currently being considered by legislators. Furthermore, recent litigation involving cloud hosting companies has created uncertainty
with respect to the applicability of DMCA protections to companies that host substantial amounts of user content. For these reasons and others, now or in the future, the DMCA, CDA, and similar provisions may be interpreted as not applying to us
or may provide us with incomplete or insufficient protection from claims.
We do not fully monitor the contents or activities of our users,
so inappropriate content may be posted or activities executed before we are able to take protective action, which could subject us to legal liability. Even if we comply with legal obligations to remove or disable content, we may continue to
allow use of our products or services by individuals or entities who others find hostile, offensive, or inappropriate. The activities or content of our users may lead us to experience adverse political, business and reputational consequences,
especially if such use is high profile. Conversely, actions we take in response to the activities of our users, up to and including banning them from using our products, services, or properties, may harm our brand and reputation.
In addition to liability based on our activities in the United
States, we may also be deemed subject to laws in other countries that may not have the same protections or that may impose more onerous obligations on us, which may impose additional liability or expense on us, including additional theories of
intermediary liability. For example, in 2019, the European Union approved a copyright directive that will impose additional obligations on online platforms, and failure to comply could give rise to significant liability. Other recent laws in
Germany (extremist content), Australia (violent content), India (intermediary liability) and Singapore (online falsehoods), as well as other new similar laws, may also expose cloud-computing companies like us to significant liability. We may
incur additional costs to comply with these new laws, which may have an adverse effect on our business, results of operations, and financial condition. Potential litigation could expose us to claims for damages and affect our operations.
Online applications are subject to various
laws and regulations relating to children’s privacy and protection, which if violated, could subject us to an increased risk of litigation and regulatory actions.
In recent years, a variety of laws and regulations have been
adopted aimed at protecting children using the internet, including the COPPA and Article 8 of the GDPR and the UK GDPR. We implement certain precautions designed to prevent minors from gaining access to our product and services, and we use a
combination of human and automated tooling to identify and block accounts that may be associated with minors. Despite these and other measures, minors may gain access to our products and services and there can be no assurances that the measures
we take will be sufficient to eliminate minors’ potential access which could result in allegations of COPPA and related violations, which could expose us to significant liability, penalties, reputational harm, and loss of revenue, among other
things. We have been in the past, and may be in the future, subject to litigation or allegations relating to our products and services being accessed by minors. Additionally, new regulations are being considered in various jurisdictions to
require the monitoring of user content or the verification of users’ identities and age. Any such new regulations, or changes to existing regulations, could increase the cost of our operations and expose us to significant liability, penalties,
reputational harm, and loss of revenue, among other things. Our policy and practice are that when we learn that Child Sexual Abuse Materials (CSAM) have been transmitted on the platform, we ban the user, remove the content, and submit a report
to the National Center for Missing and Exploited Children. However, we may not always identify circumstances in which CSAM is transmitted on the platform.
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The occurrence of any of these or other factors could
negatively affect our business, financial condition, and results of operations.
We are subject to taxation-related risks in
multiple jurisdictions and may have exposure to greater than anticipated tax liabilities.
We are a U.S.-based multinational company subject to taxes in
multiple U.S. and foreign tax jurisdictions. Our income tax obligations are based on our corporate operating structure and third party and intercompany arrangements, including the way we develop, value, manage, protect and use our intellectual
property and the valuations of our intercompany transactions. The tax laws applicable to our international business activities, including the laws of the U.S., Canada and other jurisdictions, are subject to change and uncertain interpretation.
The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology, intercompany arrangements, or transfer pricing, which could increase our worldwide effective tax rate and the
amount of taxes we pay and seriously harm our business. In addition, our future income taxes could be adversely affected by earnings being lower than anticipated in jurisdictions that have lower statutory tax rates and higher than anticipated
in jurisdictions that have higher statutory tax rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws, regulations, or accounting principles. Taxing authorities may also determine that the way
we operate our business is not consistent with how we report our income, which could increase our effective tax rate and the amount of taxes we pay and harm our business. We are subject to regular review and audit by U.S. federal and state and
foreign tax authorities. Any adverse outcome from a review or audit could have a negative effect on our business, financial condition, results of operation and cash flows.
In addition, tax laws are frequently being re-examined and
evaluated globally. New laws and interpretations of the law are considered for financial statement purposes in the quarter or year in which they become applicable. Tax authorities are increasingly scrutinizing the tax positions of companies.
Many countries in the European Union, as well as several other countries and organizations such as the Organization for Economic Cooperation and Development and the European Commission, are actively considering changes to existing tax laws
that, if enacted, could increase our tax obligations in countries where we conduct our business. These proposals include changes to the existing framework to calculate income taxes, as well as proposals to change or impose new types of
non-income taxes, such as taxes based on a percentage of revenue. For example, several countries in the European Union have proposed or enacted taxes applicable to digital services, which includes business activities on social media platforms
and online marketplaces and would likely apply to our business. Many questions remain about the enactment, form, and application of these digital services taxes. The interpretation and implementation of the various digital services taxes
(especially if there is inconsistency in the application of these taxes across tax jurisdictions) could have a materially adverse impact on our business, results of operations, and cash flows. For example, recently published Treasury
Regulations may limit or eliminate the availability of foreign tax credits for some or all of any digital services taxes we pay in non-U.S. jurisdictions, thereby increasing our overall tax burden. Moreover, if the U.S., Canada or other foreign
tax authorities change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of operations may be adversely impacted.
In addition, the determination of our worldwide provision for
income taxes and other tax liabilities requires significant judgment by management, and there are many transactions where the ultimate tax determination is uncertain. Although we believe that our estimates are reasonable and consistent with the
tax laws in the jurisdictions in which we conduct our business, the ultimate tax outcome may differ from the amounts recorded in our financial statements and our positions may be challenged by jurisdictional tax authorities, any of which may
materially affect our financial results in the period or periods for which such determination is made. Therefore, our future income tax obligations could be volatile and difficult to predict due to changes in tax laws, regulation or accounting
principles.
Legal, political, and economic uncertainty
surrounding the exit of the United Kingdom from the European Union, or Brexit, and the implementation of the trade and cooperation agreement between the United Kingdom and the European Union could have a material adverse effect on our business.
Because we conduct business in the United Kingdom and the European
Union, we face risks associated with the potential uncertainty and disruptions related to the withdrawal of the United Kingdom from the European Union, commonly referred to as “Brexit.” Although the United Kingdom and the European Union have
entered into a trade and cooperation agreement (the “Trade and Cooperation Agreement”), the long-term nature of the United Kingdom’s relationship with the European Union following the Brexit and the
implementation and application of the Trade and Cooperation Agreement remain uncertain, including with respect to volatility in exchange rates and interest
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rates, disruptions to the free movement of data, goods, services, people and
capital between the United Kingdom and the European Union, and potential material changes to the regulatory regime applicable to our operations in the United Kingdom. The uncertainty concerning the United Kingdom’s future legal, political, and
economic relationship with the European Union could adversely affect political, regulatory, economic, or market conditions in the European Union, the United Kingdom and worldwide, and could contribute to instability in global political
institutions, regulatory agencies, and financial markets. These developments, or the perception that any of them could occur, have had, and may continue to have, a material adverse effect on global economic conditions and the stability of
global financial markets, and they could significantly reduce global market liquidity and limit the ability of key market participants to operate in certain financial markets. Brexit could also lead to a period of considerable uncertainty in
relation to the United Kingdom financial and banking markets, as well as to the regulatory process in Europe. Asset valuations, currency exchange rates, and credit ratings may also be subject to increased market volatility.
As a result of Brexit, we may also face new regulatory costs and
challenges that could have a material adverse effect on our operations. For example, as of January 1, 2021, the United Kingdom lost the benefits of global trade agreements negotiated by the European Union on behalf of its members, which may
result in increased trade barriers that could make our ability to conduct business in areas that are subject to such global trade agreements more difficult. In addition, Brexit could lead to legal uncertainty and potentially divergent national
laws and regulations as the United Kingdom determines which laws of the European Union to replace or replicate. For example, Brexit could lead to potentially divergent laws and regulations, such as with respect to data protection and data
transfer laws, that could be costly and difficult for us to comply with. There may continue to be economic uncertainty surrounding the consequences of Brexit that adversely impact customer confidence resulting in customers reducing their
spending budgets on our services. While we continue to monitor these developments, the full effect of Brexit on our operations is uncertain and our business our business, financial condition, and results of operations could be materially and
adversely affected.
Risks Related to Our Indebtedness
Our indebtedness could materially adversely
affect our financial condition, our ability to raise additional capital to fund our operations, operate our business, react to changes in the economy or our industry, meet our obligations under our outstanding indebtedness, including
significant operating and financial restrictions imposed on us by our debt agreements, and it could divert our cash flow from operations for debt payments.
As of September 30, 2022, we had total outstanding indebtedness
(net) of approximately $194.7 million, consisting of outstanding borrowings under our senior secured credit facilities. In November 2022, we incurred an additional $170.8 million in indebtedness under the senior secured credit facilities. See
Note 13 to Legacy Grindr's unaudited condensed consolidated financial statements for the nine months ended September 30, 2022 beginning on page F-47 of this prospectus for further information.
In June 2020, as part of San Vicente Holdings LLC’s (“SVH”) indirect acquisition of approximately 98.6% interest in Legacy Grindr (and its subsidiaries) from Kunlun Grindr Holdings Limited (“Kunlun”), San Vicente
Acquisition LLC, an indirect subsidiary of SVH (“SV Acquisition”) agreed to pay what, after adjustments provided for in the acquisition agreement, amounted to a $230.0 million deferred consideration
payment liability to Kunlun, payable on the second and third anniversary of the closing date (the “Deferred Payment”). In connection with the acquisition, SV Acquisition assigned the obligations for the
Deferred Payment to Legacy Grindr, and subsequently, through a series of assumption agreements, SV Acquisition re-assumed the obligations for the Deferred Payment. In June 2022, Legacy Grindr declared a distribution of $83.3 million to its
members, including an affiliate of SV Acquisition, on a pro rata basis. Legacy Grindr paid this distribution in June and July 2022. SV Acquisition’s affiliate, San Vicente Group Holdings LLC (“SV Group Holdings”),
received its ratable share of this distribution, being $75.0 million, and distributed that amount through intermediate holding companies to SV Acquisition, which then paid such amount to Kunlun in partial satisfaction of the Deferred Payment
obligation, thereby reducing such obligation to $155.0 million. The cash transfer to Kunlun was effected by Legacy Grindr at the instruction of SV Group Holdings. The Deferred Payment obligation was fully repaid within ten (10) business days of
Closing. See the section titled “ Management's Discussion and Analysis of Financial Condition and Results of Operation—Financing Arrangements” that appears elsewhere in this prospectus for further
information. The obligations under the Credit Agreement are subject to automatic acceleration upon a voluntary or involuntary bankruptcy event of default, and are subject to acceleration at the election of the lenders upon the continuance of
any other event of default, including a material adverse change in the business, operations or conditions of the Company.
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The Credit Agreement that governs our senior secured credit
facilities imposes significant operating and financial restrictions on us. These restrictions will limit our ability and/or the ability of our subsidiaries to, among other things:
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prepay, redeem or repurchase any subordinated indebtedness or enter into amendments to certain subordinated indebtedness in a
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In addition, the Credit Agreement requires us to maintain a total
leverage ratio of no greater than 4.75 to 1.00 prior to and through March 31, 2022, and thereafter, no greater than 3.25 to 1.00. As a result of these and other restrictions, we may be limited as to how it conducts business, and we may be
unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness that we may incur could include similar or more restrictive covenants. We cannot
assure you that it will be able to maintain compliance with these covenants in the future and, if it fails to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants. Our failure to comply with the restrictive
or financial covenants described above, as well as the terms of any future indebtedness could result in an event of default, which, if not cured or waived, could result in us being required to repay these borrowings before their due date. If we
are forced to refinance these borrowings on less favorable terms or if it is unable to refinance these borrowings, our business, financial condition, and results of operations could be materially adversely affected.
Furthermore, we may be able to incur substantial additional
indebtedness in the future. The terms of the credit agreements governing our indebtedness limit, but do not prohibit, us from incurring additional indebtedness, and the additional indebtedness incurred in compliance with these restrictions
could be substantial. These restrictions will also not prevent us from incurring obligations that do not constitute “Indebtedness” as defined in the agreements governing our indebtedness. If new indebtedness is added to our current debt levels,
the related risks that we now face could intensify.
The obligations under the Credit Agreement are subject to
automatic acceleration upon a voluntary or involuntary bankruptcy event of default, and are subject to acceleration at the election of the lenders upon the continuance of any other event of default, including a material adverse change in the
business, operations or conditions of the Company. A default interest rate of an additional 2.0% per annum will apply on all outstanding obligations during the occurrence and continuance of an event of default. The Credit Agreement includes
restrictive non-financial and financial covenants, including the requirement to maintain a total leverage ratio no greater than 4.75:1.00 prior to and through March 31, 2022, and no greater than 3.25:1.00 thereafter. See the section titled “Management's Discussion and Analysis of Financial Condition and Results of Operation—Financing Arrangements” that appears elsewhere in this prospectus for further information.
Offshore Holdings’ independent registered
public accounting firm has expressed substantial doubt as to Offshore Holdings’ ability to continue as a going concern in its reports.
In its reports on Offshore Holdings' financial statements,
Offshore Holdings' independent registered public accounting firm included an explanatory paragraph expressing substantial doubt regarding Offshore Holdings’ ability to continue as a going concern. See Note 1 to Offshore Holdings' unaudited
consolidated financial statements and audited consolidated financial statements included elsewhere in this prospectus. As of September 30, 2022, Offshore Holdings had cash of $27.2 million and had a liability of $140.1 million related to the
Deferred Payment which matures in June 2023. In accordance with the terms of the Agreement and Plan of Merger with Tiga that was signed on May 9, 2022, we are permitted to distribute up to $370.0 million to our members to repay the entire
Deferred Payment that currently exists with cash from the Business Combination. In June 2022, we declared a distribution of
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$83.3 million to the members and subsidiaries of Offshore Holdings used Offshore
Holdings' pro rata share of the distribution, being $75.0 million, to partially satisfy the Deferred Payment obligation. In connection with Closing, the Deferred Payment obligation was fully repaid with cash, a portion of which was obtained
from borrowings under our senior secured credit facilities.
Risks Related to Ownership of our Securities
We have a limited operating history and, as a
result, our past results may not be indicative of future operating performance.
As explained above, our management team has limited history
working together, which makes it difficult to forecast our future results. See “—Risks Related to our Brand, Products and Services, and Operations—We have grown rapidly in recent years and certain members of
our management team have joined us recently. If we are unable to manage our operations or growth effectively, our brand, company culture, and financial performance may suffer.” You should not rely on our past annual or quarterly
operating results as indicators of future performance. In addition, you should consider and evaluate our prospects in light of the risks and uncertainties frequently encountered by companies in rapidly evolving markets like ours, as well as the
information included elsewhere in this prospectus.
Our reported financial results may be
adversely affected by changes in accounting principles generally accepted in the United States.
Generally accepted accounting principles in the United States are
subject to interpretation by the Financial Accounting Standards Board (“FASB”), the American Institute of Certified Public Accountants, the SEC and various bodies formed to promulgate and interpret
appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.
There is no guarantee that our Warrants will
be in the money at the time they become exercisable, and they may expire worthless.
The exercise price for our Warrants is $11.50 per warrant. We
believe the likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Common Stock. If the trading price for our Common Stock is
less than $11.50 per share, we believe holders of our Warrants will be unlikely to exercise their warrants. There is no guarantee that the Warrants will be in the money following the time they become exercisable and prior to their expiration,
and as such, the warrants may expire worthless.
The requirements of being a public company
may strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified board members.
As a public company, we are subject to the reporting requirements
of the Exchange Act, the listing standards of NYSE and other applicable securities rules and regulations. The requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some
activities more difficult, time-consuming, and costly, and place significant strain on our personnel, systems and resources. Furthermore, several members of our management team do not have prior experience in running a public company. The
Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and results of operations. As a result of the complexity involved in complying with the rules and regulations applicable
to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, results of operations and financial condition. Although we have already hired additional employees to assist us in
complying with these requirements, we may need to hire more employees in the future or engage outside consultants, which will increase our operating expenses. In addition, changing laws, regulations and standards relating to corporate
governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying
interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty
regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest substantial resources to comply with evolving laws, regulations and standards, and this investment may
result in increased general and administrative expenses and a diversion of management’s time and attention from business operations to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the
activities intended by regulatory
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or governing bodies due to ambiguities related to their application and practice,
regulatory authorities may initiate legal proceedings against us and our business may be harmed. We also expect that being a public company that is subject to these new rules and regulations will make it more expensive for us to obtain director
and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our
board of directors (the “Board”), particularly members who can serve on our audit committee, and qualified executive officers. As a result of the disclosure obligations required of a public company, our business and financial condition will
become more visible, which may result in an increased risk of threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business, results of operations and financial condition would be
harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, would divert the resources of our management and harm our business, results of
operations and financial condition.
We will incur significantly increased costs
and devote substantial management time as a result of operating as a public company.
As a public company, we will incur significant legal, accounting
and other expenses that we would not incur as a private company. For example, we are subject to the reporting requirements of the Exchange Act, and are required to comply with the applicable requirements of the Sarbanes-Oxley Act and the
Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations of the SEC and NYSE, including the establishment and maintenance of effective disclosure and financial controls, changes in corporate governance
practices and required filing of annual, quarterly and current reports with respect to our business and results of operations. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or
improvement could harm our results of operations or cause us to fail to meet our reporting obligations. Our compliance with these requirements increases our legal and financial compliance costs and make some activities more time-consuming and
costly. In addition, our management and other personnel need to divert attention from operational and other business matters to devote substantial time to these public company requirements. In particular, we incur significant expenses and
devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when we are no longer an emerging growth company. We are in the process of hiring additional
accounting personnel and, as a public company, may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and may need to establish an internal audit function.
Operating as a public company makes it more expensive for us to
obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain same or similar coverage. This could also make it more difficult for us to attract and retain
qualified people to serve on our Board, board committees or as executive officers.
NYSE may be unable to maintain the listing
of our securities on NYSE, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
In connection with the Business Combination, in order to continue
to obtain the listing of our securities on NYSE, we were required to demonstrate compliance with NYSE’s initial listing requirements, which are more rigorous than NYSE’s continued listing requirements. Although we successfully had our
securities listed on NYSE, we may be unable to maintain the listing of its securities in the future.
If we fail to maintain our listing, and if NYSE or another
national securities exchange ceases to list our securities on its exchange, our shareholders could face significant material adverse consequences, including:
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a limited availability of market quotations for our securities;
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reduced liquidity for our securities;
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a determination that our Common Stock is a “penny stock” which will require brokers trading our Common Stock to adhere to
more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
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a limited amount of news and analyst coverage; and
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a decreased ability to issue additional securities or obtain additional financing in the future.
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The National Securities Markets Improvement Act of 1996, which is
a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If our securities are
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no longer listed on the NYSE, such securities would not qualify as covered
securities and we would be subject to regulation in each state in which it offers its securities because states are not preempted from regulating the sale of securities that are not covered securities.
The price of our securities may be volatile.
The price of our securities may fluctuate due to a variety of
factors, including:
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changes in the industry in which we operate;
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the success of competitive services or technologies;
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developments involving our competitors;
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regulatory or legal developments in the United States and other countries;
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developments or disputes concerning our intellectual property or other proprietary rights;
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the recruitment or departure of key personnel;
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actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities
analysts;
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variations in our financial results or those of companies that are perceived to be similar to us;
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general economic, industry and market conditions, such as the effects of the COVID-19 pandemic, the 2022 mpox outbreak,
recissions, interest rates, inflation, international currency fluctuations, political instability and acts of war or terrorism; and
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the other factors described in this “Risk Factors” section.
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These market and industry factors may materially reduce the market
price of our Common Stock regardless of our operating performance, including our businesses acquired in the Business Combination.
Future resales of our Common Stock and/or
Warrants may cause the market price of our securities to drop significantly, even if our business is doing well.
Pursuant to the A&R Registration Rights Agreement, the Sponsor
and Tiga's founders, including their respective affiliates, are contractually restricted from selling or transferring any of its shares of Common Stock (the “Lock-up Shares”), other than (i) any transfer
to an affiliate of a holder, (ii) distribution to profit interest holders or other equity holders in such holder or (iii) as a pledge in a bona fide transaction to third parties as collateral to secure obligations under lending arrangements
with third parties. Such restrictions began at Closing and end on the date that is 12 months after the Closing.
However, following the expiration of such lockup, the Sponsor and
Tiga's founders, including their respective affiliates, will not be restricted from selling shares of our Common Stock and/or Warrants held by them, other than by applicable securities laws. Additionally, neither the forward purchase
shareholders nor the Legacy Grindr unitholders party to the A&R Registration Rights Agreement will be restricted from selling any of their shares of Common Stock following the closing of the Business Combination. As such, sales of a
substantial number of shares of Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our
Common Stock. The Lock-up Shares may be sold after the expiration of the applicable lock-up period under the A&R Registration Rights Agreements. As restrictions on resale end and registration statements (filed after the Closing to provide
for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in our share price or the market price of our Common Stock could decline
if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.
In addition, we may issue additional shares of our Common Stock or
other equity securities without the approval of investors, which would reduce investors’ proportionate ownership interests and may depress the market price of our Common Stock.
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Sales of our Common Stock and/or Warrants
or the perception of such sales, by us or the selling securityholders pursuant to this prospectus, in the public market or otherwise, could cause the market price for our securities to decline, even though the selling securityholders would
still realize a profit on sales at lower prices. Resales of the securities offered by this prospectus may cause the market price of such securities to drop significantly, even if our business is doing well.
We have filed the registration statement of which this prospectus
forms a part in order to register the resale under the Securities Act of the Common Stock and certain warrants held by certain securityholders, including the founders the Sponsors, and the Legacy Grindr unitholders. We will not receive any of
the proceeds from such sales, except with respect to amounts received by us upon exercise of warrants, which depends on the relative price of our Common Stock and the extent to which such warrants are exercised for cash. If the warrants are out
of the money, the warrant holders may not exercise their warrants. The sale of our Common Stock in the public market or otherwise, including sales pursuant to this prospectus, or the perception that such sales could occur, could harm the
prevailing market price of our Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Resales
of our Common Stock may cause the market price of our securities to drop significantly, even if our business is doing well. In addition, the selling securityholders named in this prospectus hold a disproportionately large portion of our
outstanding Common Stock. For example, our two largest stockholders, G. Raymond Zage, III and James Fu Bin Lu, who beneficially own approximately 72.5% of our issued and outstanding Common Stock in the aggregate, will be able to sell all of his
securities held for so long as the registration statement of which this prospectus forms a part is in effect, subject to any applicable lock-up restrictions. Even if the trading price of our Common Stock falls to or significantly below the
current trading price, the selling securityholders may still have an incentive to sell and profit due to the nominal purchase prices paid by such selling securityholders, which are significantly lower than the purchase prices paid by the public
securityholders. While such selling securityholders may experience a positive rate of return based on the current trading price of our Common Stock, the public securityholders may not experience a similar rate of return on the securities they
purchased due to differences in the purchase prices and the trading price at the time of such sales. Additionally, a portion of our Common Stock, including Common Stock held by Mr. Zage, are subject to a lock-up and restricted from immediate
resale; however, upon expiration of their respective lock-up periods, the sale of shares of such Common Stock or the perception that such sales may occur, could cause the market price of our Common Stock to drop significantly.
We may be subject to securities litigation,
which is expensive and could divert management attention.
The market price of our securities may be volatile and, in the
past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us
could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm its business.
Reports published by analysts or the ceasing
of publication of research or reports about us, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our securities.
Securities research analysts may establish and publish their own
research and reports, including periodic projections, for our stock, and the trading market for our stock will be influenced by such research and reports or the lack thereof. These research and reports may vary widely and may not accurately
predict the results we actually achieve. Our share price may decline if its actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on Grindr downgrades our
stock or publishes inaccurate or unfavorable research about our business, our stock price could decline. If one or more of these analysts ceases coverage of Grindr or fails to publish reports on Grindr regularly, our securities price or trading
volume could decline. While we expect research analyst coverage to continue, if analysts cease to continue coverage of Grindr, we could use visibility in the financial markets, and the market price and volume for our securities could be
adversely affected.
We do not intend to pay cash dividends for the
foreseeable future.
We intend to retain our future earnings, if any, to finance the
further development and expansion of our business and do not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our Board and will depend on its financial condition,
results of operations, capital requirements and future agreements and financing instruments, business prospects and such other factors as its Board deems
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relevant. As a result, you may not receive any return on an investment in our
Common Stock unless you sell our Common Stock for a price greater than that which you paid for it.
General Risk Factors
A downturn in the global economy, especially
in the U.S. and Europe, where a substantial majority of our revenue is generated could adversely harm our business.
Our performance depends, at least in part, on global economic
conditions and their impact on levels of spending by our subscribers and advertisers. A decline in general economic conditions, including but not limited to recent inflationary movements, especially in the U.S. and Europe, where we generate a
substantial majority of our revenue, may adversely affect levels of consumer discretionary spending, the demands for our products and services, as well as advertising expenditures, any of which could materially adversely affect our business,
financial condition, and results of operations.
In addition, given the cyclical nature of the global economy, a
recessionary period may occur in the future, which could negatively affect our business, financial condition, and results of operation. The ongoing U.S.-China trade tension and other international diplomatic issues, as well as geopolitical
conflicts, including the military conflict involving Russia and Ukraine, and the economic sanctions imposed on Russia, present additional uncertainties for the U.S. and global economies. There can be no assurances that future economic
conditions in the U.S. or elsewhere around the world will be favorable to our business.
Our employees could engage in misconduct that
materially adversely affects us.
Our employees could engage in misconduct that could have a
materially adverse effect on us. We may not be able to prevent or detect misconduct by our employees, either personal or in the course of their duties on behalf of us, and the precautions we take to prevent and detect this activity may not be
effective. See “—Risks Related to Regulation and Litigation—Online applications are subject to various laws and regulations relating to children’s privacy and protection, which if violated, could subject us to
an increased risk of litigation and regulatory actions.” If any of our employees were to engage in or be accused of misconduct, we could be exposed to legal liability, negative publicity, our business and reputation could be materially
adversely affected, and we could fail to retain key employees. See “—Risks Related to our Brand, Products and Services, and Operations—Unfavorable media coverage could materially and adversely affect our
business, brand, or reputation.”
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Certain industry data and market data included in this prospectus
were obtained from independent third-party surveys, market research, publicly available information, reports of governmental agencies and industry publications and surveys. All of management’s estimates presented herein are based upon
management’s review of independent third-party surveys and industry publications prepared by a number of sources and other publicly available information. All of the market data used in this prospectus involves a number of assumptions and
limitations, and you are cautioned not to give undue weight to such estimates. We believe that the information from these industry publications and surveys included in this prospectus is reliable. The industry in which we operate is subject to
a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from
those expressed in the estimates made by the independent parties and by us.
The sources of certain statistical data, estimates and forecasts
contained in this prospectus include the following independent industry publications or reports:
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Global Social Networking Applications Industry, Independent Market Research by Frost & Sullivan, March 2022, which was
commissioned by Legacy Grindr in 2021 and 2022 (the “Frost & Sullivan Study”).
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ILGA World, State-Sponsored Homophobia Global Legislation Overview Update Report, 2022 (the “ILGA
World Report”).
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Morning Consult April–May 2022 Q1 Survey of 1000 GBTQ US Adults, commissioned by Legacy Grindr (the “Morning Consult Survey”).
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Certain monetary amounts, percentages and other figures included
in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the
text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
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All of the shares of Common Stock and Warrants offered by the
selling securityholders pursuant to this prospectus will be sold by the selling securityholders for their respective accounts. We will not receive any of the proceeds from these sales.
We will receive up to an aggregate of approximately $429,640,000
million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. We expect to use the net proceeds from the exercise of the Warrants for general corporate purposes. We will have broad discretion over the
use of proceeds from the exercise of the Warrants. There is no assurance that the holders of the Warrants will elect to exercise any or all of such Warrants. To the extent that the Warrants are exercised on a “cashless basis,” the amount of
cash we would receive from the exercise of the Warrants will decrease.
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The offering price of the shares of Common Stock underlying the
Warrants offered hereby is determined by reference to the exercise price of the Warrants of $11.50 per share. The Public Warrants are listed on NYSE under the symbol “GRND.WS.”
We cannot currently determine the price or prices at which shares
of Common Stock or Warrants may be sold by the selling securityholders under this prospectus.
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Market Information
Our Common Stock and Public Warrants are currently listed on NYSE
under the symbols “GRND” and “GRND.WS,” respectively. Prior to the Closing, Tiga’s Class A ordinary shares, units and warrants were listed on NYSE under the symbols “TINV,” “TINV.U,” and “TINV.WS,” respectively. As of December 5, 2022,
following the completion of the Business Combination, there were 71 holders of record of the Common Stock and 6 holders of record of our Warrants. We currently do not intend to list the Private Placement Warrants on any stock exchange or stock
market.
Dividend Policy
We have not declared or paid any dividends on shares of Common
Stock to date. We anticipate that we will retain our future earnings to finance the further development and expansion of our business and do not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends
will be at the discretion of the Board and will depend on our financial condition, results of operations, capital requirements and future agreements and financing instruments, business prospects, and such other factors as the Board deems
relevant. In addition, Grindr’s Credit Agreement, dated as of June 10, 2020, among Grindr Gap LLC, Grindr Capital LLC, Fortress Credit Corp., and the other parties thereto, as amended, contain restrictions on its ability to pay dividends.
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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion
and analysis of our financial condition and results of operations should be read in conjunction with the “Condensed Consolidated Financial Statements of Legacy Grindr (unaudited)” and related notes and the “Condensed Consolidated Financial
Statements of San Vicente Holdings (Cayman) Limited” and the related notes that appear elsewhere in this prospectus. Our historical results do not necessarily reflect what our historical financial position and results of operations would have
been had we been a stand-alone public company during the periods presented. In addition, our historical results are not necessarily indicative of the results to be expected for any future period, and results for any interim period are not
necessarily indicative of the results to be expected for the full year.
In addition to historical
consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in this
prospectus.
Overview
We are the world’s largest social network focused on the LGBTQ
community with approximately 10.8 million MAUs and approximately 601 thousand Paying Users (as defined below) in 2021. Our Paying Users were over 815 and 768 thousand for the three and nine months ended September 30, 2022, respectively.
According to the Frost & Sullivan Study commissioned by Legacy Grindr, we are the largest and most popular gay mobile app in the world, with more MAUs than other LGBTQ social networking applications. Our mission is to connect queer people
with one another and the world. Since our inception in 2009 as a casual dating app for gay men, we have evolved into a global LGBTQ social network platform serving and addressing the needs of the entire LGBTQ queer community. We believe Grindr
is a vital utility for the LGBTQ community and our users, as evidenced by our user engagement. Our users are some of the most engaged, spending, on average, 61 minutes per day on our platform compared to 10-20 minutes on dating apps, according
to the Frost & Sullivan Study commissioned by Legacy Grindr, and 25-35 minutes on social networking apps, according to Statista.
We have grown significantly over the years since our product
launch. For the three months ended September 30, 2022 and 2021, we generated $50.4 million and $38.2 million of revenue, respectively, and for the nine months ended September 30, 2022 and 2021, we generated $140.5 million and $100.8 million of
revenue, respectively, representing a period-over-period growth of 31.9% and 39.4% as compared to the three-month and nine-month periods in 2021, respectively. We had over 815 and 768 thousand Paying Users for the three and nine months ended
September 30, 2022, representing a period-over-period growth of 33.3% and 33.1% as compared to the same period in 2021. In 2021, we generated $145.8 million of revenue, representing year-over-year growth of 39.5% as compared to the combined
Legacy Grindr, and its subsidiaries (collectively referred to herein as the “Successor”) 2020 Period and Legacy Grindr (f/k/a Grindr Inc., a Delaware corporation, which was f/k/a KL Grindr Holdings Inc., a Delaware corporation) and its
subsidiaries (the “Predecessor”) 2020 Period (as defined below) and approximately 601 thousand Paying Users, which is 2.2% higher than our Paying Users from 2020. We have users in over 190 countries or territories and support 21 languages on
our platform. On average, profiles on our platform sent over 260.0 million daily messages in 2021.
Despite our growth, we believe we are just beginning to scratch
the surface of our market opportunity and financial potential. According to the Frost & Sullivan Study commissioned by Legacy Grindr, the LGBTQ population is growing faster than the overall population and younger generations are driving
this growth. We expect this trend to continue as social norms shift, more progressive attitudes surface, and people become more comfortable expressing themselves openly. As this group grows, gains influence, and becomes more digitally
connected, we believe we are well positioned to continue to be the leading platform for this group to connect with each other. The Frost & Sullivan Study commissioned by Legacy Grindr estimates the global LGBTQ population at 538.4 million
in 2021 with approximately $10.9 trillion of GDP at purchasing power parity. In 2021, our MAUs and revenue imply we have only captured around 2.0% of the LGBTQ population and less than 0.01% of the spend. As the world’s largest social network
focused on the LGBTQ community, we have significant opportunities to grow both our users and our revenue through new products and services and additional monetization features.
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In June 2020, San Vicente Holdings LLC (“SVH”) acquired,
through SV Acquisition LLC (“SV Acquisition”), approximately 98.6% interest in the Predecessor from Kunlun Holdings Limited (“Kunlun”). The remaining interest was held as restricted stock. The transaction resulted in related entities being
consolidated for financial reporting with the financial statements reflecting the adjustments of assets and liabilities to fair market value (“FMV”) at the transaction date. The Predecessor reorganized
and converted to Grindr Holdings LLC through a series of related transactions and entities. To distinguish between the difference in basis of accounting due to the acquisition that occurred on June 10, 2020, the information below presents
operations for two periods, Predecessor and Successor, which relate to the periods preceding and the periods succeeding the acquisition, respectively. References to the “Successor 2020 Period” in the discussion below refers to the period from
June 11, 2020 to December 31, 2020. References to the “Predecessor 2020 Period” in the discussion below refers to the period from January 1, 2020 to June 10, 2020. We believe that it remains useful to review the operating results for the
Successor 2020 Period and Predecessor 2020 Period as combined for purposes of producing an analysis useful to a user of the financial statements. Therefore, some of the discussion below considers our analysis of our financial results for the
combined Successor 2020 Period and Predecessor 2020 Period (as defined below) with no pro forma adjustments applied to the periods to reflect the difference in basis.
Prior to the transaction with SVH, we experienced many years of
user, revenue, and Adjusted EBITDA growth. As a result of our growth, our infrastructure and systems were not keeping pace, just like many high growth tech companies in similar situations. Following the transaction with SVH, we spent the next
several months focused on reassessing strategic priorities, updating its technology infrastructure, upgrading our data systems, stabilizing our product, and optimizing our cost structure. As a result, by 2021 we had a nimbler company with
modern tools that resulted in a better and more stable product. This positioned us to take advantage of growth opportunities in 2021 and beyond.
The Grindr App is free to download and provides certain services
and features to our users for free, and then offers a variety of additional controls and features for users who subscribe to our premium products and services, Grindr XTRA and Grindr Unlimited. A substantial portion of our revenues are derived
directly from users in the form of recurring subscription fees, providing our users access to a bundle of features for the period of their subscription, or add-ons to access premium features. Leveraging the strong brand awareness and
significant user network stemming from our first mover advantage in the LGBTQ social networking space, our historical growth in number of users has been driven primarily by word of mouth referrals or other organic means.
While we have users in over 190 countries and territories, our
core markets are currently North America and Europe, from which we derived 87.2%, 87.7%, 89.5%, 86.1%, and 87.8% of our total revenues for the three and nine months ended September 30, 2022, the year ended December 31, 2021, combined Successor
2020 Period and Predecessor 2020 Period, and the year ended December 31, 2019, respectively. We intend to grow our user base and revenues by providing innovative and customized products and services and features to users in targeted geographic
regions outside of our current core markets that have a large number of untapped potential users, favorable regulatory environments, and fast-growing economies.
In addition to our revenue generated from subscription fees and
premium add-ons, we generate a portion of our revenues from both first-party and third-party advertising. Our advertising business provides advertisers with the unique opportunity to directly target and reach the LGBTQ community, which is
characterized by a higher-than-average proportion of well-educated, brand-conscious individuals with substantial aggregate global purchasing power. Advertisers on our Grindr App span across many different industries, including healthcare,
gaming, travel, automotive, and consumer goods. We offer a diverse range of advertising initiatives to advertisers, such as in-app banners, full-screen interstitials, rewarded video, and other customized units, typically sold on an impressions
basis. Additionally, we contract with a variety of third-party advertisement sales platforms to market and sell digital and mobile advertising inventory on our Grindr App. We will continue to evaluate opportunities to increase inventory with
unique advertising units and offerings.
Consolidated Results for the Three Months Ended September 30, 2022 and
2021
For the three months ended September 30, 2022 and 2021, we generated:
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Revenues of $50.4 million and $38.2 million, respectively. The increase was $12.2 million, or 31.9%.
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Net Income (Loss) of $(4.7) million and $1.9 million, respectively. The decrease was $6.6 million, or (347.4)%.
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Adjusted EBITDA of $24.0 million and $20.5 million, respectively. The increase was $3.5 million, or 17.1%.
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Consolidated Results for the Nine Months Ended September 30, 2022
and 2021
For the nine months ended September 30, 2022 and 2021, we generated:
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Revenue of $140.5 million and $100.8 million, respectively. The increase was $39.7 million, or 39.4%.
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Net Income (Loss) of $(4.3) million and $(1.4) million, respectively. The decrease was $2.9 million, or (207.1)%.
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Adjusted EBITDA of $65.8 million and $53.7 million, respectively. The increase was $12.1 million, or 22.5%.
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Consolidated Results for the Year Ended December 31, 2021 and 2020
For the year ended December 31, 2021, Successor 2020 Period and
Predecessor 2020 Period, we generated:
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Revenue of $145.8 million, $61.1 million, and $43.4 million, respectively. The increase for the year ended December 31, 2021
compared to the combined Successor 2020 Period and Predecessor 2020 Period was $41.3 million, or 39.5%.
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Net Income (Loss) of $5.1 million, $(11.0) million, and $(2.1) million, respectively. The increase for the year ended
December 31, 2021 compared to the combined Successor 2020 Period and Predecessor 2020 Period was $18.2 million, or 138.9%.
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Adjusted EBITDA of $77.1 million, $35.7 million, and $14.9 million, respectively. The increase for the year ended
December 31, 2021 compared to the combined Successor 2020 Period and Predecessor 2020 Period was $26.5 million, or 52.4%. See the section titled “Non-GAAP Financial Measures—Adjusted EBITDA” for
more details on the calculations.
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The Business Combination and Public Company Costs
Pursuant to the Merger Agreement, Legacy Grindr was merged with
and into Merger Sub I, with Legacy Grindr surviving the First Merger as a wholly owned subsidiary of Tiga, and promptly thereafter and as part of the same overall transaction of the First Merger, Legacy Grindr, being the entity that survived
the First Merger, merged with and into Merger Sub II, with Merger Sub II being the entity that survived the Second Merger and continuing in existence as a wholly owned subsidiary of Tiga, in accordance with the terms and conditions of the
Merger Agreement. Upon Closing, the Company received approximately $105.1 million in gross cash proceeds consisting of approximately $5.1 million from the Tiga trust account, $50.0 million from the Forward Purchase Commitment and an additional
$50.0 million from the Backstop Commitment, prior to the payment of outstanding expenses, payment of outstanding obligations (including the payment of the outstanding Kunlun Deferred Payment. In connection with the Business Combination, the
Company amended that certain Credit Agreement with Fortress Credit Corp. and other lenders a party thereto, to enable the Company to borrow an additional aggregate principal amount of $170.8 million through supplemental term loans and Catapult
GP II paid approximately $12.0 million to Legacy Grindr to partially repay the outstanding Catapult Note.
While the legal acquirer in the Merger Agreement is Tiga, for
financial accounting and reporting purposes under U.S. GAAP, Legacy Grindr is the accounting acquirer and the Business Combination is accounted for as a “reverse recapitalization.” A reverse recapitalization (i.e., a capital transaction
involving the issuance of stock by Grindr for the stock of Legacy Grindr) did not result in a new basis of accounting, and the consolidated financial statements of the combined entity represent the continuation of the consolidated financial
statements of Legacy Grindr in many respects. Accordingly, the consolidated assets, liabilities and results of operations of Legacy Grindr became the historical consolidated financial statements of Grindr, and Legacy Grindr’s assets,
liabilities, and results of operations were consolidated with Grindr beginning on the acquisition date. Operations prior to the Business Combination will be presented as those of Grindr in future reports. The net assets of Legacy Grindr were
recognized at historical cost (which was consistent with carrying value), with no goodwill or other intangible assets recorded upon execution of the Business Combination.
Upon becoming an SEC-registered and NYSE-listed company at
Closing, we hired additional personnel and implemented procedures and processes to address public company regulatory requirements and customary practices. The Company expects to incur additional annual expenses as a public company for, among
other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees. The Company is classified as an Emerging
Growth Company, as defined under
60
the Jumpstart Our Business Act (the “Jobs Act”),
which was enacted on April 5, 2012. As a result of the Business Combination, the Company is provided certain disclosure and regulatory relief, provided by the SEC, as an Emerging Growth Company.
Our future results of consolidated operations and financial
position may not be comparable to historical results as a result of the Business Combination.
How We Generate Revenue
We currently generate revenue from two revenue streams—Direct
Revenue (as defined below) and Indirect Revenue (as defined below). Direct Revenue is revenue generated by our users who pay for subscriptions or add-ons to access premium features. Indirect Revenue is generated by third parties who pay us for
access to our users, such as advertising or partnerships.
Direct Revenue is driven predominately by our subscription revenue
and premium add-ons. Our current subscription offerings are Grindr XTRA and Grindr Unlimited. Our subscription revenue has grown through organic user acquisition and the viral network effects enabled by our brand and market position. We utilize
a freemium model to drive increased user acquisition, subscriber conversions, and monetization on the Grindr App. Many of our users choose to pay for premium features and functionalities, such as access to more user profiles, ad-free
environments, advanced filters, unlimited blocks and favorites, and the ability to send multiple photos at the same time, to enhance their user experience. By continuously introducing new premium features, we continue to increase our Paying
Users and average revenue per paying user.
For the years ended December 31, 2021, the combined Successor
Period 2020 and Predecessor Period 2020, and 2019, our Adjusted Direct Revenue (as defined below) accounted for 80.2%, 93.1%, and 77.3% of our total revenue, respectively. For the three and nine months ended September 30, 2022 and the three and
nine months ended September 30, 2021, our Adjusted Direct Revenue (as defined below) accounted for 85.7%, 84.3%, 79.8%, and 81.0% of our total revenue, respectively.
Indirect Revenue primarily consists of revenue generated by third
parties who pay us for access to our users, including advertising, partnerships, merchandise, and other non-direct revenue. Our advertising business provides advertisers with the unique opportunity to directly target and reach the LGBTQ
community, which generally consists of well-educated individuals with significant global purchasing power. We have attracted advertisers from a diverse array of industries, including healthcare, gaming, travel, automotive, and consumer goods.
We offer a diverse range of advertising initiatives to advertisers, such as in-app banners, full-screen interstitials, rewarded video, and other customized units, typically on a CPM basis. We contract with a variety of third-party ad platforms
to market and sell digital and mobile advertising inventory on our Grindr App. In exchange for facilitating the advertising process, we pay the relevant third-party ad platform a share of the revenue derived from the advertisements they place
on the Grindr App. We intend to continue to grow our Indirect Revenue through advertising, partnerships, merchandise, and other non-direct initiatives.
61
Operating and Financial Metrics
|
(in thousands, except Adjusted ARPPU, ARPPU and ARPU)
|
| |
Three Months
Ended
September 30,
2022
|
| |
Three Months
Ended
September 30,
2021
|
| |
Nine Months
Ended
September 30,
2022
|
| |
Nine Months
Ended
September 30,
2021
|
|
Key Operating Metrics
|
| |
|
| |
|
| |
|
| |
|
|
Paying Users
|
| |
815
|
| |
611
|
| |
768
|
| |
577
|
|
Adjusted Average Direct Revenue per Paying User
|
| |
$17.67
|
| |
$16.66
|
| |
$17.12
|
| |
$15.72
|
|
Average Direct Revenue per Paying User
|
| |
$17.67
|
| |
$16.66
|
| |
$17.12
|
| |
$15.55
|
|
Average Total Revenue per User
|
| |
$1.35
|
| |
$1.15
|
| |
$1.29
|
| |
$1.06
|
|
|
| |
Successor
|
| |
Predecessor
|
||||||
|
(in thousands, except Adjusted ARPPU, ARPPU and ARPU)
|
| |
Year ended
December 31,
2021
|
| |
Period from
June 11,
2020 to
December 31,
2020
|
| |
Period from
January 1,
2020 to
June 10,
2020
|
| |
Year ended
December 31,
2019
|
|
Key Operating Metrics
|
| |
|
| |
|
| |
|
| |
|
|
Paying Users
|
| |
601
|
| |
579
|
| |
601
|
| |
618
|
|
Adjusted Average Direct Revenue per Paying User
|
| |
$16.21
|
| |
$14.88
|
| |
$12.44
|
| |
$11.33
|
|
Average Direct Revenue per Paying User
|
| |
$16.08
|
| |
$12.76
|
| |
$12.44
|
| |
$11.32
|
|
Monthly Active Users
|
| |
10,799
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
|
Average Total Revenue per User
|
| |
$1.13
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
|
($ in thousands)
|
| |
Three Months
Ended
September 30,
2022
|
| |
Three Months
Ended
September 30,
2021
|
| |
Nine Months
Ended
September 30,
2022
|
| |
Nine Months
Ended
September 30,
2021
|
|
Key Financial and Non-GAAP Metrics(1)
|
| |
|
| |
|
| |
|
| |
|
|
Revenue
|
| |
$50,402
|
| |
$38,249
|
| |
$140,487
|
| |
$100,812
|
|
Adjusted Direct Revenue
|
| |
$43,209
|
| |
$30,537
|
| |
$118,364
|
| |
$81,625
|
|
Indirect Revenue
|
| |
7,193
|
| |
7,712
|
| |
22,123
|
| |
20,079
|
|
Net income (loss)
|
| |
$(4,663)
|
| |
$1,894
|
| |
$(4,343)
|
| |
$(1,433)
|
|
Net income (loss) margin
|
| |
-9.3%
|
| |
5.0%
|
| |
-3.1%
|
| |
-1.4%
|
|
Adjusted EBITDA
|
| |
$24,034
|
| |
$20,492
|
| |
$65,778
|
| |
$53,698
|
|
Adjusted EBITDA Margin
|
| |
47.7%
|
| |
53.6%
|
| |
46.8%
|
| |
53.3%
|
|
Net cash provided by operating activities
|
| |
|
| |
|
| |
$36,794
|
| |
$18,852
|
|
|
| |
Successor
|
| |
Predecessor
|
||||||
|
($ in thousands)
|
| |
Year ended
December 31,
2021
|
| |
Period from
June 11,
2020 to
December 31,
2020
|
| |
Period from
January 1,
2020 to
June 10,
2020
|
| |
Year ended
December 31,
2019
|
|
Key Financial and Non-GAAP Metrics(1)
|
| |
|
| |
|
| |
|
| |
|
|
Revenue
|
| |
$145,833
|
| |
$61,078
|
| |
$43,385
|
| |
$108,698
|
|
Adjusted Direct Revenue
|
| |
$116,931
|
| |
$57,462
|
| |
$39,844
|
| |
$84,046
|
|
Indirect Revenue
|
| |
$29,802
|
| |
$11,810
|
| |
$3,545
|
| |
$24,698
|
|
Net income (loss)
|
| |
$5,064
|
| |
$(10,959)
|
| |
$(2,114)
|
| |
$7,706
|
|
Net income (loss) margin
|
| |
3.5%
|
| |
(17.9)%
|
| |
(4.9)%
|
| |
7.1%
|
|
Adjusted EBITDA
|
| |
$77,054
|
| |
$35,733
|
| |
$14,924
|
| |
$50,453
|
|
Adjusted EBITDA Margin
|
| |
52.8%
|
| |
58.5%
|
| |
34.4%
|
| |
46.4%
|
|
Net cash provided by operating activities
|
| |
$34,430
|
| |
$9,602
|
| |
$16,456
|
| |
$37,973
|
|
(1)
|
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations
of Grindr—Non-GAAP Financial Measures” for additional information and a reconciliation of net income (loss) to Adjusted EBITDA and Adjusted EBITDA Margin and reconciliation of Direct Revenue to Adjusted Direct Revenue.
|
62
|
•
|
Paying Users. A Paying User is a user that has purchased or renewed a Grindr subscription and/or purchased a premium add-on
on the Grindr App. We calculate Paying Users as a monthly average, by counting the number of Paying Users in each month and then dividing by the number of months in the relevant measurement period. Paying Users is a primary metric that
we use to judge the health of our business and our ability to convert users to purchasers of our premium features. We are focused on building new products and services and improving on existing products and services, as well as
launching new pricing tiers and subscription plans, to drive payer conversion.
|
|
•
|
ARPPU. We calculate ARPPU based on Direct Revenue in any measurement period, divided by Paying Users in such a period divided
by the number of months in the period.
|
|
•
|
Adjusted ARPPU. We calculate adjusted ARPPU based on Adjusted Direct Revenue (excluding purchase accounting adjustments) in
any measurement period, divided by Paying Users in such a period divided by the number of months in the period.
|
|
•
|
MAUs. A MAU, or Monthly Active User, is a unique device that demonstrated activity on the Grindr App over the course of the
specified period. Activity on the app is defined as opening the app, chatting with another user, or viewing the cascade of other users. We also exclude devices where all linked profiles have been banned for spam. We calculate MAUs as a
monthly average, by counting the number of MAUs in each month and then dividing by the number of months in the relevant period. We use MAUs to measure the number of active users on our platform on a monthly basis and to understand the
pool of users we can potentially convert to Paying Users. We revised our MAU calculation method in November 2020. For periods prior to this, our ability to accurately validate the newly defined metric is restricted by privacy related
data retention policies; therefore, MAU is not presented for any periods prior to 2021.
|
|
•
|
ARPU. We calculate ARPU based on Total Revenue in any measurement period, divided by our MAUs in such a period divided by the
number of months in the period. As we expand our monetization product offerings, develop new verticals, and grow our community of users, we believe we can continue to increase our ARPU.
|
Non-GAAP Profitability
We use net income (loss) and net cash provided by operating
activities to assess our profitability and liquidity, respectively. In addition to net income (loss) and net cash provided by operating activities, we also use the following measure:
|
•
|
Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) excluding income tax provision, interest expense,
depreciation and amortization, stock-based compensation expense, non-core expenses/losses (gains). Non-core expenses/losses (gains) include purchase accounting adjustments related to deferred revenue, transaction-related costs, asset
impairments, management fees, and interest income from the related party loan to Catapult GP II. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenue.
|
|
•
|
Adjusted Direct Revenue. We define Adjusted Direct Revenue as Direct Revenue adjusted for the release of the fair value
adjustment of deferred revenue into revenue of the acquired deferred revenue due to the June 10, 2020, acquisition (See Note 3 to Legacy Grindr’s audited consolidated financial statements beginning on page F-86 of
this prospectus for additional information).
|
Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Direct
Revenue are key measures we use to assess our financial performance and are also used for internal planning and forecasting purposes. We believe Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Direct Revenue are helpful to investors,
analysts, and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition, these measures are frequently used by analysts,
investors, and other interested parties to evaluate and assess performance.
See “Management’s Discussion and
Analysis of Financial Condition and Results of Operations of Non-GAAP Financial Measures” for additional information and a reconciliation of net income (loss) to Adjusted EBITDA and Adjusted EBITDA Margin and reconciliation of Direct
Revenue to Adjusted Direct Revenue.
63
Key Factors Affecting our Performance
Our results of operations and financial condition have been, and
will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section titled “Risk Factors”
of this prospectus.
Growth in User Base and Paying Users
We acquire new users through investments in marketing and brand as
well as through word of mouth from existing users and others. We convert these users to Paying Users by introducing premium features which maximize the probability of developing meaningful connections, improve the experience, and provide more
control. For the three months ended September 30, 2022 and 2021, we had over 815 thousand and 611 thousand Paying Users, respectively, representing an increase of 33.3% period over period and for the nine months ended September 30, 2022 and
2021, we had over 768 thousand and 577 thousand Paying Users, respectively, representing an increase of 33.1% period over period. We grow Paying Users by acquiring new users and converting new and existing users to purchasers of one of our
subscription plans or in-app offerings. As we scale and our community grows larger, we are able to facilitate more meaningful interactions as a result of the wider selection of potential connections. This in turn increases our brand awareness
and increases conversion to one of our premium products and services. Our revenue growth primarily depends on growth in Paying Users. While we believe we are in the early days of our opportunity, at some point we may face challenges increasing
our Paying Users, including competition from alternative products and services and lower adoption of certain product features.
Expansion into New Geographic Markets
We are focused on growing our platform globally, including through
entering new markets and investing in under-penetrated markets. Expanding into new geographies will require increased costs related to marketing, as well as localization of product features and services. Potential risks to our expansion into
new geographies will include competition and compliance with foreign laws and regulations. As we expand into certain new geographies, we may see an increase in users who prefer to access premium features through our add-on options rather than
through our subscription packages, which could impact our ARPPU. We may also see a lower propensity to pay as we enter certain new markets with additional competitors and cost and revenue profiles.
Growth in ARPPU
We have developed a sophisticated understanding of the value our
users derive from becoming Paying Users on our platform. We continually develop new monetization features and improve existing features in order to increase adoption of premium add-ons and our subscription programs. Many variables will impact
our ARPPU, including the number of Paying Users, mix of monetization offerings on our platform, effect of demographic shifts, geographic differences on all of these variables, and changes in mobile app store policies. Our pricing is in local
currency and may vary between markets. As foreign currency exchange rates change, translation of the statements of operations into U.S. dollars could negatively impact revenue and distort year-over-year comparability of operating results. To
the extent our ARPPU growth slows, our revenue growth will become increasingly dependent on our ability to increase our Paying Users.
Investing in Growth While Driving Long-Term
Profitability
Key investment areas for our platform include machine learning
capabilities, including continually improving our technology; features that prioritize security and privacy; and new premium offerings that add incremental value to Paying Users.
Attracting and Retaining Talent
Our business relies on our ability to attract and retain our
talent, including engineers, data scientists, product designers and product developers. As of September 30, 2022, we had over 183 full-time employees; of which employees, approximately 57% work in engineering and product development. We believe
that people want to work at a company that has purpose and aligns with their personal values, and therefore our ability to recruit talent is aided by our mission and brand reputation. We compete for talent within the technology industry.
64
Impact of COVID-19
In March 2020, the World Health Organization declared the
Coronavirus Disease 2019 (“COVID-19”) a global pandemic. The COVID-19 outbreak has reached across the globe, resulting in the implementation of significant governmental measures, including lockdowns,
closures, quarantines, and travel bans intended to control the spread of the virus. While some of these measures have been relaxed over the past few months in certain parts of the world, ongoing social distancing measures, and future prevention
and mitigation measures, as well as the potential for some of these measures to be reinstituted in the event of repeat waves of the virus, are likely to have an adverse impact on global economic conditions and consumer confidence and spending,
and could materially adversely affect demand, or users’ ability to pay, for our products and services. In response to the COVID-19 outbreak, we have taken several precautions that may adversely impact employee productivity, such as requiring
employees to work remotely, imposing travel restrictions, and temporarily closing office locations. We continue to monitor the rapidly-evolving situation and guidance from international and domestic authorities, including federal, state and
local public health authorities, and there may be developments outside our control requiring us to adjust our operating plan. As such, given the unprecedented uncertainty around the duration and severity of the impact on market conditions and
the business environment, we cannot reasonably estimate the full impacts of the COVID-19 pandemic on our operating results in the future. We believe the COVID-19 pandemic was a factor that suppressed user activity, particularly between March
2020 to July 2020, when in-person engagement across the markets in which we operate was severely impacted, and caused some users to be less active or cancel their subscriptions. For additional information, see the section titled “Risk Factors” of this prospectus.
Factors Affecting the Comparability of Our Results
General economic trends. General economic trends and conditions, including demographic changes, employment rates, job growth, user confidence, and disposable income, have a substantial effect on both our users’
ability and desire to purchase premium subscriptions and advertisers’ ability and willingness to advertise on our network, thereby affecting both of our major revenue streams and our financial results over time and the year-over-year
comparability of operating results.
Governmental regulations. New governmental policies and regulations can affect our business in meaningful ways, even when such policies and regulations are not specifically related to the LGBTQ community. For example,
the implementation of GDPR in Europe has given end-users more control over how their data and personal information are utilized and has thereby adversely affected our European advertisers’ ability to specifically target these users. This new
regulation has had a stagnating effect on our indirect revenue growth trajectory in Europe. The implementation of similar regulations in other regions of the world, or new regulations that affect our ability to monetize the data received from
our users, could have a significant impact on our operating results and ability to grow our business.
Temporary variability in
general advertising spend. Our ability to maintain consistently high advertiser demand for our platform can be affected by seasonal or temporary trends in advertisers’ appetites to engage
with our users or our brand. For example, events that result in temporary positive or negative publicity for our company (even if unfounded) may play a significant role in our advertisers’ desire to continue to advertise on our platform.
Further, general economic conditions may lead to changes in advertising spending in general, which could have a significant impact on our results of operations. Such fluctuations in advertising demand are often unpredictable and likely
temporary, but could have a significant impact on the financial condition of our business.
International market
pricing and changes in foreign exchange rates. The Grindr App has MAUs in over 190 countries and territories. Our international revenues represented 38.3%, 37.5%, 35.8%, 42.7%, and 36.7% of
total revenue for the three and nine months ended September 30, 2022, the year ended December 31, 2021, combined Successor 2020 Period and Predecessor 2020 Period, and the year ended December 31, 2019, respectively. We vary our pricing to
align with local market conditions and our international businesses typically earn revenues in local currencies. In addition, some of the parties we work with utilize internally generated foreign exchange rates that may differ from other
foreign exchange rates, which could impact our results of operations.
Key Components of Our Results of Operations
Revenues
We currently generate revenue from two revenue streams—Direct
Revenue and Indirect Revenue. Direct Revenue is revenue generated by our users who pay for subscriptions or premium add-ons to access premium
65
features. Indirect Revenue is generated by third parties who pay us for access to
our users, such as advertising and partnerships. As we continue to expand and diversify our revenue streams, we anticipate increasing monetization from premium add-ons, contributing to increase in revenues over time.
Direct Revenues. Direct Revenues are reported gross of fees for subscriptions and premium add-ons as we are the primary party obligated in our transactions with customers and therefore, we act as the principal. Our subscription revenues are
generated through the sale of monthly subscriptions that are currently offered in one, three, six and twelve-month subscription periods. Subscribers pay in advance, primarily through third party partners, including iTunes, Google Play, and
Stripe, according to our terms and conditions. Subscription revenues, net of taxes and chargebacks, are recognized on a monthly basis over the term of the subscription.
Indirect Revenues. Indirect Revenues primarily consists of revenue generated by third parties who pay us for access to our users, including advertising, partnerships, and merchandise. Our advertising business provides advertisers with the unique
opportunity to directly target and reach the LGBTQ community, which generally consists of well-educated individuals with significant global purchasing power. We have attracted advertisers from a diverse array of industries, including
healthcare, gaming, travel, automotive, and consumer goods. We offer a diverse range of advertising initiatives to advertisers, such as in-app banners, full-screen interstitials, rewarded video, and other customized units, typically on a CPM
basis. We contract with a variety of third-party ad platforms to market and sell digital and mobile advertising inventory on our Grindr App. In exchange for facilitating the advertising process, we pay the relevant third-party ad platform a
share of the revenue derived from the advertisements they place on the Grindr App.
Cost of Revenue and Operating Expenses
Cost of Revenue. Cost of revenue consists primarily of the distribution fees which we pay to Apple and Google, infrastructure costs associated with supporting the Grindr App and our advertising efforts, which stem largely from our use of Amazon Web
Services, and costs associated with content moderation, which involve our outsourced teams in Honduras and the Philippines ensuring that users are complying with our community standards.
Selling, General, and Administrative Expenses.
Selling, general and administrative expenses consists primarily of sales and marketing expenditures, compensation and other employee-related costs for our employees, costs related to outside consultants and
general administrative expenses, including for our facilities, information technology and infrastructure support. We plan to continue to expand sales and marketing efforts to attract new users, retain existing users and increase monetization
of both our new and existing users. It also includes the expense from settlement of vested incentive units consisting of cash payments associated with closing out prior incentive plans and transitioning to new incentive plans in connection
with Kunlun’s acquisition of our equity interests in 2016 and 2018. Such cash payments were based upon the value of the vested incentive units at the time of settlement.
Product Development Expense. Product development expense consists primarily of employee-related and contractor costs for personnel engaged in the design, development, testing and enhancement of product offerings, features, and related
technology.
Depreciation and Amortization. Depreciation is primarily related to computers, equipment, furniture, fixtures, and leasehold improvements. Amortization is primarily related to capitalized software, acquired intangible assets (customer
relationships, technology, etc.) as well as trademarks, patents, and copyrights.
Other (Expense) Income
Interest (Expense) Income, Net. Interest (expense) income, net consists of interest income received on related party loans and interest expense incurred in connection with our long-term debt.
Other Income (Expense), Net. Other income (expense), net consists of realized exchange rate gains or losses, unrealized exchange rate gains or losses, charitable contributions.
Income Tax Provision (Benefit). Income tax provision (benefit) represents the income tax expense associated with our operations based on the tax laws of the jurisdictions in which we operate. Foreign jurisdictions have different statutory tax
rates than the United States. Our effective tax rates will vary depending on the relative proportion of foreign to domestic income, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.
66
Results of Operations
Year Ended December 31,
2021 Compared to the Period from June 11, 2020 to December 31, 2020 (Successor) and the Period from January 1, 2020 to June 10, 2020 Compared to the Year Ended December 31, 2019 (Predecessor)
|
Results of Operations
|
| |
Successor
|
| |
Predecessor
|
||||||||||||||||||
|
($ in thousands)
|
| |
Year ended
December 31,
2021
|
| |
% of
Total
Revenue
|
| |
Period from
June 11,
2020 to
December 31,
2020
|
| |
% of
Total
Revenue
|
| |
Period from
January 1,
2020 to
June 10,
2020
|
| |
% of
Total
Revenue
|
| |
Year
ended
December 31,
2019
|
| |
% of
Total
Revenue
|
|
Consolidated
Statements of Operations and Comprehensive Income (Loss)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Revenues
|
| |
$145,833
|
| |
100.0%
|
| |
$61,078
|
| |
100.0%
|
| |
$43,385
|
| |
100.0%
|
| |
$108,698
|
| |
100.0%
|
|
Operating costs and expenses
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Cost of revenue (exclusive of depreciation and amortization
shown separately below)
|
| |
37,358
|
| |
25.6%
|
| |
18,467
|
| |
30.2%
|
| |
12,954
|
| |
29.9%
|
| |
27,545
|
| |
25.3%
|
|
Selling, general and administrative expenses
|
| |
30,618
|
| |
21.0%
|
| |
15,671
|
| |
25.7%
|
| |
15,583
|
| |
36.0%
|
| |
32,573
|
| |
30.0%
|
|
Product development expense
|
| |
10,913
|
| |
7.5%
|
| |
7,278
|
| |
11.9%
|
| |
7,136
|
| |
16.4%
|
| |
11,059
|
| |
10.2%
|
|
Depreciation and amortization
|
| |
43,234
|
| |
29.6%
|
| |
17,639
|
| |
28.9%
|
| |
10,642
|
| |
24.5%
|
| |
27,412
|
| |
25.2%
|
|
Total operating costs and expenses
|
| |
122,123
|
| |
83.7%
|
| |
59,055
|
| |
96.7%
|
| |
46,315
|
| |
106.8%
|
| |
98,589
|
| |
90.7%
|
|
Income (loss) from operations
|
| |
23,710
|
| |
16.3%
|
| |
2,023
|
| |
3.3%
|
| |
(2,930)
|
| |
-6.8%
|
| |
10,109
|
| |
9.3%
|
|
Other (expense) income
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Interest (expense) income, net
|
| |
(18,698)
|
| |
-12.8%
|
| |
(15,082)
|
| |
-24.7%
|
| |
277
|
| |
0.6%
|
| |
386
|
| |
0.3%
|
|
Other income (expense), net
|
| |
1,288
|
| |
0.9%
|
| |
142
|
| |
0.2%
|
| |
(76)
|
| |
-0.2%
|
| |
(348)
|
| |
-0.3%
|
|
Total other (expense) income
|
| |
(17,410)
|
| |
-11.9%
|
| |
(14,940)
|
| |
-24.5%
|
| |
201
|
| |
0.4%
|
| |
38
|
| |
—%
|
|
Net income (loss) before income tax
|
| |
6,300
|
| |
4.3%
|
| |
(12,917)
|
| |
-21.1%
|
| |
(2,729)
|
| |
-6.3%
|
| |
10,147
|
| |
9.3%
|
|
Income tax provision (benefit)
|
| |
1,236
|
| |
0.8%
|
| |
(1,958)
|
| |
-3.2%
|
| |
(615)
|
| |
-1.4%
|
| |
2,441
|
| |
2.2%
|
|
Net income (loss) and comprehensive income
(loss)
|
| |
$5,064
|
| |
3.5%
|
| |
$(10,959)
|
| |
-17.9%
|
| |
$(2,114)
|
| |
-4.9%
|
| |
$7,706
|
| |
7.1%
|
|
Net income (loss) per share
|
| |
$0.05
|
| |
|
| |
$(0.11)
|
| |
|
| |
$(0.02)
|
| |
|
| |
$0.08
|
| |
|
Revenues
Revenues for the year ended December 31, 2021, Successor 2020
Period, and Predecessor 2020 Period were $145.8 million, $61.1 million, and $43.4 million, respectively. The $41.3 million increase, or 39.5% growth rate, for the year ended December 31, 2021 compared to the combined Successor 2020 Period and
Predecessor 2020 Period was due to an increase in Direct Revenue of $26.9 million, or 30.2%, to $116.0 million and an increase in Indirect Revenue of $14.4 million, or 94.1%, to $29.8 million. The increase in Direct Revenue was driven by both
an increase in ARPPU and Paying Users. ARPPU increased by 27.3%, or $3.46, to $16.08 in 2021 from $12.63 in the combined Successor 2020 Period and Predecessor 2020 Period. Our ARPPU increased as we improved product mix with growth in our
Unlimited tier and optimized pricing on legacy plans during the year ended December 31, 2021. Adjusted Direct Revenue was $116.9 million and Adjusted ARPPU was $16.21 for the year ended December 31, 2021. In 2021, Paying Users increased by 13
thousand to 601 thousand, from 588 thousand in the combined Successor 2020 Period and Predecessor 2020 Period, as we released new monetization features for our subscription plans. The increase in Indirect Revenue was primarily drive by
year-over-year growth in advertising revenue. In January 2020, one of our third-party advertising partners, MoPub (recently acquired by Applovin), temporarily suspended our partnership due to a negative report concerning our data policies. In
response to this, we worked with MoPub to address these concerns and the partnership was reinstated in mid-2020. Since then, our Indirect Revenue has rebounded, contributing to the year-over-year increase in 2021. COVID-19 adversely affected
our business for part of 2021 and most of 2020. Given the 2020 acquisition by San Vicente and the impact of COVID-19, we took the opportunity to
67
focus our efforts internally by reassessing strategic priorities, updating our
technology infrastructure, upgrading our data systems, stabilizing our product, and optimizing our cost structure. The result was to position the company for significant revenue growth in 2021 and a business better positioned for future growth.
See the section titled “Risk Factors” of this prospectus.
Revenues for the Successor 2020 Period, Predecessor 2020 Period,
and year ended December 31, 2019 were $61.1 million, $43.4 million, and $108.7 million, respectively. The decrease for the combined Successor 2020 Period and Predecessor 2020 Period compared to the year ended December 31, 2019 of $4.2 million,
or (3.9)%, was due to an increase of $5.1 million, or 6.1%, in Direct Revenue to $89.1 million and a decrease of $9.3 million, or 37.8%, in Indirect Revenue to $15.4 million. The increase in Direct Revenue was primarily due to an increase in
ARPPU, associated with a favorable shift in mix of premium tier Paying Users. In the combined Successor 2020 Period and Predecessor 2020 Period, ARPPU increased by 11.5%, or $1.30, to $12.63 from $11.33 in 2019. Adjusted Direct Revenue was
$97.3 million and Adjusted ARPPU was $13.79 for the combined Successor 2020 Period and Predecessor 2020 Period. The increases in Adjusted ARPPU and in ARPPU were partially offset by a decrease in Paying Users of 30 thousand to 588 thousand in
the combined Successor 2020 Period and Predecessor 2020 Period. COVID-19 had a much larger impact on our lower priced tier, XTRA, user base. The decrease in Indirect Revenue was primarily driven by year-over-year decline in advertising revenue,
which was due to the MoPub suspension discussed in the previous paragraph.
Revenues from operations in the United States increased by
$33.7 million, or 56.3%, in the year ended December 31, 2021 as compared to the combined Successor 2020 Period and Predecessor 2020 Period. During this same period, revenues from operations in the United Kingdom increased by $1.4 million, or
15.6%, and revenues from operations in the remainder of the world increased by $6.2 million, or 17.6%. These changes are consistent with revenue changes previously noted.
Revenues from operations in the United States decreased by
$8.9 million, or (12.9)%, in the combined Successor 2020 Period and Predecessor 2020 Period as compared to the year ended December 31, 2019. During this same period, revenues from operations in the United Kingdom increased by $0.3 million, or
3.6%, and revenues from operations in the remainder of the world increased by $4.3 million, or 13.9%. These changes are consistent with revenue changes previously noted.
Cost of revenue
Cost of revenue for the year ended December 31, 2021, Successor
2020 Period, and Predecessor 2020 Period were $37.4 million, $18.5 million, and $13.0 million, respectively. Cost of revenue increased by $5.9 million, or 18.7%, in the year ended December 31, 2021 as compared to the combined Successor 2020
Period and Predecessor 2020 Period. This increase was primarily due to growth in distribution fees (consistent with direct revenue growth) and increased infrastructure costs associated with our primary information systems vendors.
Cost of revenue for the Successor 2020 Period, Predecessor 2020
Period, and year ended December 31, 2019 were $18.5 million, $13.0 million, and $27.5 million, respectively. Cost of revenue increased by $4.0 million, or 14.5%, in the combined Successor 2020 Period and Predecessor 2020 Period as compared to
the year ended December 31, 2019. This increase was primarily due to growth in distribution fees and infrastructure costs.
Selling, general and administrative expense
Selling, general and administrative expense for the year ended
December 31, 2021, Successor 2020 Period, and Predecessor 2020 Period were $30.6 million, $15.7 million, and $15.6 million respectively. Selling, general and administrative expenses decreased $0.7 million, or (2.2)%, in the year ended
December 31, 2021 as compared to the combined Successor 2020 Period and Predecessor 2020 Period, primarily due to lower user acquisition spend and decreased contractor expenses. These decreases were partially offset by increased full-time
employee-related expenses associated with headcount growth.
Selling, general and administrative expense for the Successor 2020
Period, Predecessor 2020 Period, and year ended December 31, 2019 were $15.7 million, $15.6 million, and $32.6 million respectively. Selling, general and administrative expense decreased $1.3 million, or (4.0)%, in the combined Successor 2020
Period and Predecessor 2020 Period, as compared to the year ended December 31, 2019 primarily due to lower office, travel, and other general administrative expenses, as a result of the COVID-19 lockdown.
68
Product development expense
Product development expense for the year ended December 31, 2021,
Successor 2020 Period, and Predecessor 2020 Period were $10.9 million, $7.3 million, and $7.1 million, respectively. Product development expense decreased $3.5 million, or (24.3)%, in the year ended December 31, 2021 as compared to the combined
Successor 2020 Period and Predecessor 2020 Period, due to lower contractor expenses, partially offset by increased full-time employee-related expenses.
Product development expense for the Successor 2020 Period,
Predecessor 2020 Period, and year ended December 31, 2019, were $7.3 million, $7.1 million, and $11.1 million, respectively. Product development expense increased $3.3 million, or 29.7%, in the combined Successor 2020 Period and Predecessor
2020 Period, as compared to the year ended December 31, 2019, due to higher employee and contractor related expenses.
Depreciation and amortization
Depreciation and amortization for the year ended December 31,
2021, Successor 2020 Period, and Predecessor 2020 Period were $43.2 million, $17.6 million, and $10.6 million, respectively. Depreciation and amortization increased $15.0 million, or 53.2%, in the year ended December 31, 2021 as compared to the
Successor 2020 Period and Predecessor 2020 Period, primarily due to an increase in acquired intangibles amortization due to the acquisition in June 2020, as certain customer related intangible assets were amortized under an accelerated
amortization schedule, with higher amounts expensed in 2021 compared to the Successor 2020 Period and Predecessor 2020 Period combined. This increase was partially offset by a decrease in intangible impairment expense.
Depreciation and amortization for the Successor 2020 Period,
Predecessor 2020 Period, and year ended December 31, 2019 were $17.6 million, $10.6 million, and $27.4 million respectively. Depreciation and amortization increased $0.8 million, or 2.9%, in the combined Successor 2020 Period and Predecessor
2020 Period, as compared to the year ended December 31, 2019, primarily due an increase in intangible asset impairment expense which resulted in less amortization for the year ended December 31, 2019. This decrease was partially offset by an
increase in acquired intangible amortization expense.
Interest (expense) income, net
Interest income for the year ended 2021 primarily relates to a
$30 million promissory note from Catapult GP II in conjunction with the common units purchased on April 27, 2021. Total promissory note bears interest at 10.0% per annum. Total amount of interest income related to the note for the successor
year ended December 31, 2021 was $2.0 million. Interest income during the Predecessor period 2020 and year ended December 31, 2019 was $0.3 million, and $0.4 million, respectively, primarily related to interest earned on a $14.0 million loan to
Kunlun bearing an interest rate of 2.0% per annum. See Note 9 and Note 17 to Legacy Grindr’s audited consolidated financial statements beginning on page F-93 and F-105, respectively, of this prospectus for
additional information.
Interest expense relates primarily to the $192.0 million credit
agreement entered into in the Successor 2020 Period. Total amount of interest expense related to the credit agreement for the successor year ended December 31, 2021 and Successor 2020 Period was $20.7 million and $15.1 million respectively. See
Note 1 to Legacy Grindr’s audited consolidated financial beginning on page F-74 of this prospectus for additional information.
Interest (expense) income, net for the year ended December 31,
2021, Successor 2020 Period, and Predecessor 2020 Period were $(18.7) million, $(15.1) million, and $0.3 million, respectively.
Interest (expense) income, net increased by $3.9 million in the
year ended December 31, 2021 as compared to the combined Successor 2020 Period and Predecessor 2020 Period, primarily due to the additional interest expense associated with raising $192.0 million in debt June 2020. The higher interest expense
was partially offset by an increase in interest income associated with a loan arrangement.
Interest (expense) income, net for the Successor 2020 Period,
Predecessor 2020 Period, and year ended December 31, 2019 were $(15.1) million, $0.3 million, and $0.4 million, respectively. Interest (expense) income, net changed by $15.2 million from interest expense, net in the combined Successor 2020
Period and Predecessor 2020 Period to interest income, net during the year ended December 31, 2019, primarily due to greater interest expense associated with raising $192.0 million in debt June 2020.
69
Other income (expense), net
Other income includes primarily the forgiveness of the Paycheck
Protection Program Loan (“PPP loan”). See Note 11 to Legacy Grindr’s audited consolidated financial statements beginning on page F-94 of this prospectus for additional information.
Other expenses include primarily expenses such as charitable contributions, exchange rate gains or losses.
Other income (expense), net for the year ended December 31, 2021,
Successor 2020 Period, and Predecessor 2020 Period were $1.3 million, $0.1 million, and $(0.1) million, respectively. Other income (expense), net increased by $1.3 million in the year ended December 31, 2021 as compared to the combined
Successor 2020 Period and Predecessor 2020 Period, primarily due to forgiveness received on our $1.5 million PPP Loan in October 2021.
Other income (expense), net for the Successor 2020 Period,
Predecessor 2020 Period, and year ended December 31, 2019 were $0.1 million, $(0.1) million, and $(0.3) million, respectively. Other income (expense), net increased by $0.4 million in the combined Successor 2020 Period and Predecessor 2020
Period, as compared to the year ended December 31, 2019, primarily due to exchange rate gain/loss changes and a decrease in charitable contributions.
Income tax provision (benefit)
We recorded income tax provision (benefit) as follows:
|
|
| |
Successor
|
| |
Predecessor
|
||||||
|
|
| |
Year ended
December 31,
2021
|
| |
From June 11,
2020 through
December 31,
2020
|
| |
From January 1,
2020 through
June 10,
2020
|
| |
Year ended
December 31,
2019
|
|
Current income tax provision (benefit):
|
| |
|
| |
|
| |
|
| |
|
|
Federal
|
| |
$4,828
|
| |
$1,461
|
| |
$760
|
| |
$341
|
|
State
|
| |
711
|
| |
521
|
| |
193
|
| |
(73)
|
|
International
|
| |
9
|
| |
—
|
| |
—
|
| |
—
|
|
Total current tax provision (benefit):
|
| |
5,548
|
| |
1,982
|
| |
953
|
| |
268
|
|
Deferred income tax provision (benefit):
|
| |
|
| |
|
| |
|
| |
|
|
Federal
|
| |
(4,436)
|
| |
(3,552)
|
| |
(1,304)
|
| |
2,170
|
|
State
|
| |
124
|
| |
(388)
|
| |
(264)
|
| |
3
|
|
International
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
Total deferred tax provision (benefit)
|
| |
(4,312)
|
| |
(3,940)
|
| |
(1,568)
|
| |
2,173
|
|
Total income tax provision (benefit)
|
| |
$1,236
|
| |
$(1,958)
|
| |
$(615)
|
| |
$2,441
|
Our effective tax rates in fiscal 2022 and future periods may
fluctuate, as a result of changes in our forecasts where losses cannot be benefited due to the existence of valuation allowances on our deferred tax assets, changes in actual results versus our estimates, or changes in tax laws, regulations,
accounting principles, or interpretations thereof.
Net income (loss)
Net income (loss) for the year ended December 31, 2021, Successor
2020 Period, and Predecessor 2020 Period was $5.1 million, $(11.0) million, and $(2.1) million, respectively. Net income increased by $18.2 million to $5.1 million net income in the year ended December 31, 2021 from a $13.1 million net loss in
the combined Successor 2020 Period and Predecessor 2020 Period.
Net income (loss) for the Successor 2020 Period, Predecessor 2020
Period, and year ended December 31, 2019 was $(11.0) million, $(2.1) million, and $7.7 million, respectively. Net income decreased by $20.8 million to $13.1 million net loss in the combined Successor 2020 Period and Predecessor 2020 Period from
$7.7 million net income in the year ended December 31, 2019.
70
Three Months Ended September 30, 2022 Compared
to the Three Months Ended September 30, 2021 and Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021
|
Results of Operations
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
($ in thousands)
|
| |
Three Months
Ended
September 30,
2022
|
| |
% of
Total
Revenue
|
| |
Three Months
Ended
September 30,
2021
|
| |
% of
Total
Revenue
|
| |
Nine Months
Ended
September 30,
2022
|
| |
% of
Total
Revenue
|
| |
Nine Months
Ended
September 30,
2021
|
| |
% of
Total
Revenue
|
|
Consolidated
Statements of Operations and Comprehensive Income (Loss)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Revenues
|
| |
$50,402
|
| |
100.0%
|
| |
$38,249
|
| |
100.0%
|
| |
$140,487
|
| |
100.0%
|
| |
$100,812
|
| |
100.0%
|
|
Operating costs and expenses
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Cost of revenue (exclusive of depreciation and
amortization shown separately below)
|
| |
12,955
|
| |
25.7%
|
| |
9,621
|
| |
25.2%
|
| |
36,758
|
| |
26.2%
|
| |
25,723
|
| |
25.5%
|
|
Selling, general and administrative expenses
|
| |
20,331
|
| |
40.3%
|
| |
8,335
|
| |
21.8%
|
| |
53,822
|
| |
38.3%
|
| |
21,798
|
| |
21.6%
|
|
Product development expense
|
| |
4,159
|
| |
8.3%
|
| |
2,841
|
| |
7.4%
|
| |
11,981
|
| |
8.5%
|
| |
7,422
|
| |
7.4%
|
|
Depreciation and amortization
|
| |
9,097
|
| |
18.0%
|
| |
10,708
|
| |
28.0%
|
| |
27,215
|
| |
19.4%
|
| |
32,534
|
| |
32.3%
|
|
Total operating costs and expenses
|
| |
46,542
|
| |
92.3%
|
| |
31,505
|
| |
82.4%
|
| |
129,776
|
| |
92.4%
|
| |
87,477
|
| |
86.8%
|
|
Income (loss) from operations
|
| |
3,860
|
| |
7.7%
|
| |
6,744
|
| |
17.6%
|
| |
10,711
|
| |
7.6%
|
| |
13,335
|
| |
13.2%
|
|
Other (expense) income
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Interest (expense) income, net
|
| |
(4,786)
|
| |
(9.5)%
|
| |
(4,300)
|
| |
(11.2)%
|
| |
(10,998)
|
| |
(7.8)%
|
| |
(14,863)
|
| |
(14.7)%
|
|
Other income (expense), net
|
| |
(263)
|
| |
(0.5)%
|
| |
(89)
|
| |
(0.2)%
|
| |
(329)
|
| |
(0.2)%
|
| |
(119)
|
| |
(0.1)%
|
|
Total other (expense) income
|
| |
(5,049)
|
| |
(10.0)%
|
| |
(4,389)
|
| |
(11.5)%
|
| |
(11,327)
|
| |
(8.1)%
|
| |
(14,982)
|
| |
(14.9)%
|
|
Net income (loss) before income tax
|
| |
(1,189)
|
| |
(2.4)%
|
| |
2,355
|
| |
6.2%
|
| |
(616)
|
| |
(0.4)%
|
| |
(1,647)
|
| |
(1.6)%
|
|
Income tax provision (benefit)
|
| |
3,474
|
| |
6.9%
|
| |
461
|
| |
1.2%
|
| |
3,727
|
| |
2.7%
|
| |
(214)
|
| |
(0.2)%
|
|
Net income (loss) and comprehensive
income (loss)
|
| |
$(4,663)
|
| |
(9.3)%
|
| |
$1,894
|
| |
5.0%
|
| |
$(4,343)
|
| |
(3.1)%
|
| |
$(1,433)
|
| |
(1.4)%
|
|
Net income (loss) per share
|
| |
$(0.04)
|
| |
|
| |
$0.02
|
| |
|
| |
$(0.04)
|
| |
|
| |
$(0.01)
|
| |
|
Revenues
Revenues for the three months ended September 30, 2022 and 2021
were $50.4 million and $38.2 million, respectively. The $12.2 million increase, or 31.9%, for the three months ended September 30, 2022 compared to the three months ended September 30, 2021 was due to an increase in Direct Revenue of
$12.7 million, or 41.6%, from $30.5 million to $43.2 million. The increase in Direct Revenue was driven by both an increase in ARPPU and Paying Users. ARPPU increased by 6.1%, or $1.01, to $17.67 for the three months ended September 30, 2022,
from $16.66 for the three months ended September 30, 2021. Our ARPPU increased as we improved product mix with growth in our Unlimited tier and optimized pricing on legacy plans in 2021. Adjusted Direct Revenue was $43.2 million and
$30.5 million, Adjusted ARPPU was $17.67 and $16.66 for the three months ended September 30, 2022 and 2021, respectively. For the three months ended September 30, 2022 and 2021, Paying Users increased by 204 thousand from over 611 thousand to
over 815 thousand. We made various product changes and released new monetization features for our subscription plans, which resulted in growth in our MAUs as well as higher conversion of those MAUs into Paying Users. The increase in Indirect
Revenue was primarily driven by year-over-year growth in advertising revenue. Advertising revenue increased for the three months ended September 30, 2022, as compared to the same time period in 2021, primarily because we sold a greater number
of impressions to our direct advertisers via our brand sales team as well as to our self-serve advertisers via our third-party partnership with Bucksense.
71
Revenues for the nine months ended September 30, 2022 and 2021
were $140.5 million and $100.8 million, respectively. The $39.7 million increase, or 39.4%, for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 was due to an increase in Direct Revenue of
$37.7 million, or 46.7%, from $80.7 million to $118.4 million and an increase in Indirect Revenue of $2.0 million, or 10.0%, from $20.1 million to $22.1 million. The increase in Direct Revenue was driven by both an increase in ARPPU and Paying
Users. ARPPU increased by 10.1%, or $1.57, to $17.12 for the nine months ended September 30, 2022 from $15.55 for the nine months ended September 30, 2021. Our ARPPU increased as we improved product mix with growth in our Unlimited tier and
optimized pricing on legacy plans in 2021. Adjusted Direct Revenue was $118.4 million and $81.6 million, Adjusted ARPPU was $17.12 and $15.72 for the nine months ended September 30, 2022 and 2021, respectively. For the nine months ended
September 30, 2022 and 2021, Paying Users increased by 191 thousand from over 577 thousand to over 768 thousand, as we made various product changes and released new monetization features for our subscription plans, which resulted in growth in
our MAUs as well as higher conversion of those MAUs into Paying Users. The increase in Indirect Revenue was primarily driven by year-over-year growth in advertising revenue. Advertising revenue increased, as we optimized our ad unit strategy
throughout 2021, resulting in fewer ad impressions being sold at a higher blended cost per ad impression to advertisers on our platform.
For the three months ended September 30, 2022 and 2021, revenues
from operations in the United States increased by $7.6 million, or 32.3%. During this same period, revenues from operations in the United Kingdom increased by $0.7 million, or 22.6%, and revenues from operations in the remainder of the world
increased by $3.9 million, or 33.6%. The reasons for these changes are consistent with revenue changes previously noted.
For the nine months ended September 30, 2022 and 2021, revenues
from operations in the United States increased by $24.4 million, or 38.4%. During this same period, revenues from operations in the United Kingdom increased by $2.7 million, or 34.6%, and revenues from operations in the rest of the world
increased by $12.7 million, or 43.1%. The reasons for these changes are consistent with revenue changes previously noted.
Cost of revenue
Cost of revenue for the three months ended September 30, 2022 and
2021 were $13.0 million and $9.6 million, respectively. The $3.4 million increase, or 35.4%, was primarily due to a $2.1 million growth in distribution fees (consistent with direct revenue growth), $0.7 million in increased infrastructure costs
associated with our primary information systems vendors, and $0.4 million higher content moderation expenses required to support user growth.
Cost of revenue for the nine months ended September 30, 2022 and
2021 were $36.8 million and $25.7 million, respectively. The $11.1 million increase, or 43.2%, was primarily due to a $6.7 million growth in distribution fees (consistent with direct revenue growth), a $3.2 million increase infrastructure costs
associated with our primary information systems vendors, and $1.2 million higher content moderation expenses required to support user growth.
Selling, general and administrative expense
Selling, general and administrative expense for the three months
ended September 30, 2022 and 2021 were $20.3 million and $8.3 million, respectively. The $12.0 million increase, or 144.6%, was primarily due to a $9.0 million increase in equity compensation expense due to the Series P unit modification that
occurred in the second quarter of 2022, as well as $2.1 million in higher personnel expenses associated with headcount growth in functional areas such as customer experience, recruiting and IT. The increase was also due to higher outside
service fees for recruiting, audit, tax, and other consulting services, branding and marketing costs, as well as other general and administrative expenses, such as general liability insurance, office software, and business travel and
entertainment.
Selling, general and administrative expense for the nine months
ended September 30, 2022 and 2021 were $53.8 million and $21.8 million, respectively. The $32.0 million increase, or 146.8%, was primarily due to a $21.6 million increase in equity compensation expense resulting from the Series P unit
modification that occurred in the second quarter of 2022, as well as $6.8 million in higher personnel expenses associated with headcount growth in functional areas such as customer experience, recruiting and IT. The increase was also due to
higher outside service fees for audit, tax, recruiting, and other consulting services, branding and marketing costs, as well as other general and administrative expenses, such as general liability insurance, office software, and business travel
and entertainment.
Product development expense
Product development expense for the three months ended
September 30, 2022 and 2021 were $4.2 million and $2.8 million, respectively. The $1.4 million increase, or 50.0%, was due to increased full-time employee-related expenses primarily associated with headcount growth.
72
Product development expense for the nine months ended
September 30, 2022 and 2021 were $12.0 million and $7.4 million, respectively. The $4.6 million increase, or 62.2%, was due to increased full-time employee-related expenses primarily associated with headcount growth.
Depreciation and amortization
Depreciation and amortization for the three months ended
September 30, 2022 and 2021 were $9.1 million and $10.7 million, respectively. The $1.6 million decrease, or (15.0)%, was primarily due to a decrease in acquired intangibles amortization. Certain customer related intangible assets arising from
the acquisition in June 2020 are amortized under an accelerated amortization schedule, with lower amounts expensed during the three months ended September 30, 2022 compared to the same period in 2021.
Depreciation and amortization for the nine months ended
September 30, 2022 and 2021 were $27.2 million and $32.5 million, respectively. The $5.3 million decrease, or (16.3)%, was primarily due to a decrease in acquired intangibles amortization. Certain customer related intangible assets arising from
the acquisition in June 2020 are amortized under an accelerated amortization schedule, with lower amounts expensed during the nine months ended September 30, 2022 compared to the same period in 2021.
Interest (expense) income, net
Interest (expense) income, net for the three months ended
September 30, 2022, and 2021 were $(4.8) million and $(4.3) million, respectively. The $0.5 million increase, or 11.6%, was primarily due to $0.6 million higher interest expense from higher debt balance and increased interest rates starting in
June 2022. This increase was partially offset by an increase in interest income associated with a related party loan arrangement to Catapult GP II. See Note 5 to Legacy Grindr’s unaudited condensed consolidated financial statements for the nine
months ended September 30, 2022 included elsewhere in this prospectus for further information.
Interest (expense) income, net for the nine months ended
September 30, 2022 and 2021 were $(11.0) million and $(14.9) million, respectively. The $3.9 million decrease, or (26.2)%, was primarily due to $2.8 million lower interest expense due to lower debt balance and interest rates through June 2022,
partially offset by higher debt balance and increased interest rates starting in June 2022. Also contributing to the overall decrease was a $1.1 million increase in interest income associated with a related party loan arrangement to Catapult GP
II. See Note 5 to Legacy Grindr’s unaudited condensed consolidated financial statements for the nine months ended September 30, 2022 included elsewhere in this prospectus for further information.
Other income (expense), net
Other income (expenses), net include primarily expenses such as
charitable contributions and exchange rate gains or losses.
Other income (expense), net for the three months ended
September 30, 2022 and 2021 were $(0.3) million and $(0.1) million, respectively.
Other income (expense), net for the nine months ended
September 30, 2022, and 2021 were $(0.3) million and $(0.1) million, respectively.
Income tax provision (benefit)
Our effective tax rates in fiscal 2022 and future periods may
fluctuate, as a result of changes in our forecasts where losses cannot be benefited due to the existence of valuation allowances on our deferred tax assets, changes in actual results versus our estimates, or changes in tax laws, regulations,
accounting principles, or interpretations thereof.
Ordinarily, in determining the quarterly provisions for income
taxes, the Company uses an estimated annual effective tax rate, which is generally based on our expected annual income and statutory tax rates in the U.S. and Canada. Due to the difficulty forecasting the calendar year 2022 of income (loss) by
jurisdiction, we determined the estimated annual effective rate method would not provide a reliable estimate of the Company’s overall annual effective tax rate. As such, we have calculated the tax provision using the actual effective rate for
the nine months ended September 30, 2022. In addition, the effect of changes in enacted tax laws or rates and tax status is recognized in the interim period in which the change occurs.
73
Income tax provision (benefit) for the three months ended
September 30, 2022 increased by $3.0 million, and the effective tax rate decreased by (310.2)%, compared to the three months ended September 30, 2021.
Income tax provision (benefit) for the nine months ended
September 30, 2022 increased by $3.9 million, and the effective tax rate decreased by (626.3)%, compared to the nine months ended September 30, 2021.
Income taxes changed from a provision of $0.5 million for the
three months ended September 30, 2021 to a provision of $3.5 million for the three months ended September 30, 2022. The change is primarily due to the Company experiencing a pre-tax loss for the three months ended September 30, 2022 compared to
a pre-tax income during the same period in 2021, as well as a decrease in the year to date effective tax rate. The decrease in the effective tax rate for the three months ended September 30, 2022 was impacted by the year to date levels of
annual taxable income, permanent items, of which 792.8% is primarily related to the Series P equity compensation, partially offset by 194.1% related to the foreign derived intangible income deduction.
Income taxes changed from a benefit of $(0.2) million for the nine
months ended September 30, 2021 to a provision of $3.7 million for the nine months ended September 30, 2022. The change is primarily due to the Company experiencing a pre-tax loss during the nine months ended September 30, 2022 compared to a
pre-tax income for the nine months ended September 30, 2021, as well as a decrease in the year to date effective tax rate. The decrease in the effective tax rate for the nine months ended September 30, 2022 was impacted by the year to date
levels of annual taxable income, permanent items, of which 750.6% is primarily related to the Series P equity compensation, partially offset by 179.9% related to the foreign derived intangible income deduction.
Net income (loss)
Net income (loss) for the three months ended September 30, 2022,
and 2021 was $(4.7) million and $1.9 million, respectively. Net (loss) for the nine months ended September 30, 2022 and 2021 was $(4.3) million and $(1.4) million, respectively.
Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are
prepared and presented in accordance with GAAP, we use Adjusted Direct Revenue and Adjusted EBITDA, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may differ from
similarly titled measures used by other companies, is presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and
presented in accordance with GAAP.
Adjusted Direct Revenue
We define Adjusted Direct Revenue as Direct Revenue adjusted for
the release of the fair value adjustment of deferred revenue into revenue of the acquired deferred revenue due to the June 10, 2020 acquisition (See Note 3 to Legacy Grindr’s audited consolidated financial statements beginning on page F-86 of this prospectus for additional information).
The following table presents the reconciliation of Direct Revenue
to Adjusted Direct Revenue for the three months ended September 30, 2022 and 2021, nine months ended September 30, 2022 and 2021, the year ended December 31, 2021, Successor 2020 Period, Predecessor 2020 Period, and the year ended December 31,
2019.
|
($ in thousands)
|
| |
Three Months
Ended
September 30,
2022
|
| |
Three Months
Ended
September 30,
2021
|
| |
Nine Months
Ended
September 30,
2022
|
| |
Nine Months
Ended
September 30,
2021
|
|
Reconciliation of
Direct Revenue to Adjusted Direct Revenue
|
| |
|
| |
|
| |
|
| |
|
|
Direct Revenue
|
| |
$43,209
|
| |
$30,537
|
| |
$118,364
|
| |
$80,733
|
|
Adjustments
|
| |
—
|
| |
—
|
| |
—
|
| |
892
|
|
Adjusted Direct Revenue
|
| |
$43,209
|
| |
$30,537
|
| |
$118,364
|
| |
$81,625
|
74
|
|
| |
Successor
|
| |
Predecessor
|
||||||
|
($ in thousands)
|
| |
Year ended
December 31,
2021
|
| |
Period from
June 11,
2020 to
December 31,
2020
|
| |
Period from
January 1,
2020 to
June 10,
2020
|
| |
Year ended
December 31,
2019
|
|
Reconciliation of
Direct Revenue to Adjusted Direct Revenue
|
| |
|
| |
|
| |
|
| |
|
|
Direct Revenue
|
| |
$116,031
|
| |
$49,268
|
| |
$39,840
|
| |
$84,000
|
|
Adjustments
|
| |
900
|
| |
8,194
|
| |
4
|
| |
46
|
|
Adjusted Direct Revenue
|
| |
$116,931
|
| |
$57,462
|
| |
$39,844
|
| |
$84,046
|
Adjusted EBITDA
The primary financial measure we use is Adjusted EBITDA. EBITDA is
defined as earnings before interest, taxes, depreciation, and amortization. We define Adjusted EBITDA as net income (loss) excluding income tax provision, interest expense, depreciation and amortization, stock-based compensation expense,
non-core expenses/losses (gains), including purchase accounting adjustments related to deferred revenue, transaction-related costs, management fees, and interest income from the related party loan to Catapult GP II. Our management uses this
measure internally to evaluate the performance of our business and this measure is one of the primary metrics by which our internal budgets are based and by which management is compensated. We exclude the above items as some are non-cash in
nature, and others are non-recurring that they may not be representative of normal operating results. This non-GAAP financial measure adjusts for the impact of items that we do not consider indicative of the operational performance of our
business. While we believe that this non-GAAP financial measure is useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for the related financial information
prepared and presented in accordance with GAAP.
The following table presents the reconciliation of net income
(loss) to Adjusted EBITDA for the three and nine months ended September 30, 2022 and 2021, the year ended December 31, 2021, Successor 2020 Period, Predecessor 2020 Period, and the year ended December 31, 2019.
|
($ in thousands)
|
| |
Three Months
Ended
September 30,
2022
|
| |
Three Months
Ended
September 30,
2021
|
| |
Nine Months
Ended
September 30,
2022
|
| |
Nine Months
Ended
September 30,
2021
|
|
Reconciliation of
net income (loss) to adjusted EBITDA
|
| |
|
| |
|
| |
|
| |
|
|
Net income (loss)
|
| |
$(4,663)
|
| |
$1,894
|
| |
$(4,343)
|
| |
$(1,433)
|
|
Interest expense (income), net
|
| |
4,786
|
| |
4,300
|
| |
10,998
|
| |
14,863
|
|
Income tax provision (benefit)
|
| |
3,474
|
| |
461
|
| |
3,727
|
| |
(214)
|
|
Depreciation and amortization
|
| |
9,097
|
| |
10,708
|
| |
27,215
|
| |
32,534
|
|
Transaction-related costs(1)
|
| |
1,033
|
| |
1,835
|
| |
2,211
|
| |
2,978
|
|
Litigation related costs(2)
|
| |
439
|
| |
231
|
| |
1,521
|
| |
1,378
|
|
Stock-based compensation expense
|
| |
9,686
|
| |
664
|
| |
23,353
|
| |
1,806
|
|
Management fees(3)
|
| |
181
|
| |
181
|
| |
544
|
| |
543
|
|
Purchase accounting adjustment(4)
|
| |
—
|
| |
—
|
| |
—
|
| |
892
|
|
Other expenses (income)(5)
|
| |
1
|
| |
218
|
| |
552
|
| |
351
|
|
Adjusted EBITDA
|
| |
24,034
|
| |
20,492
|
| |
65,778
|
| |
53,698
|
|
(1)
|
Transaction related costs represent legal, tax, accounting, consulting, and other professional fees related to the Merger with
Tiga and other potential acquisitions, that are non-recurring in nature.
|
|
(2)
|
Litigation related costs primarily represent external legal fees associated with the outstanding litigation or regulatory
matters such as the potential Datatilsynet fine or the CFIUS review of the Business Combination, which are unrelated to Legacy Grindr’s core ongoing business operations.
|
|
(3)
|
Management fees represent administrative costs associated with SVH’s administrative role in managing financial relationships
and providing directive on strategic and operational decisions, which ceased to continue after the closing of the Merger with Tiga.
|
|
(4)
|
Purchase accounting adjustment includes the effects of the purchase accounting adjustment related to deferred revenue
resulting from the June 10, 2020 acquisition.
|
|
(5)
|
Other expenses (income) primarily represents costs incurred from reorganization events that are unrelated to Legacy Grindr’s
core ongoing business operations, including severance and employment related costs which, for the three months ended September 30, 2022 and 2021 are insignificant and for the nine months ended September 30, 2022 and 2021 are
$0.5 million and $0.1 million, respectively.
|
75
|
|
| |
Successor
|
| |
Predecessor
|
||||||
|
($ in thousands)
|
| |
Year ended
December 31,
2021
|
| |
Period from
June 11,
2020 to
December 31,
2020
|
| |
Period from
January 1,
2020 to
June 10,
2020
|
| |
Year ended
December 31,
2019
|
|
Reconciliation of
net income (loss) to adjusted EBITDA
|
| |
|
| |
|
| |
|
| |
|
|
Net income (loss)
|
| |
$5,064
|
| |
$(10,959)
|
| |
$(2,114)
|
| |
$7,706
|
|
Interest expense (income), net
|
| |
18,698
|
| |
15,082
|
| |
(277)
|
| |
(386)
|
|
Income tax provision (benefit)
|
| |
1,236
|
| |
(1,958)
|
| |
(615)
|
| |
2,441
|
|
Depreciation and amortization
|
| |
43,234
|
| |
17,639
|
| |
10,642
|
| |
27,412
|
|
Transaction-related costs(1)
|
| |
3,854
|
| |
6,453
|
| |
691
|
| |
—
|
|
Litigation related costs(2)
|
| |
1,913
|
| |
70
|
| |
902
|
| |
3,342
|
|
Stock-based compensation expense
|
| |
2,485
|
| |
916
|
| |
343
|
| |
6,780
|
|
Management fees(3)
|
| |
728
|
| |
444
|
| |
386
|
| |
662
|
|
Purchase accounting adjustment(4)
|
| |
900
|
| |
8,194
|
| |
—
|
| |
—
|
|
Other expenses (income)(5)
|
| |
(1,058)
|
| |
(148)
|
| |
4,966
|
| |
2,496
|
|
Adjusted EBITDA
|
| |
$77,054
|
| |
$35,733
|
| |
$14,924
|
| |
$50,453
|
|
(1)
|
Transaction related costs incurred during the year ended December 31, 2021 consist of legal, tax, accounting, consulting, and
other professional fees related to the Merger with Tiga and other potential acquisitions, that are non-recurring in nature. Transaction related costs incurred during the combined 2020 Successor and Predecessor period consist of legal,
tax, accounting, consulting, and other professional fees related to SVH’s indirect acquisition of Legacy Grindr from Kunlun in June 2020.
|
|
(2)
|
For the year ended December 31, 2021, litigation related costs primarily represent external legal fees associated with the
outstanding litigation or regulatory matters such as the potential Datatilsynet fine or the CFIUS review of the Business Combination, which are unrelated to Legacy Grindr’s core ongoing business operations. For the combined 2020
Successor and Predecessor period and year ended December 31, 2020, litigation related costs primarily represent external legal fees associated with the outstanding litigation or regulatory matters the CFIUS review of SVH’s indirect
acquisition of Legacy Grindr, which are unrelated to Legacy Grindr’s core ongoing business operations.
|
|
(3)
|
Management fees represent administrative costs associated with SVH’s administrative role in managing financial relationships
and providing directive on strategic and operational decisions, which ceased to continue after the closing of the Merger with Tiga.
|
|
(4)
|
Purchase accounting adjustment includes the effects of the purchase accounting adjustment related to deferred revenue
resulting from the June 10, 2020 acquisition.
|
|
(5)
|
For the year ended December 31, 2021, other expenses (income) primarily represents costs incurred from reorganization events
that are unrelated to Legacy Grindr’s core ongoing business operations, including severance and employment related costs of $0.5 million offset by PPP loan forgiveness income of $1.5 million. For the combined 2020 Successor and
Predecessor period, other expenses (income) primarily represents a one-time settlement of $5.5 million related to the outstanding incentive units that were settled upon SVH’s indirect acquisition of Legacy Grindr. For year ended
December 31, 2019, other expenses (income) primarily represents public readiness preparation costs of $1.4 million, as well as restructuring costs of $0.6 million that are unrelated to Legacy Grindr’s core ongoing business operations.
|
For the three months ended September 30, 2022 and 2021, Adjusted
EBITDA increased by $3.5 million, or 17.1%, which was primarily due to an increase in revenue, which was partially offset by higher operating expenses (excluding one-time, non-recurring, and other expenses, as outlined in the Adjusted EBITDA
definition).
For the nine months ended September 30, 2022 and 2021, Adjusted
EBITDA increased by $12.1 million, or 22.5%, which was primarily due to an increase in revenue, which was partially offset by higher operating expenses (excluding one-time, non-recurring, and other expenses, as outlined in the Adjusted EBITDA
definition).
Adjusted EBITDA increased by $26.5 million, or 52.4%, in the year
ended December 31, 2021 as compared to the combined Successor 2020 Period and Predecessor 2020 Period, primarily due to an increase in revenue, which was partially offset by higher operating expenses (excluding one-time, non-recurring, and
other expenses, as outlined in the Adjusted EBITDA definition). Adjusted EBITDA increased by $0.1 million, or 0.2%, in the combined Successor 2020 Period and Predecessor 2020 Period as compared to the year ended December 31, 2019, primarily due
to a decrease in total expenses (excluding one-time, non-recurring, and other expenses, as outlined in the Adjusted EBITDA definition).
76
Liquidity and Capital Resources
Cash Flows for the Year Ended December 31, 2021 and
the period from June 11, 2020 to December 31, 2020 (Successor), the period from January 1, 2020 to June 10, 2020 and the year ended December 31, 2019 (Predecessor)
The following table summarizes our total cash and cash equivalent:
|
|
| |
Successor
|
| |
Predecessor
|
||||||
|
($ in thousands)
|
| |
Year ended
December 31,
2021
|
| |
Period from
June 11,
2020 to
December 31,
2020
|
| |
Period from
January 1,
2020 to
June 10,
2020
|
| |
Year ended
December 31,
2019
|
|
Cash and cash equivalents, including restricted cash (as
of the end of period)
|
| |
$17,170
|
| |
$42,786
|
| |
$66,454
|
| |
$47,950
|
|
Net cash provided by (used in):
|
| |
|
| |
|
| |
|
| |
|
|
Operating activities
|
| |
34,430
|
| |
9,602
|
| |
16,456
|
| |
37,973
|
|
Investing activities
|
| |
(3,797)
|
| |
(264,991)
|
| |
534
|
| |
(4,684)
|
|
Financing activities
|
| |
(56,249)
|
| |
298,175
|
| |
1,514
|
| |
—
|
|
Net change in cash and cash equivalents
|
| |
$(25,616)
|
| |
$42,786
|
| |
$18,504
|
| |
$33,289
|
Cash flows provided by operating activities
Net cash provided by operating activities are primarily dependent
on our revenues affected by timing of receipts from subscription and advertising sales. It is also dependent on managing our operating expenses, such as salaries and employee-related costs, selling and marketing expenses, transaction costs, and
other general and administrative expenses. We expect to maintain strong operating cash flows given our historical performance. We will continue to invest in the right resources to support longer term profitable growth. Our operating cash flows
should continue to cover our operating and financing costs.
During the year ended December 31, 2021, our operations provided
$34.4 million of cash, which was primarily attributable to Net Income (Loss) of $5.1 million, increased by $43.2 million in depreciation and amortization and decreased by $2.9 million in other non-cash adjustments. Cash flows provided by
operating activities were further decreased by $10.9 million from changes in operating assets and liabilities.
During the combined Successor 2020 Period and Predecessor 2020
Period, our operations provided $26.1 million of cash, which was primarily attributable to Net Income (Loss) of ($13.1) million, increased by $28.4 million in depreciation and amortization and other non-cash add-backs. Cash flows provided by
operating activities were further increased by $10.7 million from changes in operating assets and liabilities.
During the year ended December 31, 2019, our operations provided
$38.0 million of cash, which was primarily attributable to Net Income (Loss) of $7.7 million, increased by $27.4 million in depreciation and amortization, and further increased by $9.3 million in share-based compensation and other non-cash
add-backs. Cash flows provided from operating activities were further decreased by $6.4 million in changes in operating assets and liabilities.
Cash flows used in investing activities
Net cash used in investing activities in the year ended
December 31, 2021 consisted of additions to capitalized software of $3.5 million as well as purchases of property and equipment of $0.3 million. We expect our capital investments to increase over time as we further enhance our platform and
product. However, historically this has not been significant, as it has primarily comprised capitalized engineering labor costs and computer hardware costs for employees. Other increases could come from potential acquisitions or other platform
extensions.
Net cash used in investing activities for the Successor 2020
Period consisted of $263.8 million in cash used to acquire the Predecessor, additions to capitalized software of $1.0 million and purchases of property and equipment of $0.2 million. Net cash used in investing activities for the Predecessor
2020 Period consisted of additions to capitalized software of $1.4 million and purchases of property and equipment of $0.3 million, as well as $2.2 million in proceeds from repayment of promissory notes provided to employees during the year
ended December 31, 2019.
Net cash used in investing activities in the year ended
December 31, 2019 consisted of additions to capitalized software of $2.3 million, purchases of property and equipment of $0.1 million, as well as $2.2 million in promissory notes provided to employees.
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Cash flows (used in) provided by financing
activities
Net cash used in financing activities in the year ended
December 31, 2021 consisted of $1.4 million in proceeds from exercise of employee stock options, $56.6 million related to principal paydown of our long-term debt as well as $1.0 million in debt issuance costs.
Net cash used in financing activities for the Successor 2020
Period consisted of $192.0 million in new long-term debt raised in June 2020 as well as $3.8 million debt issuance costs, offset by $110.0 million in contributions from members. Net cash provided by financing activities for the Predecessor 2020
Period consisted of $1.5 million in proceeds received from our PPP Loan.
There was no cash provided by or used in financing activities in
the year ended December 31, 2019.
Cash Flows for the Nine months ended
September 30, 2022 and 2021
The following table summarizes our total cash and cash equivalents:
|
($ in thousands)
|
| |
Nine Months
Ended
September 30,
2022
|
| |
Nine Months
Ended
September 30,
2021
|
|
Cash, and cash equivalents, including restricted cash (as of the end of period)
|
| |
$28,628
|
| |
$56,047
|
|
Net cash provided by (used in):
|
| |
|
| |
|
|
Operating activities
|
| |
$36,794
|
| |
$18,852
|
|
Investing activities
|
| |
$(3,773)
|
| |
$(2,340)
|
|
Financing activities
|
| |
$(21,563)
|
| |
$(3,251)
|
|
Net change in cash and cash equivalents
|
| |
$11,458
|
| |
$13,261
|
Cash flows provided by (used in) operating
activities
Net cash provided by operating activities are primarily dependent
on our revenues affected by timing of receipts from subscription and advertising sales. It is also dependent on managing our operating expenses, such as salaries and employee-related costs, selling and marketing expenses, transaction costs, and
other general and administrative expenses. We expect to maintain strong operating cash flows given our historical performance. We will continue to invest in the right resources to support longer term profitable growth. Our operating cash flows
should continue to cover our operating and financing costs.
For the nine months ended September 30, 2022, our operations
provided $36.8 million of cash, which was primarily attributable to the net income (loss) of $(4.3) million, increased by $27.2 million in depreciation and amortization and increased by $18.3 million in other non-cash adjustments. Cash flows
provided by operating activities were further decreased by $4.4 million from changes in operating assets and liabilities.
For the nine months ended September 30, 2021, our operations
provided $18.9 million of cash, which was primarily attributable to the net income (loss) of $(1.4) million, increased by $32.5 million in depreciation and amortization and decreased by $1.3 million in other non-cash adjustments. Cash flows
used in operating activities were further decreased by $10.9 million from changes in operating assets and liabilities.
Cash flows used in investing activities
Net cash used in investing activities for the nine months ended
September 30, 2022 consisted of additions to capitalized software of $3.4 million and purchases of property and equipment of $0.3 million, which purchases were primarily related to computer hardware for employees. We expect our capital
investments to increase over time as we further enhance our platform and product. However, historically, this has not been significant, as it has primarily comprised capitalization of engineering labor costs and computer hardware costs for
employees. Other increases could come from potential acquisitions or other platform extensions.
Net cash used in investing activities for the nine months ended
September 30, 2021 consisted of additions to capitalized software of $2.2 million and purchases of property and equipment of $0.2 million.
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Cash flows used in financing activities
Net cash used in financing activities for the nine months ended
September 30, 2022 consisted of $1.1 million in proceeds from exercise of employee stock options as well as $60.0 million proceeds from issuance of debt, offset by $79.5 million in cash dividends paid, $1.0 million in debt issuance costs, and
$2.2 million related to principal paydown of our long-term debt.
Net cash used in financing activities for the nine months ended
September 30, 2021 consisted of $0.6 million in proceeds from exercise of employee stock options, offset by $1.0 million debt issuance costs and $2.9 million related to principal paydown of our long-term debt.
Financing Arrangements
Through September 30, 2022, we completed the following transactions:
Deferred Payment
In June 2020, as part of SVH’s indirect acquisition of
approximately 98.6% interest in Legacy Grindr (and its subsidiaries) from Kunlun, SV Acquisition agreed to pay what, after adjustments provided for in the acquisition agreement, amounted to a $230.0 million deferred consideration payment
liability to Kunlun, payable on the second and third anniversary of the closing date (the “Deferred Payment”). In connection with the acquisition, SV Acquisition assigned the obligations for the Deferred Payment to Legacy Grindr, and
subsequently, through a series of assumption agreements, SV Acquisition re-assumed the obligations for the Deferred Payment. In June 2022, Legacy Grindr declared and then paid a distribution of $83.3 million to its members, including an
affiliate of SV Acquisition, on a pro rata basis. Legacy Grindr paid this distribution in June and July 2022. SV Acquisition’s affiliate, SV Group Holdings, received its ratable share of this distribution, being $75.0 million, and distributed
that amount through intermediate holding companies to SV Acquisition, which then paid such amount to Kunlun in partial satisfaction of the Deferred Payment obligation, thereby reducing such obligation to $155.0 million. The cash transfer to
Kunlun was effected by Legacy Grindr at the instruction of SV Group Holdings. Substantially simultaneously with Closing, the Deferred Payment obligation was fully repaid. For further information on the Deferred Payment, refer to Note 3 of
Legacy Grindr’s historical audited financial statements for the year ended December 31, 2021 beginning on page F-86 of this prospectus for additional information.
Fortress Credit Corp. Loan
On June 10, 2020, Grindr Gap LLC (f/k/a San Vicente Gap LLC)
(“Holdings”), Grindr Capital LLC (f/k/a San Vicente Capital LLC) (“Borrower”), Fortress Credit Corp. (“Fortress”) and the other credit parties thereto entered into a credit agreement (the “Credit Agreement”), which permitted the Borrower to
borrow up to $192.0 million through a senior secured credit facility. The Borrower used such proceeds to pay part of the total purchase consideration in connection with the SV Acquisition. The Borrower and Fortress entered into Amendment No. 2
to the Credit Agreement on June 13, 2022, which permitted the Borrower to borrow an additional $60.0 million through several supplemental term loans (the “Supplemental Term Loans”). The full amount of the Supplemental Term Loans was drawn on
June 13, 2022. Amounts paid or repaid in respect of the Supplemental Term Loans may not be reborrowed. The proceeds of the Supplemental Term Loans were used by the Borrower to fund a restricted payment permitted under the Credit Agreement to
Kunlun in partial satisfaction of the Deferred Payment and to pay fees and other transaction costs incurred in connection with such payment (the “Supplemental Term Loan Payment”). The Borrower and Fortress entered into Amendment No. 3 to the
Credit Agreement on November 14, 2022, which permitted the Borrower to borrow an additional $170.8 million through several supplemental term loans (the “Supplemental Term Loans II”). The full amount of the Supplemental Term Loans II was drawn
on November 14, 2022.
Borrowings under the Credit Agreement are collateralized by the
capital stock and assets of certain wholly-owned subsidiaries of the Borrower. The Successor’s obligation under the Credit Agreement is guaranteed by certain of the Borrower’s wholly-owned subsidiaries. Borrowings under the Credit Agreement are
payable in full on June 10, 2025 with mandatory principal repayments beginning in the first quarter of 2021. Mandatory repayments are equal to 0.5% of the original principal amount of the Credit Agreement. The Borrower is also required to make
mandatory prepayments of the Credit Agreement, commencing with the Successor 2020 Period, equal to a defined percentage rate (determined based on the Company’s leverage ratio) of excess cash flows. Borrowings under the Credit Agreement are
index rate loans or LIBOR loans, at the Borrower’s discretion. Index rate loans bear interest at the index rate plus applicable margin based on the consolidated total leverage ratio, or 7.0%. LIBOR loans bear interest at LIBOR plus an
applicable margin based on the consolidated total leverage ratio, or 8.0%.
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The Credit Agreement also required the Borrower to make a
lump-sum principal repayment in the amount equal to $48.0 million plus related accrued interest on or before February 28, 2021. This repayment date was amended to November 30, 2021 based on an amendment to the Credit Agreement entered into on
February 25, 2021. In addition to the mandatory repayment, the Borrower was required to pay a premium of 10.0% of the principal repayment, or $4.8 million together with the mandatory lump-sum principal repayment. In addition, certain restricted
payments, including restricted payments made by the Successor and the Supplemental Term Loan, are permitted under the Credit Agreement.
The obligations under the Credit Agreement are subject to
automatic acceleration upon a voluntary or involuntary bankruptcy event of default, and are subject to acceleration at the election of the lenders upon the continuance of any other event of default, including a material adverse change in the
business, operations or conditions of the Company. A default interest rate of an additional 2.0% per annum will apply on all outstanding obligations during the occurrence and continuance of an event of default. If an event of default occurs on
or prior to June 10, 2022, an additional premium will be charged equal to all unpaid interest that would have accrued until the date that is 24 months after the inception of the Credit Agreement. The Credit Agreement includes restrictive
non-financial and financial covenants, including the requirement to maintain a total leverage ratio no greater than 4.75:1.00 prior to and through March 31, 2022, and no greater than 3.25:1.00 thereafter.
The carrying value includes the outstanding principal amount and
accretion of prepayment premium, less unamortized debt issuance costs.
The fair values of the Successor’s Credit Agreement balances were
measured by the discounted cash flow method or comparing their prepayment values and observable market data consisting of interest rates of interest rates based on similar credit ratings, which the Company classifies as a Level 2 input within
the fair value hierarchy. The estimated fair value of the Credit Agreement balances as of September 30, 2022, December 31, 2021 and December 31, 2020 is $189,746, $142,963, and $200,640, respectively.
On November 14, 2022, the Company entered into an Amendment No. 3
to the Credit Agreement, which allowed the Company to borrow multiple term loans (the “Amendment”). The term loans have the following maximum commitment amounts, $140,800 (“Supplemental Facility I”), and $30,000 (“Supplemental Facility II”). On
November 14, 2022 and November 17, 2022, the Company borrowed the fully committed amount for Supplemental Facility I and Supplemental Facility II, respectively. The debt issuance costs related to the Amendment is $3,387 and $750 for
Supplemental Facility I and Supplemental Facility II, respectively. All borrowings under the Amendment bear interest at the Secured Overnight Financing Rate (“SOFR”), with an applicable floor, plus an applicable margin as determined by the
Company’s net leverage ratio. For Supplemental Facility I, the Company is required to make quarterly amortization payments of $704 on the next business day of the end of each March, June, September and December, beginning in June 2023, with the
remaining aggregate principal amount payable on the maturity date on November 14, 2027 (“Supplemental Facility I Maturity Date”). The Supplemental Facility I Maturity Date may be accelerated if certain loans in the existing Credit Agreement or
Supplemental Facility II are not repaid on or before their respectively maturity dates. For Supplemental Facility II, the Company is required to make amortization payments of $7,500 on the next business day of the end of June 2023 and December
2023, with the remaining aggregate principal amount payable on the maturity date on May 17, 2024. See Note 13 to Legacy Grindr's unaudited condensed consolidated financial statements for the nine months ended September 30, 2022 beginning on
page F-47 of this prospectus for further information. A portion of the borrowings under the Credit Agreement were used to pay the Deferred Payment.
Other
The exercise price of our Warrants is $11.50 per Warrant. We
believe the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Common Stock. If the trading price for our Common Stock is
less than $11.50 per share, we believe holders of our Warrants will be unlikely to exercise their Warrants. On December 9, 2022, the last reported sales price of our Common Stock was $6.12 per share and the last reported sales price of our
public warrants was $0.64 per Warrant.
The shares of Common Stock being offered for resale pursuant to
this prospectus by the selling securityholders would represent approximately 82.8% of shares outstanding of the Company as of December 9, 2022 (after giving effect to the issuance of the shares upon exercise of the Warrants and the acquisition
of shares acquirable upon the exercise of certain options). The sale of shares of our Common Stock in the public market or otherwise, including
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sales pursuant to this prospectus, or the perception that such sales could occur,
could harm the prevailing market price of shares of our Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that it
deems appropriate. Resales of our Common Stock may cause the market price of our securities to drop significantly, even if our business is doing well.
Our ability to raise additional capital through the sale of equity
or convertible debt securities could be significantly impacted by the resale of shares of Common Stock by selling securityholders pursuant to this prospectus which could result in a significant decline in the trading price of our Common Stock
and potentially hinder our ability to raise capital at terms that are acceptable to us or at all. In addition, debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability
to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, or
substantially reduce our operations. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in the section titled “Risk Factors” included in this prospectus.
Contractual obligations and contingencies
Our principal commitments consist of obligations under operating
leases for equipment and office space. See Note 12 to Legacy Grindr’s audited consolidated financial statements beginning on page F-95 of this prospectus for further information.
Off-balance sheet arrangements
Other than the items described above, we have no significant
off-balance sheet arrangements.
Quantitative and qualitative disclosures about market risk
We are exposed to market risks, including changes to foreign currency
exchange rates and interest rates.
Foreign currency exchange risk
Foreign currency exchange gains and losses included in our income
for the three months ended September 30, 2022 and 2021 are losses of $244.8 thousand and $56.9 thousand, respectively and nine months losses of $263.0 thousand and $91.3 thousand, respectively. The impact of changes in foreign currency exchange
rates on overall earnings has generally not been significant.
Historically, we have not hedged any foreign currency exposures.
Our continued international expansion increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on our future results of operations.
Interest rate risk
Our cash and cash equivalents consist primarily of bank deposits.
Changes in U.S. interest rates affect the interest earned on the cash and cash equivalents and marketable securities, and the market value of those securities. We had borrowings outstanding with a carrying value of $194.7 million, net of
$3.2 million unamortized debt issuance costs as of September 30, 2022. Borrowings are Index Rate Loans or LIBOR Rate Loans, which accrue interest at a variable rate. The interest rates in effect as of September 30, 2022 and December 31, 2021
were 10.3% and 9.5%, respectively, based on the LIBOR Rate plus 8.0%. A hypothetical 100 basis point increase or decrease would not have a material effect on the interest expense for the periods presented.
Critical Accounting Policies and Estimates
The following disclosure is provided to supplement the
descriptions of our accounting policies contained in Note 2 to our audited consolidated financial statements in regard to significant areas of judgment. Our management is required to make certain estimates, judgments, and assumptions during the
preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments, and assumptions impact the reported amount of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets
and liabilities as of the date of the consolidated financial statements. Actual results could differ from those estimates. Because of the size of the financial statement elements to which they relate, some of our accounting policies and
estimates have a more significant impact on our consolidated financial statements than others. What follows is a discussion of some of our more significant accounting policies and estimates.
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Unit-based and Stock-based Compensation
We have granted unit options (Successor periods), restricted unit
awards (Successor periods), and restricted stock awards (“RSA”) (Predecessor periods) to employees that vest based solely on continued service, or service conditions. The fair value of each option award containing service conditions is
estimated on the grant date using the Black-Scholes option-pricing model. The fair value of each RSA containing service conditions is estimated at the grant date based on the fair value of our common stock.
On August 13, 2020, the board of managers of the Successor,
approved the adoption of the 2020 Equity Incentive Plan (the “2020 Plan”), which permits the grant of unit options, restricted units, unit appreciation rights, restricted equity units and other unit based awards of the Successor.
There were 6,522,685 Series X ordinary units and 1,522,843 Series
Y preferred units authorized in the 2020 Plan. There were no changes to the authorized number of units in the Successor period. As of September 30, 2022, there were 2,525,550 Series X ordinary units and 1,522,843 Series Y preferred units
available for grant under the 2020 plan. As of December 31, 2021 and December 31, 2020, there were 2,780,223 and 3,998,480 Series X ordinary units, respectively, and 1,522,843 and 1,522,843 Series Y preferred units, respectively, available for
grant under the 2020 Plan. The Company accounts for unit-based compensation related to service-based and performance-based Series P Units issued by San Vicente Equity Joint Venture LLC (“SVEJV”), a related party and an indirect subsidiary of SV
Acquisition, to Catapult Goliath LLC.
Employees, consultants and non-employee directors who provide
substantial services to the Successor were eligible to be granted unit option awards under the 2020 Plan. Generally, unit 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. Unit options have a maximum term of seven years from the date of grant.
The Predecessor also granted incentive unit awards that vest upon
both a specific period of continued employment and upon a triggering event (as defined in the 2016 Plan of the Predecessor as change of control, or an initial public offering. The Predecessor recognized stock-based compensation expense and the
liability related to the cash settlement of the incentive units when the service-based criteria was met and when the triggering event was deemed probable which was determined to be when it occurred.
Determining the fair value of service-based unit and stock-based
awards at the grant date requires judgment. Our use of the Black-Scholes option-pricing model requires the input of subjective assumptions, such as the fair value of the common stock, the expected term of the option, the expected volatility of
the price of our common stock, risk-free interest rates, the expected dividend yield of our common stock, and the expected term option holders will retain their vested awards before exercising them. The assumptions used in our valuation models
represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially
different in the future.
The estimated fair value of the performance-based profit units
awards is determined using the Black-Scholes valuation model which approximated the option pricing model valuation model. Performance-based profit units require management to make assumptions regarding the likelihood of achieving the
Successor’s performance goals and the Successor recognizes compensation expense when the likelihood of the achievement of the performance-based criteria is probable, using an accelerated attribution method. Forfeitures are recognized as they
occur. For further information on the modification of Series P units, see Note 10 to Legacy Grindr's unaudited condensed consolidated financial statements for the nine months ended September 30, 2022 beginning on page F-61
of this prospectus for further information.
In addition, given the absence of a public trading market, the
Predecessor’s Board of Directors and the Successor’s board of managers, along with management, exercise reasonable judgment and considered numerous objective and subjective factors to determine the fair value of our common stock including, but
not limited to: (i) contemporaneous valuations performed by an independent valuation specialist (ii) our operating and financial performance (iii) issuances of preferred and ordinary units (iv) the valuation of comparable companies; (v) current
condition of capital markets and the likelihood of achieving a liquidity event, such as an initial public offering and (vi) the lack of marketability of its common stock.
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Goodwill and Indefinite-lived Intangible Assets
Goodwill and indefinite-lived intangible assets have been recorded
in our consolidated financial statements as a result of the acquisition by SV Acquisition. Goodwill represents the excess of the purchase price in a business combination over the fair value of identifiable tangible and intangible assets
acquired and liabilities assumed.
We assess goodwill for impairment based on our one reporting unit
and indefinite-lived intangible assets on an annual basis in the fourth quarter, and if events or circumstances indicate that the reporting unit’s fair value or indefinite-lived intangible assets fair value may be less than their carrying
value. Goodwill and indefinite-lived intangible assets are tested for impairment by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit and the indefinitely-lived
intangible assets is less than their carrying value. If the reporting unit and the indefinite-lived intangible assets do not pass the qualitative assessment or it is determined that it is more-likely-than-not that there may be an impairment,
then a quantitative assessment is performed to compare the carrying values to their fair value. An impairment exists when the carrying values exceed their fair values. Certain future events and circumstances, including deterioration of market
conditions, higher cost of capital, or a decline in actual and expected customer demands, could result in changes to the assumptions and judgments for the qualitative impairment assessment. No impairment was recorded for any of the periods
presented for both the Successor and the Predecessor.
Recently Issued and Adopted Accounting Pronouncements
For a discussion of recent accounting pronouncements, see Note 2
to Legacy Grindr’s audited consolidated financial statements beginning on page F-74 of this prospectus for additional information.
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Our Mission
Connect LGBTQ people with one another and the world.
Our Company
We are the world’s largest social network focused on the LGBTQ
community with approximately 10.8 million MAUs and approximately 601 thousand Paying Users in 2021. Our Paying Users were over 815 and 768 thousand for the three and nine months ended September 30, 2022, respectively. According to the Frost
& Sullivan Study commissioned by Legacy Grindr, we are the largest and most popular gay mobile app in the world, with more MAUs than other LGBTQ social networking applications. We enable our users to find and engage with each other, share
content and experiences, and generally express themselves. We are a pioneer and leading influence on the lifestyle trends and discourse among the global LGBTQ community. We are devoted to providing a platform for social interactions for this
vibrant community and to cultivating a safe and accepting environment where all are welcome and feel a sense of belonging. As a result, our platform has become a meaningful part of our users’ social lives and has embedded us at the center of
the community as the preferred channel for broadening their connections and engaging with like-minded individuals within the LGBTQ community.
We believe Grindr fulfills crucial needs for the LGBTQ community.
While the broader global landscape of social networks is highly competitive with many different platforms, there are few global platforms that focus solely on the LGBTQ community and addressing their unique needs, including LGBTQ centric social
activities or heightened privacy. For many years and still even today, people from the LGBTQ community are often discriminated against, marginalized, and targeted. Few global platforms exist where these individuals can truly be their authentic
selves and feel safe to express themselves freely. As a result, the queer community often have a difficult time finding other members of the community with similar interests, beliefs, or values. This experience can be isolating and
disheartening.
Our platform enables the LGBTQ community to connect with each
other and the world. Our platform has many distinct user segments—a diverse set of queer genders and sexualities, varied ages and demographics, various sub-communities, private and discreet users, and urban and rural users. Our users also have
a range of motivations and use cases. Our platform helps our users find what they are looking for: casual dating, relationships and love, community and friendships, travel information, local and discovery, and beyond. By facilitating the
connection of our users around the world, we believe we have the potential to help our community find each other and interact, advance global LGBTQ rights, and make the world a safer place for all LGBTQ people.
Our core product, the Grindr App, has become an integral part of
the daily lives of millions of members of the LGBTQ community around the world, enabling them to discover and connect with each other effortlessly and anytime. The Grindr App offers a variety of location-based social features and functions,
including identity expression (profile, photos, presence), connection (search, filters, the Cascade, Viewed Me), interaction (chat, media sharing), trust and safety tools across the experience, and subscriptions for premium features offering
more access and control. Since our inception in 2009, we have continued to innovate our technologies to improve the Grindr app, adding new features and safety elements, which has allowed us to increase our MAUs and other metrics over the years.
The Grindr App has MAUs in over 190 countries and territories, including developed markets such as the United States, the U.K., France, Spain, and Canada, and emerging markets such as Brazil, Mexico, India, Chile, and the Philippines, creating
a high barrier to entry for our competitors.
We have attracted a highly engaged, and rapidly growing user base, as
evidenced by the following:
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Approximately 10.8 million MAUs in 2021.
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Approximately 601 thousand Paying Users in 2021. Our Paying Users increased by 2.2% in 2021, as compared to the combined
Successor 2020 Period and Predecessor 2020 Period. Our Paying Users were over 815 thousand and 768 thousand for the three and nine months ended September 30, 2022, which represents an increase of 33.3% and 33.1%, as compared to the same
periods in 2021.
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MAUs in over 190 countries and territories in the world as of September 30, 2022.
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21 supported languages on Android and 9 on iOS as of September 30, 2022.
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•
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On average, users on our platform sent over 260 million daily messages in 2021.
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Our profiles spent an average of 61 minutes per day each on the Grindr App in December 2021, which ranks us number one among
apps focused on the LGBTQ community, according to the Frost & Sullivan Study commissioned by Legacy Grindr.
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Our largest markets are currently North America and Europe, from
which we derived 67.2% and 22.3% of our total revenue for the year ended December 31, 2021, 64.9% and 22.3% of our total revenue for the three months ended September 30, 2022, and 65.6% and 22.1% of our total revenue for the nine months ended
September 30, 2022, respectively. After North America and Europe, Asia-Pacific makes up an additional 6.9%, 6.3% and 6.4% of our total revenue, and the remaining 3.6%, 6.5% and 5.8% are from other regions, including Latin America (comprising
Central America and South America) and Australia for the year ended December 31, 2021, for the three months ended September 30, 2022 and for the nine months ended September 30, 2022, respectively.
Our target market is the worldwide LGBTQ community, which
comprises more than 538.4 million people globally that self-identify as LGBTQ and represented approximately 6.9% of the total global population as of December 31, 2021, according to the Frost & Sullivan Study commissioned by Legacy Grindr.
With the progression of LGBTQ culture and increase in LGBTQ rights around the world, this growing and highly engaged community has had an increasingly stronger voice and has been enabled to pursue more diverse lifestyles, express its opinions,
and advocate for equal rights. We are dedicated to creating value and a safe and accepting environment for the LGBTQ community.
We believe we have significant opportunities to leverage our
unique brand to both broaden and deepen our market penetration and offer products and services that address the growing and changing needs of the global LGBTQ community. With this broader opportunity in mind, we have continued to expand our
platform, which offers a unique combination of social networking functions, digital content, and other initiatives aimed at enriching and empowering the lives of the LGBTQ community, in the following ways:
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We help people find meaningful connections, whether it's casual dating, relationships and love, community and friendships,
travel information, local and discovery, and beyond.
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Our platform builds community and friendships. Our user experience is essentially a world without walls, connecting one user
to the next, allowing the community to see each other, many of whom sometimes feel unseen.
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We are advancing LGBTQ equality and safety. Our Grindr for Equality initiative, or G4E, has worked around the world for the
safety and justice for the LGBTQ community. Coordinating with NGOs, governments, and nonprofits, G4E has worked to change and inform policy, increase access to vital healthcare services such as HIV testing, and bring valuable
information to millions of people in over 50 languages.
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We bring empowerment through partnerships with organizations such as Aids/Lifecycle, National/Local Pride Organizations, and
Voting Campaigns.
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We drive social influence with fun and engaging ways on social media channels to help the general population better
understand our community, plight, and interconnectedness.
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We believe our brand and logo have become mainstays of the global
LGBTQ experience. According to the Morning Consult Survey, we are the best-known gay dating app among Gay, Bisexual, Transgender, and Queer people, with 85.0% brand awareness, as well as the best-known gay dating app among the general
population. The strength of our brand has allowed us to grow our users virally and organically, as evidenced by the fact that our customer acquisition spend only comprised 0.1% of total revenue in 2021. This is a core feature of our business
model. As our user base continues to grow worldwide, more connections are made, and our user engagement and revenue increase. These increases enable us to reinvest in our platform, building more product and safety features and, as a result,
attract more users. This results in powerful network effects, driving user and revenue growth and reinforcing our brand awareness.
We currently generate revenue from two revenue streams—Direct
Revenue and Indirect Revenue, both of which are driven by the Grindr app. Direct Revenue is revenue generated by our paying users who pay for subscriptions or add-ons to access premium features. While our app is free to use, our premium
features enable our users to customize
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their ability to experience and use our platform. Indirect Revenue is generated by
third parties who pay us for access to our users, such as advertising or partnerships. Our financial model has significant benefits and has experienced rapid revenue growth and profitability driven predominantly by organic user acquisition and
the viral network effects enabled by our brand and market position.
For the years ended December 31, 2021 and 2020, we generated:
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Total revenue of $145.8 million and $104.5 million, respectively, representing year-over-year growth of 39.6%;
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Net income (loss) of $5.1 million and ($13.1) million, respectively, with a net income (loss) margin of 3.5% and (12.5%),
respectively; and
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Adjusted EBITDA of $77.1 million and $50.7 million, respectively, representing Adjusted EBITDA Margins of 52.8% and 48.5%,
respectively, and year-over-year growth of 52.1%.
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For the three months ended September 30, 2022 and 2021, we
generated:
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Total revenue of $50.4 million and $38.2 million, respectively, representing period-over-period growth of 31.9%;
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Net income (loss) of $(4.7) million and $1.9 million, respectively, with a net income (loss) margin of (9.3)% and 5.0%,
respectively; and
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Adjusted EBITDA of $24.0 million and $20.5 million, respectively, representing Adjusted EBITDA Margins of 47.7% and 53.6%,
respectively, and period-over-period growth of 17.1%.
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For the nine months ended September 30, 2022 and 2021, we
generated:
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Total revenue of $140.5 million and $100.8 million, respectively, representing period-over-period growth of 39.4%;
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Net income (loss) of $(4.3) million and $(1.4) million, respectively, with a net income (loss) margin of (3.1)% and (1.4)%,
respectively; and
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Adjusted EBITDA of $65.8 million and $53.7 million, respectively, representing Adjusted EBITDA Margins of 46.8% and 53.3%,
respectively, and period-over-period growth of 22.5%.
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For a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin
to the most directly comparable GAAP financial measures, information about why we consider Adjusted EBITDA and Adjusted EBITDA Margin useful and a discussion of the material risks and limitations of these measures, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Grindr—Non-GAAP Financial Measures.”
Market Overview
The global LGBTQ population has undergone steady growth in recent
years, growing at a compound annual growth rate (“CAGR”) of 6.7% from 390.0 million in 2016 to 538.4 million in 2021, according to the Frost & Sullivan Study, which was commissioned by Legacy Grindr,
of the global LGBTQ population. The Frost & Sullivan Study commissioned by Legacy Grindr estimated this growth trend will continue over the next five years, growing at a CAGR of 4.2% and reaching 659.9 million in 2026.
The global growth of the LGBTQ population is not just driven by
overall population growth, but by the growing social acceptance level towards the LGBTQ community and the LGBTQ population’s willingness to express sexual orientation and gender identity. We believe increasing social acceptance of the LGBTQ
community and more LGBTQ friendly political environments globally will continue to contribute to the increase in the number of people that self-identify as LGBTQ. This is evidenced by Frost & Sullivan’s estimate of the LGBTQ population’s
percentage of the total population, growing from 5.3% in 2016 to 6.9% in 2021 to an estimated 8.2% by 2026. Additionally, the study also notes the LGBTQ population estimate may vary from country to country and in total, based on different
cultural backgrounds, the political system of the country, economic development, and other factors.
We believe our global addressable market encompasses the entire
LGBTQ population and not just LGBTQ singles, as we are a social network and our users frequently use our platform and services for more than just dating. For example, many of our users are in relationships but continue to use our app for travel
or to stay connected with their friends or the broader LGBTQ community.
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Estimated Self-identified LGBTQ Population and
Proportion of Total Population
According to the Frost & Sullivan Study commissioned by Legacy
Grindr, the GBTQ+ population make up the largest proportion of the overall LGBTQ population, comprising almost 81% of the total with 434.9 million people in 2021. The Frost & Sullivan Study commissioned by Legacy Grindr estimates the GBTQ+
population will continue to grow as a percentage of the overall LGBTQ population, with the percentage increasing to over 81% by 2026.
Estimated Self-Identified LGBTQ Population,
Breakdown by Gender Identity
The self-identified LGBTQ population skews towards younger
generations. According to the Frost & Sullivan Study commissioned by Legacy Grindr, self-identified LGBTQ 18-24 year olds are estimated at 10.3% of the total 18-24 year old global population in 2021, 25-34 year olds are estimated at 8.9%,
and 35-49 year olds are estimated at 6.3%, respectively. These population percentages are expected to grow to 13.4% of the total 18-24 year old global population by 2026, 10.9% for 25-34 year olds, and 7.3% for 35-49 year olds, respectively.
Social development and rapidly changing points of view brought on
by the growth of the Internet has objectively caused Gen Z, (18-24 year olds), to be exposed to more ideas, such as gender awareness and sexual orientation, earlier than previous generations in the same period. Younger generations are more
gender fluid, with the definition of gender identity becoming more indistinct, blurring the boundary between the LGBTQ community and the heterosexual population. These younger generations are more likely to explore their sexuality, given more
social acceptability of alternative sexual identities today and the ability to express different sexual identities.
Estimated Self-Identified LGBTQ Population
Penetration Rate, Breakdown by Age Group (Medium Estimate)
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According to the Frost & Sullivan Study commissioned by
Legacy Grindr, the total self-identified LGBTQ population and self-identified LGBTQ population penetration rate in most regions is expected to continue to increase over time. The self-identified LGBTQ population and penetration rate in North
America will grow from 36.9 million and 9.9% in 2021 to 40.7 million and 10.7% in 2026, respectively. Europe will grow from 61.6 million and 8.2% in 2021 to 74.8 million and 10.0% in 2026, respectively. Asia will grow from 372.8 million and
8.0% in 2021 to 468.7 million and 9.6% in 2026, respectively. Latin America will grow from 56.8 million and 8.6% in 2021 to 62.1 million and 9.0% in 2026, respectively.
Estimated Self-identified LGBTQ Population,
Breakdown by Region
Global LGBTQ Social Context
In recent decades, societies around the world have generally
become more socially accepting of, and open to, LGBTQ culture and people, which has led to greater rights for members of the LGBTQ community. For example, The Netherlands was the first country to legalize same-sex marriage in 2000. According to
various sources, as of April 2022, over 75 countries and territories have legalized same-sex marriage, including jurisdictions in every inhabited continent across the globe. Additionally, according to the ILGA World Report, same-sex sexual
activities were legal in over 120 countries and territories worldwide, including all of the countries in North America and Europe and the majority of the countries in Asia and Latin America.
LGBTQ Population’s Consumption
We believe our user base represents a highly coveted demographic.
According to the Frost & Sullivan Study commissioned by Legacy Grindr, data from the American Community Survey showed that same-sex couples have the highest median household income than opposite-sex couples, with male same-sex couples
having the highest income. Educational attainment is an important social phenomenon, which is strongly linked to later success in terms of income, occupation, wealth, health, and life satisfaction. In the United States, male same-sex households
are more likely to have at least a bachelor’s degree than opposite-sex households. In 2020, 57.5% of male same-sex households had at least a bachelor’s degree compared to 42.4% of opposite-sex households. As individuals, 55.1% of the gay and
bisexual men population have at least a bachelor’s degree compared to 30.3% of the straight male population.
From a macro-level perspective, the more LGBTQ inclusion a country
has, the more likely it is to be economically developed. LGBTQ inclusion and economic development are mutually reinforcing, and LGBTQ legal rights have a continued positive and statistically significant association with real GDP per capita
after controlling for gender equality. Also, from the perspective of society, employers who treat LGBTQ people equally in the workplace will generally see positive business outcomes such as higher productivity of LGBTQ workers, notable
improvements in health, lower costs, and a lower likelihood of employee turnover.
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Estimated LGBTQ Population GDP at Purchasing
Power Parity (PPP)
As the global pandemic caused by COVID-19 gradually improves,
global GDP at purchasing power parity growth resumed upward trends in 2021 and experienced an estimated increase of 6.5%, according to the Frost & Sullivan Study commissioned by Legacy Grindr. Correspondingly, the estimated LGBTQ population
GDP at PPP has also seen an increase, reaching $10.9 billion by the end of 2021. GDP at PPP is the calculation of GDP taking relative costs and inflation into account.
Given this high purchasing power and economic potential, the LGBTQ
community is an increasingly attractive demographic for marketers and advertisers. The scale of purchasing power associated with the LGBTQ demographic, coupled with a general interest to appeal to a younger demographic, have caused marketers to
increase their focus on reaching this community. Some of the world’s largest corporations and brands have launched LGBTQ-themed or focused advertising campaigns, including Apple, Johnson & Johnson, GM, Coca-Cola, Campbell’s, American
Express, Unilever, Marriott, Anheuser-Busch, and Hilton, just to name a few.
Our Products and Services
Our flagship product “Grindr,” or the Grindr App, is a mobile
application with location-based connectivity features designed to help our users find one another and have meaningful interactions right here and now, or anywhere globally. The app is free to use, with premium subscription offerings for greater
access to other users and control over the experience.
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Key features of our Grindr App include:
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Identity expression:
users can create, manage, and control
their identity, profile,
and presence on the app.
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Connection: users can
find and be found by those they are
interested in; those
nearby right now, or anywhere globally.
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Interaction: users can
chat and interact with any profile
instantly, in an open,
fun, and engaging way.
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Trust and Safety: users
receive guidance and tools to be safe
across their experience.
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Premium: users can pay
for greater access to more users and
for more control over how
they find one another and interact.
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We launched the Grindr App in 2009 to create a new way for gay men
to find each other and form connections. Our initial differentiator was a cascade engine to help find other users nearby in an exciting and highly responsive app experience leading to high engagement and rapid organic growth. Our initial active
user segment of gay men,
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our real-time and hyper-local use case of casual dating, and our industry-defining
cascade user interface and open messaging connection model, combine to create a fun and highly engaging experience on the app. This engagement engine has fueled our rapid organic growth over time leading to more users, segments, geographies,
and use cases.
Over time, we evolved into the world’s largest LGBTQ social
network and we enable our users to engage on our platform in a variety of ways. We believe we have played an integral role in both establishing, defining, and developing the location-based dating industry and developing wider mainstream
acceptance of LGBTQ individuals on a global basis.
User and Product Journey
Identity expression: Getting started on Grindr is easy. Users
create an account and profile that represents themselves and their identity on the platform. They create an account and verify important information to help maintain a trustworthy and safe environment on the app. Then they are able to create a
rich, visual, personalized profile with a wide range of data and information about themselves, their interests, and motivations. This helps them express who they are, what they seek, and makes it easy for all to meet one another and form
meaningful connections.
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1. Sign up: New users create an account with their email, or through social
media account authentication (e.g., Facebook, Google, Apple)
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2. Age verification: Users verify their age to confirm they are not a minor,
and that they are eligible to use the Grindr service.
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3. Human Verification: Users complete a human verification step to reduce the
spam and bot activity on the app, and sign our Terms and Conditions of Service, as well as our Privacy and Cookie Policy.
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4. Profile Photos: Users create a rich profile expressing their identity, by
first adding a visual representation of themselves through photos and media.
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5. About Me: Users personalize their profile by adding a display name and
custom “about me” narrative, enlivening their profile and helping them form more meaningful connections with others.
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6. Stats: Users can optionally share key data such as age, height, tribe, body
type, gender identity, ethnicity, relationship status, and self-reported sexual health information, to help them connect with others in the queer community.
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7. Tags: Users express their interests, identity, and community affiliation by
adding tags to their profile.
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8. Complete Profile: Users’ completed profile is their chosen representation of
themselves and their identity on the platform, and enables them to find and be found by those they are interested in.
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Connecting: Grindr helps users find meaningful connections easily and enjoyably. Grindr is unique in its “many-to-many” connection model: on “the cascade” (a grid of profiles nearby) users can actively
browse many profiles at once, and be found by multiple others searching for them. They can browse, search, and filter profiles
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nearby or anywhere across the globe, based on identity, key characteristics, and
interests. They are notified when others have viewed or expressed an interest in them (“taps”). These connectivity features create multiple avenues to meaningful interactions quickly, easily, and in a fun
and engaging way.
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1. The Cascade: Users are instantly immersed in the community when they arrive
on The Cascade: Grindr’s industry-defining user interface – a grid of profiles with location information, creating many connections quickly and easily.
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2. Filters: Users can personalize their cascade by filtering for key
characteristics they are interested in.
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3. Search: Users can find others with specific interests and community
affiliations by searching for others with specific tags on their profile
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4. Tags: Users can find community by browsing custom cascades composed of
profiles sharing the same tags
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5. Explore: Users can also explore cascades of other users in locations across
the globe, forming meaningful connections anywhere.
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6. Viewed Me: Users can see those who may be interested in them, having
recently viewed their profile.
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Interacting:
Once users find one another, Grindr helps them form meaningful connections with a fun and engaging messaging experience. Grindr is unique in its open messaging model: users can initiate a message with any profile, regardless of whether
interest has been expressed beforehand, a key aspect of our engagement engine. Within the messaging feature, users can form meaningful connections and deepen them over time by sharing rich media and with a variety of messaging formats.
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3. Share Photos: Users can have rich and meaningful
interactions by sharing additional photos with one another through the messaging feature.
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4. Albums: Users can further meaningful interactions by creating private
albums, which they can share with select individuals with whom they have a special connection.
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5. Share video and audio: Users can also deepen connections by sharing video or
audio with one another through the messaging feature.
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6. Live Video Calls: Users can also interact with live video calls to further
get to know one another, or confirm their mutual interests.
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7. Group messaging: Multiple users can interact and meet
one another through the group messaging feature.
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8. Location sharing: When users have built up a trusting connection, they can
choose to share their location and make plans to meet in real life.
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Safety and support: Creating a trustworthy and safe environment is central to the health of our platform and for our community. Grindr provides users with a variety of tools, features, proactive assistance, help
and guidance across their experience to maintain the highest standards of trust and safety.
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1. Sexual health + testing information: Users can express their sexual health
and testing information on their profile, and view the same information from users who have chosen to share it. They can also choose to receive testing reminders to help maintain their health.
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2. Blocking: Users may block other profiles if they are not having a positive
or meaningful interaction.
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3. Reporting and proactive monitoring: Users may report behavior that may
violate the terms of the platform. Grindr provides reactive and proactive moderation services to support the user and platform safety.
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4. Help Center: Users are provided with easy access to helpful safety
information at any time in the app and at various points throughout the service.
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Premium Services: The free version of our service provides many of the features above on a limited basis for a valuable initial experience. Users can pay a subscription for premium features and services, giving
them greater access to more profiles, and additional control over the experience of finding others and forming meaningful connections.
The Grindr free ad-supported service provides:
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Access to view 100 profiles on the Nearby Cascade
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Use of some basic filters to find others
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Use of all tags to search for users with similar interest
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Tapping others to express interest
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Viewing user profiles in the explore tab
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Messaging openly with anyone from the Nearby Cascade
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Sharing photos and location information through messages to facilitate meaningful connections
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Grindr XTRA provides an initial set of premium features for
a subscription fee:
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600 profiles: access to 5x more (up to 600) profiles on our Nearby Cascade than our free version of the app
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No ads: removal of banner and interstitial ads, providing XTRA users with an ad-free experience
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Advanced filters: e.g. height, weight, body type, relationship status, online status, photos, and prior chat history
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XTRA Explore: increased utility of Explore mode, including the ability to chat with, tap, and favorite users
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Premium messaging features: e.g. frequently used phrases and message read receipts
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Grindr Unlimited provides unlimited access, control and
customization for a premium price. Grindr Unlimited includes all of the features of XTRA plus:
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Unlimited profiles: allowing users to view unlimited profiles on the Nearby, Explore, and Tag cascades
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Viewed Me: allowing users to see who is looking at their profile
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Incognito: allowing users to browse without being seen
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Unsend: allows users to undo sent messages and photos
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Typing status: allowing users to know when someone is in the process of messaging them
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Translate: allowing users to translate messages in different languages
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XTRA
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1. 600 Profiles
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2. No Ads
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3. Advanced Filters
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4. Saved phrases and read receipts
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Unlimited (all XTRA features plus):
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2. Viewed Me
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3. Incognito
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4.Typing status + unsend
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Social Responsibility—Grindr for Equality
We launched G4E in 2012, with a mission to promote safety, health,
and human rights for LGBTQ people around the world through collaborations with advocacy groups in various countries. G4E leverages the Grindr App’s global reach and leadership to conduct research, spread information, and empower our users in
the fight for LGBTQ rights. We also fund innovative projects through G4E aimed at improving the welfare of the LGBTQ community, particularly in regions where protections are either lacking or nonexistent, such as Russia, Egypt, and India. For
example, in India, we worked with the Indian gender and sexuality organization, Varta Trust, and Chennai-based not-for-profit Solidarity and Action Against the HIV Infection in India (SAATHII), to develop an innovative and one-of-a-kind LGBTQ
resource database and online HIV test center location guide for the country. Through G4E, we work with various groups worldwide to make HIV testing more accessible, encourage voting, and fight homophobia, biphobia, and transphobia.
G4E is a key way for us to connect with and serve the LGBTQ
community and to strengthen our brand affinity within this community, especially in parts of the world where LGBTQ people are still highly marginalized. For advocacy groups with limited budgets, our platform is a helpful tool for them to reach
a wider audience and promote their services and resources. We hope to continue to increase our financial commitment to G4E, thereby furthering our continued and active advocacy for, and defense and support of, the LGBTQ community worldwide.
We encourage members of the LGBTQ community to have a voice,
express their opinions and help fight against oppression. Our geolocation technology enables us to send messages targeted towards specific areas and groups of users to keep them updated on the issues most relevant to them.
Our Competitive Advantages
While the broader global landscape of mobile-based social
platforms is highly competitive with many different players, the number of players that are specifically addressing the unique needs of the global LGBTQ community is limited. There are a number of key factors that drive demand for certain
platforms specifically dedicated to the LGBTQ community versus those that target the general population. For instance, LGBTQ users have heightened and special concerns relating to privacy, particularly with respect to identity protection,
making it important that independent online platforms dedicated to serving LGBTQ users provide a safe and secure place for users to express themselves. Additionally, general social platforms are less likely to offer LGBTQ-specific community
opportunities to meet other LGBTQ users, whereas LGBTQ dedicated social networking platforms substantially improve the ability of LGBTQ users to find and join LGBTQ centric social activities. As a result, LGBTQ social networking users tend to
show higher engagement and retention on LGBTQ dedicated platforms.
We believe certain advantages will continue to provide us with
sustainable differentiation and success relative to our competitors:
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The Largest Global LGBTQ Focused Mobile Social Platform. We were
established in 2009 as the one of the first global social platforms exclusively addressing the needs of the LGBTQ community. We built our mobile social platform to address the broadly underserved LGBTQ community’s need for a
comprehensive digital platform to connect, share, and consume content. Driven by our first-mover advantage, we have rapidly built the world’s largest LGBTQ social platform in terms of users in 2021, according to the Frost & Sullivan
Study commissioned by Legacy Grindr. In 2021, we had approximately 10.8 million MAUs and users in over 190 countries and territories, with our Grindr App available in over 21 language versions. We have users in several markets as of
September 30, 2022, including developed markets such as the United States, the U.K., France, Spain, and Canada, and emerging markets such as Brazil, Mexico, India, Chile, and the Philippines.
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Large, Highly Engaged, and Growing User Base. Our large and
highly engaged global user base drives the continuous growth of our daily operations. The Grindr App had approximately 10.8 million MAUs in 2021. During the same period, our users on average sent over 260 million chats and each
individual user spent an average of 61 minutes per day on our Grindr app.
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Preeminent Brand within the LGBTQ Community. Our brand is one of
the most well-known in the LGBTQ community and has become broadly associated with LGBTQ culture. According to the Morning Consult Survey, Grindr is the best-known gay dating app among Gay, Bisexual, Transgender and Queer people, with
85% brand awareness, and is also the best-known gay dating app among the general population. We are frequently mentioned by world-class media, including the BBC, CNN, and other
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influential media platforms, and we have more social media followers than most of
our competitors on nearly every platform, which helps to constantly reinforce the social exposure of our brand. Additionally, our G4E campaigns have further strengthened our brand awareness and our position as a leader within the LGBTQ
community. Our G4E campaigns proactively promote justice, health, safety, and other LGBTQ rights. The various elements of our growing platform combine online and offline aspects of our users’ social presence to engage our users in novel and
meaningful ways, helping to embed us as a core part of the LGBTQ culture.
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Organic and Viral Growth Driven by Network Effects. As a pioneer
in the LGBTQ social networking space, we have benefited from a substantial first mover advantage and reached a scale that continues to propel the viral growth of our business, brand awareness, and user acquisition. Leveraging this
strong brand awareness and significant user network, our historical growth has been driven primarily by network effects, including strong word of mouth referrals and other organic means. The large scale of our user base offers ample
opportunities for potential connections and leads to a better experience for our users. The superior user experience of our products and services attracts more users to our platform and increases our rankings in search engines and app
stores. As a result, we believe we achieve a higher frequency of word-of-mouth referrals from satisfied users, which further drives our scale while maintaining low user acquisition costs. For the three months and the nine months ended
September 30, 2022 and 2021, sales and marketing, excluding personnel-related expenses, comprised 2.3%, 1.6%, 1.1%, 0.9%, respectively, of our revenue over the same time period. In the years ended December 31, 2021, 2020 and 2019, sales
and marketing, excluding personnel-related expenses, comprised 0.9%, 3.2% and 2.8% respectively, of our revenue over the same time period.
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Superior User Experience. We believe the superior user experience
we offer distinguishes us from our competitors. We have devoted substantial resources to continuously improving our products and services and enhancing the user experience. We emphasize technology and product innovations based on robust
data compiled from product usage, competitive studies, customer feedback, and our industry experience. Our geolocation technology, grid display interface, complex filter functions, and other innovative features and functionalities
enable users to discover and connect to each other effortlessly and seamlessly. Our profiles spent an average of 61 minutes per day each on the Grindr App in December 2021, which ranks us number one among apps targeting the LGBTQ
community, according to the Frost & Sullivan Study commissioned by Legacy Grindr.
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Strong Margins and Profitable Business Model. Our business model
generates strong margins and high cash flow given our revenue model and low paid user acquisition spend. Our margins have increased over time as a result of scaling revenue and achievement of cost efficiencies, despite continual
investment in our brand, product, technology, and anti-abuse platform. In the year ended December 31, 2021, our Adjusted EBITDA Margin was 52.8%, and in the year ended December 31, 2020, our Adjusted EBITDA Margin was 48.5%. For the
three months ended September 30, 2022 and 2021, our Adjusted EBITDA Margin was 47.7% and 53.6%, respectively. For the nine months ended September 30, 2022 and 2021, our Adjusted EBITDA Margin was 46.8% and 53.3%, respectively.
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Our Growth Strategies
We believe there is significant opportunity in our core product
driven by the rising growth of the global LGBTQ population, especially younger users that are more technology savvy. We believe we are still in the early stages of our user growth and user monetization journeys and believe that our brand and
global reach uniquely position us to take advantage of the broader market growth trends.
Key elements of our growth strategy include:
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Expand Monetization Capabilities. We believe we can improve our
monetization capabilities by continuing to optimize and develop our subscription offerings, introducing more stand-alone premium functions, and further optimizing our indirect revenue offerings, as described in more detail below:
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Continue to optimize and develop our subscription offerings. We plan to continue to optimize our subscription conversion
through features like introductory offers, discounted trials, and win-back offers. We plan to continue to develop our subscription offerings by adding more premium features to
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our XTRA and Unlimited products and services, such as more advanced filters and
Cascade navigation, improvements to Viewed Me, and more premium messaging features. We also expect to continue to optimize subscription pricing globally.
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•
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Introduce more stand-alone paid features. We intend to introduce more stand-alone paid features in addition to existing
subscription services. For example, we plan to allow some premium features to be purchased on a stand-alone basis, including better profile positions, appearance management, and other functions.
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•
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Further optimize our indirect business. We intend to further optimize our indirect business by leveraging our advertising
partnerships, brand sales team, and self-serve advertising system. We will continue to experiment and evaluate opportunities to increase indirect revenue through brand partnerships, unique advertising units, and merchandise.
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•
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Grow Our User Base. We plan to deepen our penetration in our
current markets, including in our key established markets such as the United States and Europe. We will continue to introduce additional features that boost user engagement, increase retention, and stimulate existing users to make
word-of-mouth referrals. We also plan to enhance our marketing initiatives in these core regions. We also plan to grow our user base by targeting geographic regions outside of our current core markets that have a large number of
untapped potential users and fast-growing economies. In order to attract users in these new markets, we may offer innovative and customized products and services and features adapted to specific market conditions and demands. To
supplement our organic user growth, we plan to selectively invest in paid online channels, digital video channels and, where appropriate, offline channels, to further improve our penetration and market share in certain markets.
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•
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Continue to Innovate and Develop New Features. We plan to
continue to improve our products and services and introduce new features and functions for better user experiences and higher user engagement. These features and functions may be broadly implemented or strategically targeted at select
regions. For example, we recently released tags globally in the first quarter of 2022, a feature designed to allow our users to filter and find people with specific interests highlighted on user profiles. We evaluate new functions and
features in small target audiences and then roll out features with high test ratings to the larger global user base. For example, we recently released private albums first in Australia and New Zealand. After collecting initial feedback
and improving the product, we released it globally in 2022. We will also continue to enhance user experiences and engagement by continuously improving our existing features and functions, including through optimization of stability,
loading speed, and user interface design.
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•
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Diversify Our Products and Services and Platform. We will
continue to diversify our offerings both vertically and horizontally. Our global reach and scale have given us insights into the unique challenges our user base experiences. We believe these insights will enable us to diversify our
product into other areas that touch or concern our users. We are in the early stages of building a web-based product that will allow our privacy-focused users a way to use our product without downloading an app through an app ecosystem.
Additionally, we are collaborating with several partners in related industries to explore complementary functions and products and services to serve the core social interaction needs of our users.
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•
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Invest in Machine Learning and Data Science. We will continue to
invest in data to improve our product, protect our users, fight abuse and spam on our platform, and attract new users. We believe our efforts in machine learning and data science will help our users have more successful connections and
improve the overall experience on our platform.
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•
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Pursue Strategic Investments and Acquisitions. In addition to
organic growth, we also plan to make strategic investments and acquisitions in targeted markets. We are continually seeking opportunities for potential strategic investments in, or acquisitions of, related or complementary businesses to
help build a stronger social ecosystem for the LGBTQ community.
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Technology
Our technology and product development process, designed for the
unique needs of our user base, is what differentiates our platform from other social networks. Our platform development principle is “user privacy and protection first” and all technology and product decisions stem from this key tenet. We have
a global team of engineers, data scientists, and product managers who work closely with our data privacy team to drive the development of our product and platform. We aim to build technology that protects our users and enables them to make
connections safely.
Key components of our technology platform include:
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•
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Location-based Technologies. We have built a large-scale location
search system to connect our online users’ locations in real-time so they can seamlessly engage with their hyper-local community. This scale and accuracy of our system differentiates us from competitors. Our technology manages millions
of users’ real-time locations every second of every day. We have developed a carefully optimized system capable of handling thousands of location update requests as well as thousands of location search requests per second at the same
time. The system powers the main cascade user interface in our Grindr App where a user sees others who are also using the Grindr App at that moment based on distance and filter criteria.
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•
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Data Management, Protection, and Privacy. We process over ten
terabytes of user data generated on our platform on a daily basis; from that we persist over seven terabytes of data per day. In order to do this, we have built our own data warehouse infrastructure on top of world class third-party
platforms. We have also built and deployed tools that allow for easy data summarization, ad hoc querying, and analysis of large datasets. These technologies help us provide each user with a personalized experience.
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•
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Our Information Security and Data Protection Program closely aligns with the National Institute of Standards and
Technologies’ (“NIST”) Cybersecurity Framework. In order to protect our data estate we have devised many procedures and controls to ensure our data is confidential, available, and maintains
integrity. The level of controls utilized to maintain confidentiality, availability, and integrity of our data is based upon a data matrix that takes into account the sensitivity and criticality of the data. Our controls implore the
usage of industry standard one-way hashing, and both symmetric and asymmetric encryption for data at rest and in transit.
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•
|
Access to data stores are made available by the usage of a virtual private network (“VPN”)
device and is further gated by role-based access controls of privileged accounts. If data access is required for business reasons, it is granted to a specific individual for a specific data asset. All permission requests are approved by
a data custodian and all access is monitored and reviewed on a regular basis.
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•
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Large-scale Infrastructure. We have invested considerable
resources and investments on our underlying architecture to serve more than a billion daily application programmable interface (“API”) requests. We have also invested resources in adopting
container technologies, which allow us to scale our backend systems more easily. We run services in multiple availability zones (data centers) for redundancy. As a cloud-first company, everything we build is designed to scale and run in
a stateless environment. Externally, we process over four billion API requests per day. During February 2022, we processed over 12 billion messages per day. We believe these systems will easily continue to scale as we grow.
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•
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Client first technologies. Our APIs are designed to support
real-time product features agnostic of the clients (mobile or web). We believe in the approach of build once and leverage across several clients to deliver superior uniform user experience. It’s common for users to switch between
devices and other mediums and this system ensures our users can pick up where they left off.
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Commitment to our Community
Our diverse, global community is at the heart of everything we do
at Grindr. While we support free speech and expression, it cannot be at the expense of our community’s health or well-being. We balance the right to self-expression with promoting a safe and inclusive environment. We take proactive measures to
help protect our community and promote safety throughout our users’ journey with us.
Our app has a suite of safety features, including safety
notifications and messages (translated and customized to the user’s region), a PIN to help keep our users’ accounts secure, discreet app icons which allow users to disguise
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Grindr’s App, a range of features giving control over the sharing of images or
messages and redacting them, and the ability to mute, block, and report other users. We also provide video and audio chat so users can become comfortable with each other before meeting. We also publish a holistic security guide and safety tips
as guidance.
We believe education promotes healthy behavior, so we provide an
extensive help center with resources and FAQ on health, wellness, community, identity, and safety. We are focused on creating inclusive and forward-thinking moderation policies and frameworks that honor the full expression of our users’ gender
identity and support a positive, safe experience for our whole global community. Our suite of tools and technology utilize a three-pillar approach to content moderation:
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•
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Automated Review. We implement preventative technologies to help
mitigate risks of user misbehavior. We automatically scan profiles upon creation and conduct ongoing scans for fraudulent behavior or violations of our Community Guidelines. Our algorithms and automations remove many malicious profiles
before they can interact with our community. We utilize third party tooling to enhance our automated review capabilities. In addition, we provide users with a robust appeals system which allows our users to have a manual human review of
any automated decision.
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•
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Manual Review. Our experienced human reviewers play an integral
role in our moderation process. As of September 30, 2022,we utilized a team of content review personnel dedicated to moderating content on the Grindr App. We believe empathy with and understanding of our community is key to making good
moderation decisions. In addition to general moderation training, our moderators regularly receive specific training on bias, gender, microaggressions, and discrimination, to help them make as fair and equitable decisions as possible.
In addition to removing and blocking profiles and illicit content, our moderators reinforce our Community Guidelines to our users through our in-app warning system, which reminds our users of our expectations before their behavior
escalates.
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|
•
|
Community Feedback. Our engaged user base also helps us maintain
a safe, positive, and inclusive community. Through in-app tools, we encourage users to report inappropriate content and misbehavior.
|
Branding and Marketing
We have grown primarily through user-driven organic means given
the strength of our brand awareness and our extensive user base. We benefit from the network effects and broad global brand awareness that resulted from first-mover advantage and compound to create a positive cycle of user-generated, organic
growth. Our valuable brand name and word-of-mouth referrals means we’ve been able to keep user acquisition costs low, which has allowed us to focus our marketing efforts to date largely on community centered campaigns that further our brand
reputation while providing opportunities for monetization through brand partnerships. We regularly evaluate opportunities across channels and geographies in which we can invest further to strategically accelerate user and revenue growth. The
combination of our strong brand and extensive and global user base has been our most effective marketing tool to date and has enabled us to grow our users.
We also employ paid online and offline marketing initiatives to
enhance our category leading brand reputation within the LGBTQ community and to accelerate our growth. Key elements of our branding and marketing strategy include:
|
•
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Online Initiatives. We attract new users and generate brand
awareness through data and insight-driven content marketing and social media initiatives, influencer marketing campaigns, and video and brand partnerships. In addition, we leverage the Grindr App’s internal marketing tools and
capabilities to connect external brands with our user base, and to drive awareness for our own new features and initiatives. We also partner with G4E to provide in-kind donations of digital marketing inventory to LGBTQ community groups
around the world. We regularly reassess growth opportunities across all of our organic, owned and operated, and paid channels. To date, relatively little paid online user acquisition has been required for us to grow, given our brand
awareness and word-of-mouth referrals.
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|
•
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Offline Initiatives. We organize and participate in a variety of
offline events to increase brand awareness and underscore commitment to the LGBTQ community. These events can also provide opportunities for monetization through sponsorships. Examples include WorldPride sponsorships in New York and
Copenhagen, the Outfest premier of our first original scripted web series Bridesman, annual activations at
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San Francisco’s Folsom Street Fair, and a partnership with GoFundMe for the Save
Our Spaces campaign that supported historic LGBTQ social venues affected by the pandemic and included hosting more than 30 Grindr-branded parties at local queer bars across the U.S. We intend to continue to explore additional offline marketing
opportunities.
Competition
The global LGBTQ social networking market is fast growing and far
from being fully addressed. It is also highly fragmented and competitive. We compete primarily with other global companies that provide dating and networking products and services that have LGBTQ users, such as Tinder and OKCupid, and regional
companies that provide dating and networking products and services for LGBTQ users, such as Scruff and PlanetRomeo. We also compete with other companies that provide similar social media platforms offering connection, sharing, discovery, and
communication products and services to users online, such as Instagram. In addition, while we compete with other social media platforms, we also face competition from other traditional means of meeting people, such as in-person matchmakers, as
well as other forms of dating and networking that involve people meeting offline without the use of dating or networking products or services altogether. We may also develop and introduce new products and services which could subject us to
additional competition.
Despite its competitive nature, the social networking industry is
not a winner-take-all market, with users typically using several different platforms at the same time. We believe very few of our competitors operate at our scale or level of brand awareness. We believe our ability to compete successfully
depends on various factors, including, but not limited to:
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•
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our ability to maintain and further develop our well-established brand;
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•
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our ability to continue to engage and grow our user base through technological innovation and introduction of new products
and services that meet user requirements;
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•
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our ability to efficiently distribute our products and services to new and existing users;
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•
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our ability to improve and maintain superior user experience of our platform, supported by well-designed products and
services and functions;
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•
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our ability to monetize our products and services;
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•
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our safety and security efforts and our ability to protect user data and to provide users with control over their data;
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•
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our ability to expand and maintain our global footprint;
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•
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our ability to navigate the changing regulatory landscape, particularly the changes in regulations relating to consumer
digital media platforms, privacy and data protection;
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•
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our ability to attract, retain and motivate talented employees, particularly software engineers, designers and product
managers; and
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•
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our ability to cost-effectively manage and grow our operations.
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Employees
We believe our unique culture is one of the keys to our success.
We are especially proud of how inclusive our company culture is, particularly for members of the LGBTQ community. Our company culture emphasizes transparency, collaboration, experimentation, a bias for action, and creating an environment in
which everyone can bring their full and best selves to work. More than half of our current employees identify as members of the LGBTQ community, which contributes to our deep understanding of our users and our user-first mindset and approach.
We demonstrate our commitment to this community by aiming to align
our employee benefits and support to meet the unique needs of our LGBTQ employees and their dependents. For example, we recently announced a gender-affirmation offering. This standard-setting offering provides low-friction assistance to
employees who are transgender, non-binary, or gender non-conforming through social affirmation, legal affirmation, and surgical affirmation assistance. Additionally, we have partnered with providers to help our LGBTQ employees and their
dependents find caregivers who they believe are competent in and compassionate towards the unique health needs of members of the LGBTQ community. By creating offerings that address the unique needs of all of our employees,
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we are demonstrating our commitment to not just our employees but to the LGBTQ
community in general. We believe we are setting a new expectation for what are considered fair and equitable benefits, and we are quickly becoming regarded as best-in-class in this area.
As of September 30, 2022, we had over 183 full-time employees
globally, of which employees, approximately 57% work in engineering and product development. While our headquarters is in West Hollywood, California, our workforce is currently remote-first. This allows us to find the right talent to serve our
users, regardless of location. We have concentrations of employees in Los Angeles, the San Francisco Bay Area, Chicago, and New York City, which allows our employees a mix of in-person and remote work. This approach continues to be an asset in
our recruiting efforts, especially as other tech companies begin to require employees to return to the office or take reductions in pay. Our non-US based employees are located in Taiwan and Canada.
We will continue to strike a balance between being remote-first
while facilitating in-person meetings to encourage collaboration, and we will continue to evaluate our location strategy post-pandemic. We believe that people want to work at a company that has purpose and aligns with their personal values, and
therefore our ability to recruit talent is aided by our mission and brand reputation. We compete for talent within the technology industry.
Intellectual Property
We have developed our proprietary intellectual property over the
past thirteen years. Our patents, trademarks, copyrights, domain names, trade secrets, and other intellectual property rights distinguish our products and services from those of our competitors and contribute to our competitive advantage in the
markets in which we operate. To protect our intellectual property, we rely on a combination of patent, trademark, copyright and trade secret laws, confidentiality agreements, non-compete agreements, and assignment-for-inventions agreements with
our employees, contractors and others and contracts with third parties. We also regularly monitor any infringement or misappropriation of our intellectual property rights.
As of September 30, 2022, our intellectual property rights include
the following:
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(1)
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registration of 64 domain names;
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(2)
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over 50 trademarks and 5 trademark applications;
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(3)
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12 copyright registrations; and
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(4)
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6 patents and 1 patent application.
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As of September 30, 2022, we have secured six patents in the
United States, each of which is set to expire in 2031.
We license technology and other intellectual property from our
partners and rely on our license agreements with those partners to use the intellectual property. Third parties may assert claims related to intellectual property rights against our partners and us.
Facilities and Office Space
Our headquarters is located in West Hollywood, California, where
we lease and occupy approximately 25,000 square feet of office space. We also lease space at several co-working locations across the United States and globally, including in Brooklyn, Chicago, and Taipei, Taiwan. We believe our facilities are
generally adequate for our current anticipated and future use, although we may from time to time lease additional facilities or vacate existing facilities as our operations require.
Government Regulation
We are subject to a number of U.S. federal and state laws and
regulations, as well as foreign ones that involve matters that are important to, or may otherwise impact, our business and that may affect companies conducting business on the internet, including, but not limited to, Internet and eCommerce,
labor and employment, anti-discrimination, payments, whistleblowing and worker confidentiality obligations, product liability, intellectual property, consumer protection and warnings, marketing, taxation, privacy, data security, competition,
arbitration agreements and class action waiver provisions, terms of service, and mobile application and website accessibility. These regulations are often complex and subject to varying interpretations, in many cases due to their lack of
specificity, and as a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by
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regulatory and governing bodies in the United States and abroad, such as federal,
state, and local administrative agencies. Many of these laws and regulations are subject to change or uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations,
declines in user growth or engagement, negative publicity, or other harm to our business. See the section titled “Risk Factors—Risks Related to Regulation and Litigation—Our business is subject to complex and
evolving U.S. and international laws and regulations. Many of these laws and regulations are subject to change or uncertain interpretation, and could result in claims, changes to our business
practices, monetary penalties, increased cost of operations, declines in user growth or engagement, negatively publicity, or other harm to our business.” As a result, we could be subject to actions based on negligence, various torts
and trademark and copyright infringement, among other actions. See the sections titled “Risk Factors—Risks Related to Regulation and Litigation—We are subject to litigation, regulatory and other government
investigations, enforcement actions, and settlements, and adverse outcomes in such proceedings could have a materially adverse effect on our business, financial condition, and results of operation,” “Risk
Factors—Risks Related to Regulation and Litigation —The varying and rapidly evolving regulatory framework on privacy and data protection across jurisdictions could result in claims, changes to our business practices, monetary penalties,
increased cost of operations, or declines in user growth or engagement, or otherwise harm our business,” “Risk Factors—Risks Related to Regulation and Litigation —Activities of our users or content
made available by such users could subject us to liability,” “Risk Factors—Risks Related to Regulation and Litigation —Online applications are subject to various laws and regulations relating to
children’s privacy and protection, which if violated, could subject us to an increased risk of litigation and regulatory actions,” and “Risk Factors—Risks Related to Information Technology Systems and
Intellectual Property—From time to time, we are party to intellectual property-related litigations and proceedings that are expensive and time consuming to defend, and, if resolved adversely, could materially adversely impact our business,
financial condition, and results of operations.”
In the ordinary course of our business, we may process a
significant volume of personal information and other regulated information from our users, employees and other third parties. Accordingly, we are, or may become, subject to numerous privacy and data protection obligations, including federal,
state, local, and foreign laws, regulations, guidance, and industry standards related to privacy and data protection. Such obligations may include, without limitation, the Federal Trade Commission Act, the Children’s Online Privacy Protection
Act of 1998, the California Consumer Privacy Act of 2018 (“CCPA”), the California Privacy Rights Act (“CPRA”) (starting in 2023), the European Union’s General Data
Protection Regulation 2016/679 (“EU GDPR”), the EU GDPR as it forms part of United Kingdom (“UK”) law by virtue of section 3 of the European Union (Withdrawal) Act
2018 (“UK GDPR”), and the ePrivacy Directive. In addition, several states within the United States have enacted or proposed data privacy laws. For example, Virginia passed the Consumer Data Protection
Act, Colorado passed the Colorado Privacy Act, and Utah passed the Utah Consumer Privacy Act, all of which become effective in 2023.
The CCPA, CPRA, EU GDPR and UK GDPR are examples of the
increasingly stringent and evolving regulatory frameworks related to personal data processing that may increase our compliance obligations and exposure for any noncompliance. For example, the CCPA imposes obligations on covered businesses to
provide specific disclosures related to a business’s collection, use, and disclosure of personal data and to respond to certain requests from California residents related to their personal data (for example, requests to know of the business’s
personal data processing activities, to delete the individual’s personal data, and to opt out of certain personal data disclosures). Also, the CCPA provides for civil penalties and a private right of action for certain data breaches. In
addition, the CPRA, effective January 1, 2023, will expand the CCPA. The CPRA will, among other things, give California residents the ability to limit use of certain sensitive personal data, establish restrictions on personal data retention,
expand the types of data breaches that are subject to the CCPA’s private right of action, and establish a new California Privacy Protection Agency to implement and enforce the new law. U.S. federal and state consumer protection laws also
require us to publish statements that accurately and fairly describe how we handle personal data and choices individuals may have about the way we handle their personal data.
Foreign data privacy and security laws (including the GDPR and UK
GDPR) impose significant and complex compliance obligations on entities that are subject to those laws. As one example, the GDPR applies to any company established in the EEA and to companies established outside the EEA that process personal
data in connection with the offering of goods or services to data subjects in the EEA or the monitoring of the behavior of data subjects in the EEA—the latter of which implicates us as we have no EEA/UK operations. These obligations may include
limiting personal data processing to only what is necessary for specified, explicit, and legitimate purposes; increasing transparency obligations to data subjects; limiting the collection and retention of personal data; increasing rights for
data subjects; requiring the implementation and maintenance of technical and organizational safeguards for personal data; and mandating notice of certain personal data breaches to the relevant supervisory authority(ies) and affected
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individuals. Users in the UK and EEA transfer their personal data directly to us
in the United States, and we notify users that United States may not afford the same privacy protections as their country of residence. There are also a number of legislative proposals pending before the U.S. Congress, various state legislative
bodies and foreign governments concerning content regulation and data protection that could affect us. See the section titled “Risk Factors—Risks Related to Regulation and Litigation—The varying and rapidly
evolving regulatory framework on privacy and data protection across jurisdictions could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or
otherwise harm our business.”
We take our data protection obligations seriously as any improper
disclosure, particularly with regard to our customers’ sensitive personal data, could negatively impact our business and/or our reputation. See the sections titled “Risk Factors—Risks Relating to our
Business—Security breaches and improper access to or disclosure of our data or user data, or other hacking and phishing attacks on our systems, could harm our reputation and adversely affect our business” and “—The processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing applications of privacy regulations.”
Legal Proceedings
In the ordinary course of business, we are involved in various
claims, lawsuits, government investigations, settlements and proceedings relating to our operations. Although the results of the claims, lawsuits, government investigations, and proceedings in which we are involved cannot be predicted with
certainty, we do not believe the final outcome of certain matters will have a material adverse effect on our business, financial condition, or results of operations. Currently, it is too early to determine the outcome and probability of certain
legal proceedings and whether they would have a material adverse effect on the Company’s business. Please refer to Note 8 to Legacy Grindr’s unaudited condensed consolidated financial statements for the three and nine months ended September 30,
2022 and Note 12 to Legacy Grindr’s audited consolidated financial statements for the year ended December 31, 2021 included elsewhere in this prospectus for further information.
In the future, we may be subject to additional legal proceedings,
the scope and severity of which is unknown and which could adversely affect our business. In addition, from time to time, others may assert claims against us and we may assert claims and legal proceedings against other parties, including in the
form of letters and other forms of communication.
The results of any current or future legal proceedings cannot be
predicted with certainty and, regardless of the outcome, can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
For more information, see the section titled “Risk Factors—Risks Related to Regulation and Litigation—We are subject to litigation, regulatory and other government investigations, enforcement actions, and settlements, and adverse outcomes in such proceedings
could have a materially adverse effect on our business, financial condition, and results of operation.”
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Directors and Executive Officers
The following table sets forth the names, ages and positions of
our directors and executive officers as of the date of this prospectus:
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Name
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Age
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| |
Position
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Executive Officers and Director
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| |
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| |
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George Arison
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45
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| |
Chief Executive Officer, Director
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Vandana Mehta-Krantz
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55
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| |
Chief Financial Officer
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Austin “AJ” Balance
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35
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| |
Chief Product Officer
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Non-Employee Directors
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| |
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| |
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G. Raymond Zage, III
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52
|
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Director
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James Fu Bin Lu
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40
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Chairperson, Director
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|
J. Michael Gearon, Jr.
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| |
57
|
| |
Director
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Daniel Brooks Baer
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| |
45
|
| |
Director
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|
Meghan Stabler
|
| |
58
|
| |
Director
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|
Gary I. Horowitz
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| |
65
|
| |
Director
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Maggie Lower
|
| |
47
|
| |
Director
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|
Nathan Richardson
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| |
51
|
| |
Director
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Executive Officers
George Arison. Mr. Arison is our Chief Executive Officer and director, and has served as the Chief Executive Officer of Legacy Grindr since October 2022. Mr. Arison has served as Chief Executive Officer of
Shift Technologies, Inc. (“Shift Technologies”) (Nasdaq: SFT), and its predecessor company, Shift Platform, Inc. (“Shift Platform”), from December 2013 to September 2022. Mr. Arison has served as Founder, Chairman and Director of Shift
Technologies since October 2020 and Founder and Director of Shift Platform from December 2013 to October 2020. Prior to co-founding Shift Platform, Inc., he served in various positions at Google from 2010 to 2013, most recently as a product
manager. From 2007 to 2010, he co-founded Taxi Magic (now known as Curb, acquired by Verifone). From 2005 to 2007 he worked for Boston Consulting Group. Mr. Arison has been an investor in numerous startups, including Shipper, Carrot, Eden,
Fathom, AutoLeap, Pulsar AI (acquired by Impel), Zero (acquired by Avant), TravelBank (acquired by U.S. Bank), Fyusion (acquired by Cox Automotive) and Omni (acquired by Coinbase). He is a Co-Founder and member of the board of directors of
Belong Acquisition Corp., a blank check company. Prior to his business career, Mr. Arison was a policy analyst and ran a political campaign in Georgia, the country of his birth, about which he wrote Democracy and Autocracy in Eurasia: Georgia
in Transition. Mr. Arison received a bachelor’s degree from Middlebury College. We believe that Mr. Arison’s extensive experiences in numerous startups and his corporate expertise as the Chief Executive Officer of Shift Technologies, Inc.
qualify him to serve as our Chief Executive Officer and a member of the Board.
Vandana Mehta-Krantz. Ms. Mehta-Krantz is our Chief Financial Officer of Grindr, and has served as the Chief Financial Officer of Legacy Grindr since September 2022. Prior to joining Legacy Grindr, Ms. Mehta-Krantz
was the Chief Financial Officer of Passport Labs, Inc., a transportation software and payments company, from August 2021 to August 2022. Ms. Mehta-Krantz served as the Chief Financial Officer of Masterclass (Yanka Industries, Inc.), an
e-learning streaming platform, from December 2020 to September 2021. From September 2017 to September 2020, Ms. Mehta-Krantz was the Chief Financial Officer of Disney Streaming Services, a media company, during the preparation and successful
launch of the highly anticipated Disney+ video streaming business. In that role, Ms. Mehta-Krantz was responsible for scaling the technology and business functions globally, implementing the systems and processes to handle the new business
line, planning and forecasting subscriber counts and financial results by country, as well as developing and publishing the operating metrics to run the business. Ms. Mehta-Krantz was also the Chief Financial Officer and a board member for
Bamtech Media, a media company, which launched ESPN+, from September 2017 to August 2020. Previously, Ms. Mehta-Krantz held three different divisional chief financial officer roles at Thomson Reuters, a media company, from 2007 to 2016,
including the Chief Financial Officer of Reuters Media, the Chief Financial Officer of Institutional Equities and the Chief Financial Officer of Wealth Management division. Prior to 2007, Ms. Mehta-Krantz held positions at
PricewaterhouseCoopers, Merrill Lynch, Morgan Stanley and Credit Suisse. Ms. Mehta-Krantz has been an independent director of Skillz Inc. since 2020. Ms. Mehta-Krantz qualified for the Chartered Accountancy designation
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in Canada in 1990 and the Chartered Financial Analyst designation in 1997.
Ms. Mehta-Krantz received a bachelor’s degree in mathematics from the University of Waterloo in Canada.
Austin “AJ” Balance. Mr. Balance is our Chief Product Officer. Mr. Balance has served as the Chief Product Officer of Legacy Grindr since December 2021. Prior to joining Legacy Grindr, Mr. Balance was the lead
product manager of the Driving Team at Uber Technologies, Inc., a transportation technology company that offers services through mobile applications and websites, where he worked from September 2016 to December 2019, and the co-Founder and
Chief Executive Officer of Dispatcher, Inc., a logistics technology platform for long-haul truckers and freight shippers, from November 2013 to August 2016. Prior to that, Mr. Balance was a product manager at Gigwalk, a software solutions
company, from 2011 to 2013 and an analyst in corporate strategy and business development at The Walt Disney Company, a multinational entertainment and media conglomerate, from 2009 to 2011. Mr. Balance received an MBA from the Stanford
Graduate School of Business and a bachelor’s degree from Stanford University.
Non-Employee Directors
G. Raymond Zage, III. Mr. Zage is a member of the Board. Mr. Zage was a founder and previously served as a director, CEO, and Chairman of Tiga from July 2020 to November 2022 and as the CEO of Tiga Investments Pte.
Ltd. since November 2017. In April 2021, he also joined the board of directors of EDBI Pte Ltd, which is the fund management company for EDB Investment Pte Ltd, the independent equity investment arm of Singapore’s Economic Development Board.
Prior to August 2018, Mr. Zage was managing director and CEO of Farallon Capital Asia Pte Ltd, which invests capital on behalf of Farallon Capital Management LLC, where he was a partner. Mr. Zage joined Farallon Capital Management LLC in
March 2000 and in 2002 set up and ran Farallon Capital Asia Pte Ltd (also previously known as Noonday Asset Management Asia Pte Ltd). Prior to joining Farallon, Mr. Zage was a Vice President at Goldman Sachs (Singapore) Pte Ltd in the
Investment Banking Division having also worked for Goldman Sachs in New York and Los Angeles. Mr. Zage continues to serve as a part-time senior advisor at Farallon and he is also a member of the board of directors of Toshiba Corporation and
Whitehaven Coal Limited as well as a member of the Board of Commissioners of PT Lippo Karawaci Tbk. Mr. Zage received his bachelor of science degree in Finance and Accounting from the University of Illinois, Urbana-Champaign in 1992.
Mr. Zage’s qualifications to serve on our board include nearly three decades of investment experience in public and private debt, public and private equity and real estate across a wide variety of industries and geographies, and his strategic
vision and experience as a board member of public and private companies in a wide variety of industries. Mr. Zage provides high-value added services to the Board and has sufficient time to focus on our business.
James Fu Bin Lu. Mr. Lu is the Chairperson of the Board. Mr. Lu has served as Legacy Grindr’s Chairperson since June 2020. Mr. Lu has served as a Director, the Chairman and the Chief Executive Officer of Life
Concepts Holdings Limited, an investment company mainly engaged in restaurant operations, since October 2018. Mr. Lu has also served as a Director of Fusion Media Limited, an Internet publishing company, since February 2021, and a Director of
Global Commerce Technology Limited, a software development company, since February 2022.Mr. Lu previously served as the Global Head of Amazon Marketing Services (now Amazon Advertising), the advertising branch of Amazon.com, Inc., a
technology company that focuses on e-commerce, cloud computing and digital streaming company, from 2011 to 2015, and served as the Vice President of content ecosystems at Baidu, Inc., a technology company specializing in Internet-related
services and products and artificial intelligence, from 2015 to 2017. In 2006, Mr. Lu founded Yoolin, a social network, and served as its Chief Executive Officer from 2006 to 2007. Mr. Lu was a founding member and the director of product
management at Chegg, Inc., a textbook rental company, from 2007 to 2011. Mr. Lu received a master’s degrees in Electrical Engineering and Computer Science, and graduated summa cum laude, from the University of Michigan. We believe Mr. Lu’s
business experience, technical knowledge and experience in the social network industry qualify him to serve as our Chairperson and a member of the Board.
J. Michael Gearon, Jr. Mr. Gearon is a member of the Board. Mr. Gearon has been the Founder, Chairman and the Chief Executive Officer of 28th Street Ventures since March 2007. Mr. Gearon previously served as
Chairman of Pan Asia Tower, a wireless communications and broadcast infrastructure company, from 2013 to November 2019. Mr. Gearon served as the Chairman Advisor at PT Serana Menara Nusantara Tbk, the largest tower telecommunication company
in the Republic of Indonesia, from 2007 to 2016, and as the Vice Chairman of American Tower Corp, an owner and operator of cell towers, from 2002 to 2007 and as a Director on the board of directors of the same company from 1998 to 2003.
Mr. Gearon also co-founded the American Tower Corp.’s international business in 1999 and served as a Director of TV Azteca S.A. de C.V., a television network, from 1999 to 2003. Mr. Gearon was named Ernst &Young USA Today Entrepreneur of
the Year in 1997. He has been a part owner of
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the National Basketball Association’s Atlanta Hawks since 2004 and the co-owner of
the National Hockey League’s Atlanta Thrashers from 2003 to 2010. He served as the Governor of Atlanta Hawks from 2005 to 2009, and also acted as the Co-Managing Partner of, and a member of the board of directors of, the Atlanta Hawks from 2004
to 2015. Mr. Gearon received a bachelor’s degree, cum laude, in Inter-Disciplinary Studies from Georgia State University. We believe Mr. Gearon’s extensive experience in the technology industry and his experience as an executive and director
qualify him to serve as a member of the Board.
Daniel Brooks Baer. Mr. Baer is a member of the Board. Mr. Baer is a senior vice president for policy research at the Carnegie Endowment for International Peace. He was Executive Director of the Colorado
Department of Higher Education from May 2018 to February 2019. He previously served as the United States Ambassador to the Organization for Security and Co-operation in Europe from September 2013 to January 2017. Prior to that, he served as
the Deputy Assistant Secretary of State for the Bureau of Democracy, Human Rights, and Labor from 2009 to 2013. Prior to that, he was an Assistant Professor of Strategy, Economics, Ethics and Public Policy at the McDonough School of Business
at Georgetown University from 2008 to 2009. He was also a Faculty Fellow at Harvard University’s Safra Center for Ethics. Prior to that, he was a project leader at Boston Consulting Group, a management consulting firm, from 2004 to 2007.
Mr. Baer received a bachelor of arts degree in Social Studies and African American Studies from Harvard University. He was also a Marshall Scholar at Oxford University, where he earned a master’s degree and doctoral degree in International
Relations. We believe Mr. Baer’s political and educational experiences qualify him to serve as a member of the Board.
Meghan Stabler. Ms. Stabler is a member of the Board. Ms. Stabler has been the Senior Vice President of BigCommerce Pty Ltd. (NASDAQ: BIGC), a leading software-as-a-service (SaaS) ecommerce platform that
empowers merchants of all sizes to build, innovate and grow their business online, since March 2022 and was previously the Vice President of Global Product Marketing, Communications and International Marketing at BigCommerce, Inc. from
December 2018 to March 2022. She was a board member of Lamba Legal, a civil rights organization, from March 2021 to December 2021, and she has been a board member of Kaleido Health Solutions, Inc., a mHealth/Telehealth application development
company, since January 2021. She has also been the Super Delegate Appointed Platform Committee member and Party Leader and Elected Official for the Democratic National Committee since January 2020. Ms. Stabler has also been a member of the
board of directors for the Democratic Majority for Israel, an advocacy group, since January 2019. She has been a member of the board of directors of Planned Parenthood Federation of America, a nonprofit organization that provides reproductive
healthcare, since May 2019. Ms. Stabler was also a member on the board of directors of Athlete Ally, a nonprofit LGBTQ athletic advocacy group, from 2015 to January 2017. Ms. Stabler previously served on the Board of Advisors of Segall Bryant
& Hamill, an investment firm, from 2014 to February 2020. Prior to that, she was a Senior Advisor of Product Lifecycle Management and Product Management, Vice President of Product Management and Marketing and Vice President of Strategic
Solutions and Product Marketing at CA Technologies, a Broadcom company, from 2010 to November 2018. She was also a member on the board of directors for the Human Rights Campaign, an LGBTQ advocacy group and political lobbying organization,
from 2009 to October 2017. She was also an advisory member to President Obama’s National LGBT Policy Committee from 2008 to 2016, and served on the National Business Advisory Council for the Human Rights Campaign from 2008 to April 2020. She
was a member of the board of directors of the AIDS Foundation Houston, Inc., a nonprofit organization, from 2007 to 2011. She was also a Vice President of Product Management and Marketing for BMC Software, Inc., an information technology
services and consulting company, from 2003 to 2010. We believe Ms. Stabler’s business and marketing expertise, her LGBTQ advocacy experiences and her prior service as a director qualify her to serve as a member of the Board.
Gary I. Horowitz. Mr. Horowitz is a member of the Board. Mr. Horowitz has been a partner in the corporate department at Simpson Thacher & Bartlett LLP since 1989, and joined the firm in 1982. He was also
the President of Miracle House, a nonprofit organization, from 2004 to 2007. Mr. Horowitz received his bachelor of science degree in Industrial and Labor Relations from Cornell University. He also received his juris doctor degree from the
Columbia Law School, where he was an editor on the Columbia Law Review. We believe Mr. Horowitz’s extensive legal experience qualify him to serve as a member of the Board.
Maggie Lower. Ms. Lower is a member of the Board. Ms. Lower has been the Chief Marketing Officer of Hootsuite Media Inc., a social media management platform, since July 2021. She has served as a Strategic
Advisor to Clu, a recruitment software company, since March 2022. She has also served as a Senior Board Advisor to Scoperta, a digital wine and consumer business, and Simon Data, Inc., a customer data platform, since February 2021. She has
also served as a Senior Board Advisor to DealEngine, Inc., a startup analytics company, since September 2020. Prior to that, she was the Chief Marketing Officer of Cision US Inc., a provider of media software and services, from July 2020 to
June 2021, and
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the Senior Vice President and Chief Marketing Officer at TrueBlue Inc., a staffing
and workforce management company, from January 2018 to July 2020. Prior to that, she served as an Executive Vice President of Marketing at Alight Solutions, LLC, a cloud-based provider of integrated digital human capital and business solutions,
which was previously part of Aon PLC and spun off to Blackstone Group LP, from May 2017 to November 2017. Ms. Lower was also a Senior Vice President and Head of Global Marketing at Aon PLC, a professional services firm, from July 2012 to May
2017. She previously served as the Director and Senior Vice President and Client and Business Management Executive at Bank of America, an investment bank and financial services company, from June 2011 to July 2012. She was a Director and Senior
Vice President and Head of Investment Infrastructure, Analytics and Client Reporting at Bank of America Merrill Lynch Retirement & Philanthropic Services from 2007 to 2011. Ms. Lower received her bachelor of arts degree in History and
graduated cum laude from Hamilton College. She also holds an M.B.A. from Northwestern University, Kellogg School of Management. We believe Ms. Lower’s extensive experience in the financial industry and her experience as an executive qualify her
to serve as a member of the Board.
Nathan Richardson. Mr. Richardson is a member of the Board. Mr. Richardson was an Executive Vice President at Red Ventures from August 2019 until October 2021. Mr. Richardson is the co-Founder of Trading Ticket,
Inc., a financial technology company, and served as its Chief Executive Officer from April 2014 to August 2019. He is also the co-Founder of Waywire, a video sharing website, and served as its Chief Executive Officer from April 2012 to August
2013. Prior to that he was a Senior Vice President and General Manager at Dow Jones Online at Dow Jones & Company, Inc., a publishing firm, from 2005 to 2006. Prior to that he was the President of Gilt City, Inc., a subsidiary of Gilt
Groupe Inc., which is an online shopping and lifestyle website, from 2009 to 2012. Mr. Richardson worked at Yahoo Inc. from 2000 to 2005, most recently as a General Manager in its finance division. Prior to that, he served as a Global
Emerging Markets Management Associate at Citigroup Inc., an investment bank and financial services company, from1998 to 1999. Mr. Richardson also previously served as a director of Caribe Media, Inc. from 2011to 2019. Mr. Richardson served as
a director of Pyxus (NYSE: Pyx) from February 2019 to August 2020. Mr. Richardson received his bachelor of science degree in Business from Babson College. Mr. Richardson holds an M.B.A. from Georgetown University. We believe Mr. Richardson’s
extensive experience in the finance and commerce industries and his experience as an executive qualify him to serve as a member of the Board.
Family Relationship
There are no family relationships among our directors and executive
officers.
Corporate Governance
Composition of the Board
When considering whether directors and director nominees have the
experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of its business and structure, the Board has focused primarily on each person’s background
and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business.
In accordance with the terms of our bylaws (the “Bylaws”), which became effective upon the Closing, the Board may establish the authorized number of directors from time to time by resolution. The Board consists of nine (9) members. Each director shall be
nominated for a one (1) year term to be elected at the subsequent annual meeting of the shareholders following the effectiveness of our certificate of incorporation (the “Certificate of Incorporation”).
At each succeeding annual meeting of our shareholders, beginning with the first annual meeting of our shareholders following the effectiveness of the Certificate of Incorporation, each of the successors elected to replace the directors whose
term expires at that annual meeting shall be elected for a one-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal.
Director Independence
As a result of our common stock being listed on NYSE, we are
required to comply with the applicable rules of such exchange in determining whether a director is independent. Prior to the completion of the Business Combination, the Board reviewed the independence of the individuals named above. Prior to
the Closing, the Board determined that each of James Fu Bin Lu, J. Michael Gearon Jr., Daniel Brooks Baer, Meghan Stabler, Gary I. Horowitz, Maggie Lower and Nathan Richardson qualified as “independent” directors as defined under the applicable
NYSE rules. The listing standards of NYSE define an “independent director” as an individual who the board of directors affirmatively determines has no
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material relationship with the company, either directly or as an officer, partner
or shareholder of a company that has a relationship with the company. Further, the NYSE Listed Company Manual warns that boards making independence determinations should “broadly consider all relevant facts and circumstances.” Additionally,
audit committee members must meet certain criterion as defined for audit committee members under NYSE listing standards and the rules and regulations of the SEC.
Committees of the Board of Directors
The Board will direct the management of its business and affairs,
as provided by Delaware law, and will conduct its business through meetings of the board of directors and standing committees. We have a standing audit committee, compensation committee and nominating and corporate governance committee, each of
which operate under a written charter.
In addition, from time to time, special committees may be
established under the direction of the board of directors when the board deems it necessary or advisable to address specific issues. Following the Business Combination, current copies of our committee charters were posted on its website,
investors.grindr.com, as required by applicable SEC and NYSE rules. The information on or available through any of such website is not deemed incorporated in this prospectus and does not form part of this prospectus.
Audit Committee
Our audit committee of the Board was appointed promptly following
the Closing, and each member appointed qualifies as an independent director according to the rules and regulations of the SEC and NYSE with respect to audit committee membership. Each member of the audit committee is financially literate and
the committee also includes a “audit committee financial expert” as defined in the applicable SEC rules.
Both our independent registered public accounting firm and
management periodically will meet privately with our audit committee.
Our audit committee’s responsibilities include, among other things:
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appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting
firm;
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discussing with our independent registered public accounting firm their independence from management;
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reviewing with our independent registered public accounting firm the scope and results of their audit;
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pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting
firm;
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overseeing the financial reporting process and discussing with management and our independent registered public accounting
firm the interim and annual financial statements that we file with the SEC;
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reviewing and overseeing compliance with certain of our policies applicable to directors and employees, including, among
other things, the Related-Person Transactions Policy;
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reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance
with legal and regulatory requirements; and
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establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting or auditing
matters.
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Compensation Committee
Our compensation committee of the Board was appointed promptly
following the Closing, and each member appointed qualifies as an independent director according to the rules and regulations of the SEC and NYSE with respect to compensation committee membership. The compensation committee’s responsibilities
include, among other things:
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reviewing, overseeing, modifying and approving our overall compensation strategy and policies;
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reviewing and approving the compensation of the Chief Executive Officer;
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making recommendations to the Board regarding the compensation of our senior management and directors;
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reviewing and approving certain of our policies applicable to directors;
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reviewing and approving or making recommendations to the Board regarding our incentive compensation and equity-based plans
and arrangements; and
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reviewing and establishing appropriate insurance coverage for our directors and officers.
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Nominating and Governance Committee
The primary purposes of the nominating and governance committee of
the Board is to assist the Board in:
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identifying individuals qualified to become new Board members, consistent with criteria approved by the Board;
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identifying members of the Board qualified to fill vacancies on any Board committee and recommending that the Board appoint
the identified member or members to the applicable committee;
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reviewing and recommending to the Board the compensation program for the Board’s non-executive directors;
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reviewing and recommending to the Board corporate governance principles applicable to us;
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overseeing the evaluation and performance of the Board and management;
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reviewing and overseeing compliance with certain of our policies applicable to directors, including, among other things, the
Code of Business Conduct and Ethics;
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overseeing legal, regulatory and public policy matters material to us, particularly with respect to matters that could have a
significant reputational impact on us; and
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handling such other matters that are specifically delegated to the committee by the Board from time to time.
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The nominating and governance committee of the Board was appointed
promptly following the Closing, and each member appointed qualifies as an independent director according to the rules and regulations of the SEC and NYSE with respect to nominating and governance committee membership.
Code of Ethics
We have a code of ethics that applies to all of its executive
officers, directors and employees, including its principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions. The Code of Business Conduct and Ethics is available on our
website, investors.grindr.com. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Business Conduct and Ethics on our website. In addition, we have posted on our website all
disclosures that are required by law or the listing standards of NYSE concerning any amendments to, or waivers from, any provision of the code. The reference to the Grindr website address does not constitute incorporation by reference of the
information contained at or available through Grindr’s website, and you should not consider it to be part of this prospectus.
Compensation Committee Interlocks and Insider
Participation
None of our executive officers currently serve, or have served
during the last year, as a member of the Board or compensation committee of any entity, other than Grindr, that has one or more executive officers serving as a member of the Board.
Non-Employee Director Compensation
Our Nominating and Governance Committee of the Board of Directors
has the primary responsibility for approving and evaluating non-employee director compensation arrangements, which have been designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to
encourage ownership of our Common Stock to further align the interests of our non-employee directors with those of our shareholders. See the section below titled “—Post-Closing Director Compensation” for
more information on our current director compensation program.
The Board expects to review director compensation periodically to
ensure that director compensation remains competitive such that we are able to recruit and retain qualified directors.
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Limitation on Liability and Indemnification of
Directors and Officers
The Certificate of Incorporation, which became effective upon
Closing, limits a director’s or an officer’s liability to the fullest extent permitted under the DGCL. The DGCL provides that, if provided in the certificate of incorporation as we have done, directors and officers of a corporation will not be
personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:
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for any transaction from which the director derives an improper personal benefit;
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for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
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for any unlawful payment of dividends or redemption of shares; or
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for any breach of a director’s or an officer’s duty of loyalty to the corporation or its shareholders.
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If the DGCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability of the directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Delaware law and the Bylaws provide that we will, in certain
situations, indemnify its directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct
payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.
In addition, we will enter into separate indemnification
agreements with its directors and officers, the form of which is attached hereto as Exhibit 10.2 to this prospectus. These agreements, among other things, require us to indemnify our directors and officers for certain expenses, including
attorneys’ fees, judgments, fines, and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of its directors or officers or any other company or enterprise to which the person
provides services at its request.
We plan to continue to maintain a directors’ and officers’
insurance policy pursuant to which its directors and officers are insured against liability for actions taken in their capacities as directors and officers.
We believe these provisions in the Certificate of Incorporation,
Bylaws, and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.
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EXECUTIVE COMPENSATION
Tiga
Employment Agreements
Prior to the closing of the Business Combination, Tiga did not
enter into any employment agreements with its executive officers and did not make any agreements to provide benefits upon termination of employment.
Executive Officers and Director Compensation
No Tiga executive officers or directors received any cash
compensation for services rendered to Tiga. Executive officers and directors, or any of their respective affiliates, were reimbursed for any out-of-pocket expenses incurred in connection with activities on Tiga’s behalf such as identifying
potential target businesses and performing due diligence on suitable business combinations.
Grindr
As used in this section, “Grindr” refers to
Legacy Grindr prior to the closing of the Business Combination and Grindr after the closing of the Business Combination. Upon the closing of the Business Combination, the executive officers of Legacy Grindr became executive officers of Grindr.
Throughout this section, unless otherwise
noted, “we,” “us,” “our,” “the Company” and similar terms refer to Grindr and its subsidiaries prior to the Closing, and to Grindr and its subsidiaries after the Business Combination. This discussion may contain forward-looking statements that
are based on our current plans, considerations, expectations, and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of the Business Combination may differ materially from
the currently planned programs summarized in this discussion.
Grindr’s named executive officers for the year ended December 31,
2021, consisting of its principal executive officer and its only other two executive officers who were serving in such capacity as of December 31, 2021, were:
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Jeffrey C. Bonforte, Former Chief Executive Officer;
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Gary C. Hsueh, Former Chief Financial Officer; and
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Austin “AJ” Balance, Chief Product Officer.
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Messrs. Bonforte and Hsueh stepped down from their roles as Chief
Executive Officer and Chief Financial Officer effective October 19, 2022, and September 26, 2022, respectively, before transitioning to advisory roles with Grindr and they were succeeded on such dates by George Arison and Vandana Mehta-Krantz,
respectively. For a summary of the material terms of the employment agreements entered into with Mr. Arison and Ms. Mehta-Krantz, please refer to the sections titled “—Executive Compensation Arrangements—George Arison” and “—Executive
Compensation Arrangements—Vandana Mehta-Krantz” respectively.
2021 Summary Compensation Table
The table below shows compensation of Grindr’s named executive
officers for the year ended December 31, 2021.
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Name and Principal Position
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Year
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Salary
($)(1)
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Bonus
($)(2)
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Option
Awards
($)(3)
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Total
($)
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Jeffrey C. Bonforte
Former Chief Executive Officer
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2021
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375,000
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375,000
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Gary C. Hsueh
Former Chief Financial Officer
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2021
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370,833
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370,833
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Austin “AJ” Balance
Chief Product Officer
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2021
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28,409
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25,000
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1,767,000
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1,820,409
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(1)
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Represent amounts earned during the year ended December 31, 2021, whether or not paid in 2021.
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Represents the sign-on bonus Mr. Balance earned in 2021 pursuant to the terms of his offer letter from us, as described under
the section titled “—Executive Compensation Arrangements—Austin “AJ” Balance.”
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(3)
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The amount reported in this column does not reflect the amount actually received by Mr. Balance. Instead, the amount reflects
the aggregate grant date fair value of the option award granted to Mr. Balance during 2021, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718. As required by SEC rules, the amount
shown excludes the impact of estimated forfeitures related to service-based vesting conditions. Please see Note 15 to Legacy Grindr’s audited financial statements for the year ended December 31, 2021 included elsewhere in this
prospectus for further information.
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Narrative to Summary Compensation Table
Base Salaries
In 2021, the named executive officers received annual base
salaries to compensate them for services rendered to Grindr. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and
responsibilities.
Cash Bonus
For 2021, Grindr did not have a formal arrangement with its named
executive officers providing for annual cash bonus awards.
Equity Compensation
Our equity-based incentive awards are designed to align Grindr’s
interests and those of its equityholders with those of its employees and consultants, including its named executive officers. The Board or an authorized committee thereof is responsible for approving equity grants.
We currently maintain the 2022 Equity Incentive Plan, or the 2022
Plan, which our Board and stockholders approved in connection with the Business Combination for purposes of granting equity-based incentive awards to our employees and consultants, including our named executive officers. See “—2022 Equity Incentive Plan” below for further information. Prior to the Business Combination, Grindr granted equity incentive awards under the Grindr Group LLC Amended and Restated 2020 Equity Incentive
Plan, or the 2020 Plan, which was terminated in connection with the Business Combination. See “—2020 Equity Incentive Plan” below for further information. Historically, we have used options as an
incentive for long-term compensation to our executive officers because options allow our executive officers to realize value from this form of equity compensation only if the value of the underlying equity securities increase relative to the
option’s exercise price, which exercise price is set at the fair market value of the underlying equity securities on the grant date.
Prior to the Closing, Grindr executives were generally awarded an
initial equity compensation grant in the form of an option to purchase Grindr Series X Ordinary Units in connection with the commencement of their employment with us. Additional grants may haved occurred periodically in order to specifically
incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance. All such Grindr options were granted with an exercise price per unit that was no less than the fair market value of a
Grindr Series X Ordinary Unit on the grant date. Grindr options generally vest over a four-year period, with 25% of the number of equity securities subject thereto vesting on the first anniversary of the vesting commencement date and 6.25% of
the number of equity securities subject thereto vesting in equal quarterly installments thereafter, provided that the grantee remains in continuous service to us through each vesting date.
Neither of Messrs. Bonforte nor Hsueh received any Grindr equity
awards during 2021. All Grindr options to purchase Grindr Series X Ordinary Units that were granted prior to the Closing that were outstanding as of immediately prior to the Closing were converted into Grindr options to purchase shares of our
Common Stock with certain adjustments to the exercise price and number of shares determined in accordance with the applicable exchange ratio specified in the Merger Agreement.
Other Elements of Compensation
Retirement Plans
In 2021, the named executive officers participated in a 401(k)
retirement savings plan maintained by Grindr. The Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. In 2021, contributions made by
participants, including the named executive officers, in the 401(k) plan were matched by the Company up to a specified percentage of the employee contribution. These matching contributions are generally unvested as of the date on which the
contribution is made, and vest 20% over a five-year period, subject to continued service. Our named executive officers continue to be eligible to participate in the 401(k) plan on the same terms as other full-time employees.
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Employee Benefits
Grindr provides benefits to its named executive officers on the
same basis as provided to all of its employees, including health, dental and vision insurance; life insurance; accidental death insurance, and dismemberment insurance; and disability insurance. Grindr does not maintain any executive-specific
benefit or executive perquisite programs.
Outstanding Equity Awards at Fiscal Year-End
The figures in the table below show outstanding equity awards as of
December 31, 2021.
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Name
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Date
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Vesting
Commencement
Date
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Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
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Option
Exercise Price
($)
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Option
Expiration
Date
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Number of
Shares or
Units of
Stock That
Have Not
Vested
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Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
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Jeffrey C. Bonforte(1)
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6/10/2020
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12/31/2021
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—
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—
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—
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861,327
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$3,875,972
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Gary C. Hsueh(1)
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6/10/2020
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12/31/2021
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—
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—
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—
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861,327
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$3,875,972
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Austin “AJ” Balance(2)
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12/07/2021
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12/03/2022
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300,000
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5.89
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12/07/2028
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—
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—
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(1)
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Represented Series P profit units (“Series P Units”) granted by SVEJV to Catapult
Goliath LLC (“Catapult Goliath”) on June 10, 2020, and indirectly owned by Messrs. Bonforte and Hsueh through their respective ownership interests in Catapult Goliath, in exchange for providing
service to the Company under a consulting agreement between SVEJV and Catapult Goliath through December 31, 2023. The vesting requirements for the Series P Units consist of requisite service under the consulting agreement through
December 31, 2023 and four performance-based vesting targets as follows: (1) 20% will vest if SVEJV determines that Catapult Goliath has addressed certain critical issues as described in the grant agreement by December 31, 2020 (which
SVEJV determined had been addressed by Catapult Goliath prior to such date), and (2) 20%, 30%, and 30% will vest if EBITDA for Grindr reached a certain level for the each of the years ending December 31, 2021, December 31, 2022 and
December 31, 2023, respectively. On May 9, 2022, SVEJV and Catapult Goliath entered into an agreement to amend the vesting requirement for the Series P Units. Under the amendment, the Series P Units performance-based vesting target was
amended to time-based vesting from the date of the amendment through December 31, 2022. In connection with the Business Combination, the Series P Units were converted into Legacy Grindr Series X Ordinary Units and Catapult Goliath was
liquidated and its holdings were distributed to its ultimate beneficiaries, including Messrs. Bonforte and Hsueh. Pursuant to the Merger Agreement, such Legacy Grindr Series X Ordinary Units were converted at the Closing into our Common
Stock using the applicable exchange ratio specified in the Merger Agreement.
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(2)
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The option award was granted with a per share exercise price equal to the fair market value of one share of Legacy Grindr’s
Series X Ordinary Units on the date of grant, as determined in good faith by Legacy Grindr’s board of managers, and vests as to 25% of the Legacy Grindr Series X Ordinary Units subject thereto on the first anniversary of the grant date,
and 6.25% of the Legacy Grindr Series X Ordinary Units subject thereto will vest each quarter thereafter, subject to Mr. Balance’s continued service to us through each vesting date. The exercise price and number of Legacy Grindr’s
Series X Ordinary Units subject to Mr. Balance’s option, reflect the actual exercise price and number of units, respectively, as of December 31, 2021. At the Closing the option award was converted into an option covering our Common
Stock with adjustments to the number of shares and exercise price based on the applicable exchange ratio specified in the Merger Agreement to reflect the Business Combination.
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Executive Compensation Arrangements
Austin “AJ” Balance
In November 2021, Grindr entered into an offer letter with
Mr. Balance, or the Balance Offer Letter, which governs the current terms of his employment as our Chief Product Officer. Mr. Balance’s employment is at will and may be terminated at any time, with or without cause. The Balance Offer Letter
provides for an annual base salary of $375,000 per year and eligibility to participate in Grindr’s benefit programs. The Balance Offer Letter also provides for a $25,000 sign-on bonus, which was paid in 2022.
The Balance Offer Letter provides for an initial equity grant of
an option to purchase 300,000 shares of Legacy Grindr Series X Ordinary Units, or the Initial Balance Option. The Initial Balance Option was granted on December 3, 2021 and was converted into an option to purchase our Common Stock in connection
with the Business Combination with adjustments to the number of shares and exercise price based on the applicable exchange ratio specified in the Merger Agreement. The Initial Balance Option vested as to 25% of the underlying equity securities
subject thereto on the first anniversary of the December 3, 2021 grant date, and 6.25% of the underlying equity securities will vest each quarter thereafter on the same day of the month, subject to Mr. Balance’s continued service to us through
each vesting date.
The Balance Offer Letter also specifies that, subject to the
approval by the board of managers of Legacy Grindr, Mr. Balance will be eligible to receive two additional option awards to purchase 50,000 Legacy Grindr Series X
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Ordinary Units, with the first to be granted no later than 36 months after
Mr. Balance’s start date and the second to be granted no later than 48 months after Mr. Balance’s start date.
None of the other named executive officers are party to individual
compensation arrangements, employment agreements or offer letters.
We have entered into employment agreements with each of George
Arison and Vandana Mehta-Krantz for the roles of Chief Executive Officer and Chief Financial Officer, respectively. The material terms of these agreements are summarized below.
George Arison
Effective as of September 12, 2022, we entered into an employment
agreement with George Arison, or the Arison Employment Agreement. Under the terms of the Arison Employment Agreement, Mr. Arison holds the position of Chief Executive Officer and Executive Director of the Company beginning on October 19, 2022,
or the Arison Start Date, and receives an initial annual base salary of $1 million per year, subject to annual review and increase, but not decrease (unless pursuant to a salary reduction program applicable generally to the Company’s other
C-level employees of no greater than 10% reduction), by the board of directors of the Company in its sole discretion. In addition to his annual base salary, Mr. Arison is eligible to receive an annual bonus with a target amount equal to one
hundred percent (100%) of his annual base salary, based on the achievement of performance objectives and goals established by the Company in consultation with Mr. Arison.
Pursuant to the terms of the Arison Employment Agreement and
subject to the approval of the Company’s board of directors, Mr. Arison is eligible to receive certain incentive and equity-based awards, which such awards will be subject to the terms of the 2022 Plan. Such awards are comprised of
(i) restricted stock units representing the right to receive a number of shares of Common Stock determined by dividing $37.5 million by the Reference Price (as defined in the Arison Employment Agreement), subject to a five-year vesting
schedule, with one-fifth of the total number of restricted stock units vesting on the first anniversary of the Arison Start Date, and the remainder vesting in eight equal six-month installments thereafter, or the Arison Time-Based Award;
(ii) in the event our average market capitalization over any 90-day period exceeds $5 billion, or the First CEO Hurdle, a fully vested restricted stock unit award representing the right to receive a number of shares of Common Stock determined
by dividing $20 million by the average volume-weighted trading average price of Common Stock for the 90-trading day period preceding achievement of the First CEO Hurdle; (iii) in the event our average market capitalization over any 90-day
period exceeds $10 billion or the Second CEO Hurdle, a fully vested restricted stock unit award representing the right to receive a number of shares of Common Stock determined by dividing $30 million by the average volume-weighted trading
average price of Common Stock for the 90-trading day period preceding achievement of the Second CEO Hurdle; and (iv) a combination of fully-vested restricted stock units and cash, ranging in value from $1.5 million to $3 million, based upon the
achievement of annual key performance indicators as established by the Company and Mr. Arison at the start of each calendar year. The Arison Time-Based Awards shall accelerate and vest in full on a termination of Mr. Arison’s employment by the
Company without “Cause” (as defined below) or if Mr. Arison terminates his employment for “Good Reason” (as defined below), in either case, at any time within 12 months following a change in control. The Arison Time-Based Award was granted to
Mr. Arison on November 18, 2022, contingent upon the effective registration of the shares reserved under the 2022 Plan on a Form S-8 filed with the SEC.
If Mr. Arison’s previous employer does not pay him his 2022 annual
cash bonus, or the Previous Employer Bonus, the Arison Employment Agreement provides that he will be eligible to receive a make-whole bonus from the Company equal to the shortfall, if any, between the Previous Employer Bonus and the target
annual bonus (pro-rated based on the number of days Mr. Arison was employed with his previous employer during the calendar year 2022), which such pro-rated target annual bonus shall not exceed $1.2 million.
Either the Company or Mr. Arison may terminate Mr. Arison’s
employment at any time, with or without cause or advance notice. If Mr. Arison’s employment is terminated by us without Cause, or Mr. Arison terminates his employment for Good Reason, he will be entitled to receive (i) all of his accrued and
unpaid wages earned through his last day of employment, any unreimbursed business expenses, the value of any accrued and unused vacation days, and any other amounts required by local law or the express terms of any employee benefit plan to be
paid to him; (ii) a lump sum cash payment equal to the sum of (A) his annual base salary in effect as of his last day of employment, (B) his annual target bonus in effect as of the effective date of the Arison Employment Agreement and (iii) a
payment in the form of cash or fully vested shares of Common Stock equal to: (A) 100% of the “Annual Shift Value” (as defined below) if Mr. Arison’s employment is terminated prior to the first anniversary of the Arison Start Date, and
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(B) 75% of the Annual Shift Value if Mr. Arison’s employment is terminated prior
to the second anniversary of the Arison Start Date. Mr. Arison’s severance benefits (items (i) and (ii) in the immediately preceding sentence) are conditioned on his execution and nonrevocation of a separation agreement and general release of
claims in favor of the Company.
For the purposes of the Arison Employment Agreement, the following
definitions apply:
“Annual Shift Value” generally means 800,000 multiplied by (x) the
lesser of (a) the acquisition price per share of Mr. Arison’s Shift Technologies, Inc., or Shift Class A common stock in the event that a “Change of Control,” within the meaning of Shift’s 2020 Omnibus Equity Compensation Plan, or a
Transaction, is publicly announced prior to on or prior to the last day of Mr. Arison’s employment with us, inclusive of any contingent or illiquid consideration to be received in respect of such shares, and (b) $5.00, as applicable; or (y) if
a Transaction has not been publicly announced on or prior to the last day of Mr. Arison’s employment with us, the lesser of (a) the average volume-weighted average price of his Shift Class A common stock for the 30 trading days preceding the
last day of his employment with us, and (b) $5.00, as applicable.
“Cause” generally means any one or more of the following: (a) the
plea of guilty or nolo contendere to, or conviction for, a felony offense by Mr. Arison, except (i) after indictment, the Company may suspend Mr. Arison from the rendition of services, but without limiting or modifying in any other way the
Company’s obligations under the Arison Employment Agreement, and (ii) Mr. Arison’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate his employment for
Cause; (b) a material breach by Mr. Arison of a fiduciary duty owed to the Company; (c) a material breach by Mr. Arison of certain covenants made by him in the Arison Employment Agreement or of his confidentiality agreement; (d) Mr. Arison’s
continued willful failure to perform or gross neglect of the material duties required by the Arison Employment Agreement (other than any such failure resulting from incapacity due to physical or mental illness); or (e) a knowing and material
violation by Mr. Arison of any material Company policy pertaining to ethics, wrongdoing or conflicts of interest, which policy had been provided to Mr. Arison in writing or otherwise made generally available prior to such violation, except in
the case of conduct described in clauses (b), (c), (d) or (e) above, “Cause” shall only apply to conduct occurring after the date of the Arison Employment Agreement and, if such conduct is capable of being cured, Mr. Arison shall have a period
of no less than twenty (20) days after he is provided with written notice (specifying in reasonable detail the acts or omissions believed to constitute Cause and the steps necessary to remedy such condition, if curable) in which to cure, which
such notice specifically identifies the breach or the violation that the Company believes constitutes Cause.
“Good Reason” generally means any of the following actions are
taken by the Company without Mr. Arison’s prior written consent: (a) a material reduction in Mr. Arison’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s other C-level employees of no greater
than 10% reduction); (b) a material diminution in Mr. Arison’s job duties, responsibilities, authorities or title, including, but not limited to, him not being the Chief Executive Officer of the Company (or ultimate parent company of the entity
succeeding to the Company’s business following a change in control), the appointment of a co-Chief Executive Officer of the Company, Mr. Arison becoming the chief executive officer of a division or subsidiary instead of the Chief Executive
Officer of the Company, or Mr. Arison no longer reporting directly to the board of directors of the Company; (c) the requirement that Mr. Arison regularly work from a primary physical work location other than his home office; (d) the failure of
the Company’s board of directors to nominate Mr. Arison for election or reelection as a director of the Company; (e) a material breach by the Company of the Arison Employment Agreement; or (f) the Company’s failure to grant Mr. Arison any of
the incentive awards contemplated by the Arison Employment Agreement. In order to resign for Good Reason, Mr. Arison must provide written notice to the disinterested members of the Company’s board of directors within 60 days after the first
occurrence of the event giving rise to Good Reason setting forth the basis for his resignation, allow the Company at least 60 days from receipt of such written notice to cure such event, if curable, and if such event is not reasonably cured
within such period, he must resign not later than 60 days after the expiration of the cure period.
The Arison Employment Agreement provides that if any payment or
distribution thereunder would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then any such payments will be reduced if such reduction will provide Mr. Arison with a greater net after-tax benefit than
would no reduction.
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Vandana Mehta-Krantz
Effective as of August 26, 2022, we entered into an employment
agreement with Vandana Mehta-Krantz, or the Krantz Employment Agreement. Under the terms of the Krantz Employment Agreement, Ms. Mehta-Krantz holds the position of Chief Financial Officer of the Company as of September 26, 2022, or the Krantz
Start Date, and received an initial annual base salary of $505,000 per year, subject to annual review and increase, but not decrease (unless pursuant to a salary reduction program applicable generally to the Company’s other C-level employees of
no greater than 10% reduction). Ms. Mehta-Krantz is also eligible to receive an annual bonus with a target amount equal to sixty percent (60%) of Ms. Mehta-Krantz annual base salary, based upon the level of achievement of performance objectives
and goals established annually by the Company’s board of directors or the compensation committee thereof. In addition, the Krantz Employment Agreement entitles Ms. Mehta-Krantz to receive a one-time signing bonus of $225,000, fifty percent
(50%) of which is payable within 30 days of the Krantz Start Date and the remaining fifty percent (50%) of which is payable on the first regularly scheduled payroll occurring six months after Krantz Start Date.
Pursuant to the terms of the Krantz Employment Agreement and
subject to the approval of the Company’s board, Ms. Mehta-Krantz is eligible to receive certain equity-based awards, which such awards will be subject to the terms of the 2022 Plan. Such awards are comprised of (i) restricted stock units
representing the right to receive a number of shares of Common Stock determined by dividing $4.86 million by the Reference Price (as defined in the Krantz Employment Agreement), vesting over five years in equal installments on each anniversary
of Krantz Start Date, subject to her continued employment in good standing through each such vesting date, or the Krantz Time-Based Award; (ii) in the event our average market capitalization over any 90-day period exceeds $5 billion, or the
First CFO Hurdle, a fully vested restricted stock unit award representing the right to receive a number of shares of Common Stock determined by dividing $1.62 million by the average volume-weighted trading average price of Common Stock for the
90-trading day period preceding achievement of the First CFO Hurdle; (iii) in the event our average market capitalization over any 90-day period exceeds $7.5 billion, or the Second CFO Hurdle, a fully vested restricted stock unit award
representing the right to receive a number of shares of Common Stock determined by dividing $810,000 by the average volume-weighted trading average of Common Stock for the 90-trading day period preceding achievement of the Second CFO Hurdle;
and (iv) in the event our average market capitalization over any 90-day period exceeds $10 billion, or the Third CFO Hurdle, a fully vested restricted stock unit award representing the right to receive a number of shares of Common Stock
determined by dividing $810,000 by the average volume-weighted trading average price of Common Stock for the 90-trading day period preceding achievement of the Third CFO Hurdle. The Krantz Time-Based Award shall accelerate and vest in full on a
termination of Ms. Mehta-Krantz’s employment by the Company without “Cause” (as defined below) or if Ms. Mehta-Krantz terminates her employment for “Good Reason” (as defined below), in either case, at any time within 12 months following a
change in control. The Krantz Time-Based Award was granted to Ms. Mehta-Krantz on November 18, 2022, contingent upon the effective registration of the shares reserved under the 2022 Plan on a Form S-8 filed with the SEC.
Either the Company or Ms. Mehta-Krantz may terminate
Ms. Mehta-Krantz’s employment at any time, with or without Cause or advance notice. If Ms. Mehta-Krantz employment is terminated by us without Cause, or Ms. Mehta-Krantz terminates her employment for Good Reason, she will be entitled to receive
(i) all of her accrued and unpaid wages earned through the last day of her employment, any unreimbursed business expenses, the value of any accrued and unused vacation days, any annual bonus earned but unpaid with respect to the fiscal year
ending on or preceding the date of termination and any other amounts required by local law or the express terms of any employee benefit plan to be paid to her; (ii) a lump-sum cash payment, equal to the greater of (A) 12 months of
Ms. Mehta-Krantz’s annual base salary in effect as of the date of her termination, or (B) the amount of severance payment pursuant to the then-applicable company-wide severance policy as may be adopted by the Company from time to time; (iii) a
prorated portion of her annual bonus for the fiscal year in which her termination occurs based on actual results for such year, payable at the same time bonuses for such year are paid to other senior executives of the Company; and
(iv) continued participation in our group health plan for her and her eligible dependents for 12 months at our expense. Ms. Mehta-Krantz’s severance benefits (items (ii), (iii), and (iv) of the immediately preceding sentence) are conditioned on
her execution and nonrevocation of a separation agreement and general release of claims in favor of the Company.
For the purposes of the Krantz Employment Agreement, the following
definitions apply:
“Cause” generally means any of the following: (a) the plea of
guilty or nolo contendere to, or conviction for a crime involving dishonesty, intentional misconduct, or breach of trust; (b) gross negligence in the performance of Ms. Mehta-Krantz’s duties; (c) a material breach by Ms. Mehta-Krantz of a
fiduciary duty owed to the Company;
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(d) a material breach of any written agreement between Ms. Mehta-Krantz and the
Company; or (e) a knowing and material violation by Ms. Mehta-Krantz of any material Company policy pertaining to ethics, wrongdoing or conflicts of interest, which policy had been provided to Ms. Mehta-Krantz in writing or otherwise made
generally available prior to such violation, except in the case of conduct described in clauses (b), (c), (d) or (e) “Cause” shall only apply to conduct occurring after the date hereof and, if such conduct is capable of being cured,
Ms. Mehta-Krantz shall have a period of no less than twenty (20) days after she is provided with written notice (specifying in reasonable detail the acts or omissions believed to constitute Cause and the steps necessary to remedy such
condition, if curable) in which to cure, which such notice specifically identifies the breach or the violation that the Company believes constitutes Cause.
“Good Reason” generally means any of the following actions are
taken by the Company without Ms. Mehta-Krantz’s prior written consent: (a) a material reduction in Ms. Mehta-Krantz’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s other C-level employees of no
greater than 10% reduction); (b) a material diminution in Ms. Mehta-Krantz’s job duties, responsibilities, authorities or title, including, but not limited to, her not being the Chief Financial Officer of the Company (or ultimate parent company
of the entity succeeding to the Company’s business following a change in control); or (c) the Company requires Ms. Mehta-Krantz to relocate from her current residence in Scarsdale, New York. In order to resign for Good Reason, Ms. Mehta-Krantz
must provide written notice to our board of directors within sixty (60) days after the first occurrence of the event giving rise to Good Reason setting forth the basis for her resignation, allow the Company at least thirty (30) days from
receipt of such written notice to cure such event, if curable, and if such event is not reasonably cured within such period, Ms. Mehta-Krantz must resign no later than sixty (60) days after the expiration of the cure period.
2022 Plan
In November 2022, our Board adopted and our stockholders approved
the 2022 Plan. The 2022 Plan became effective immediately upon the Closing. A summary description of the material features of the 2022 Plan is set forth below. This summary is not a complete description of all provisions of the 2022 Plan and is
qualified in its entirety by reference to the 2022 Plan, the form of which is attached to this prospectus and incorporated by reference in its entirety.
Eligibility.
Any individual who is an employee of Grindr or any of its affiliates, or any person who provides services to Grindr or its affiliates, including consultants and members of the Board, will be eligible to receive awards under the 2022 Plan at
the discretion of the plan administrator.
Awards. The
2022 Plan provides for the grant of incentive stock options, or ISOs, within the meaning of Section 422 of the Code to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, or NSOs, stock
appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of Grindr’s affiliates.
Authorized Shares. Initially, the maximum number of shares of Common Stock that may be issued under the 2022 Plan will not exceed 13,764,400 shares of Common Stock. The maximum number of shares of Common Stock that may be issued on the exercise of
ISOs under the 2022 Plan will be a number of shares equal to 41,293,200 shares.
The following shares previously issued pursuant to an award and
initially deducted from the share reserve will be added back to the share reserve and again become available for issuance under the 2022 Plan: any shares that are forfeited back to or repurchased by us because of a failure to meet a contingency
or condition required for vesting; any shares that are reacquired by us to satisfy the exercise, strike or purchase price of an award; and any shares that are reacquired us to satisfy a tax withholding obligation in connection with an award.
The following actions do not result in an issuance of shares under the 2022 Plan and accordingly do not reduce the number of shares subject to the share reserve and available for issuance under the 2022 Plan: the expiration or termination of
any portion of an award without the shares covered by such portion of the award having been issued; the settlement of any portion of an award in cash; the withholding of shares that would otherwise be issued by us to satisfy the exercise,
strike or purchase price of an award; or the withholding of shares that would otherwise be issued by us to satisfy a tax withholding obligation in connection with an award.
Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid, as applicable, to any non-employee director with respect to any period commencing on the date of Grindr’s annual meeting of stockholders for a particular
year and ending on the day immediately prior to the date of Grindr’s annual meeting of stockholders for the subsequent year, such period referred to herein as the annual period, including awards granted and cash
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fees paid to such non-employee director, will not exceed (1) $750,000 in total
value or (2) if such non-employee director is first appointed or elected to the Board during such annual period, $1,000,000 in total value, in each case, calculating the value of any equity awards based on the grant date fair value of such
equity awards for financial reporting purposes. The foregoing limitation on non-employee director compensation will apply commencing with the annual period that begins on Grindr’s first annual meeting of stockholders following the Closing.
Plan Administration. The Board, or a duly authorized committee thereof, will administer the 2022 Plan and is referred to as the “plan administrator” herein. The Board may also delegate to one or more of Grindr’s officers the authority to (1) designate
employees (other than officers) to receive specified stock awards and (2) determine the number of shares subject to such stock awards. Under the 2022 Plan, the Board has the authority to determine award recipients, grant dates, the numbers
and types of stock awards to be granted, the applicable fair market value, and the provisions of each stock award, including the period of exercisability and the vesting schedule applicable to a stock award.
Stock Options.
ISOs and NSOs are granted under stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for stock options, within the terms and conditions of the 2022 Plan, provided that the exercise
price of a stock option generally cannot be less than 100% of the fair market value of a share of Common Stock on the date of grant. Options granted under the 2022 Plan vest at the rate specified in the stock option agreement as determined by
the plan administrator.
The plan administrator determines the term of stock options
granted under the 2022 Plan, up to a maximum of 10 years. Unless the terms of an optionholder’s stock option agreement provide otherwise or as otherwise provided by the plan administrator, if an optionholder’s service relationship with Grindr
or any of Grindr’s affiliates ceases for any reason other than disability, death, or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. This period may be extended
in the event that exercise of the option is prohibited by applicable securities laws or the immediate sale of shares upon exercise would violate Grindr’s insider trading policy. Unless the terms of an optionholder’s stock option agreement
provide otherwise or as otherwise provided by the plan administrator, if an optionholder’s service relationship with Grindr or any of Grindr’s affiliates ceases due to disability, the optionholder may generally exercise any vested options for a
period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination for cause, options generally terminate upon the termination date. In no event may an option be exercised beyond the expiration of
its term.
Acceptable consideration for the purchase of Common Stock issued
upon the exercise of a stock option will be determined by the plan administrator and may include (1) cash, check, bank draft or money order, (2) a broker-assisted cashless exercise, (3) the tender of shares of Common Stock previously owned by
the optionholder, (4) a net exercise of the option if it is an NSO or (5) other legal consideration approved by the plan administrator.
Unless the plan administrator provides otherwise, options and
stock appreciation rights generally are not transferable except by will or the laws of descent and distribution. Subject to approval of the plan administrator or a duly authorized officer, an option may be transferred pursuant to a domestic
relations order.
Tax Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of Common Stock with respect to ISOs that are exercisable for the first time by an award holder during any calendar year under all of Grindr’s
stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than
10% of Grindr’s total combined voting power or that of any of Grindr’s parent or subsidiary corporations unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant
and (2) the term of the ISO does not exceed five years from the date of grant.
Restricted Stock Unit Awards. Restricted stock unit awards are granted under restricted stock unit award agreements adopted by the plan administrator. Restricted stock unit awards may be granted in consideration for any form of legal
consideration that may be acceptable to the plan administrator and permissible under applicable law. A restricted stock unit award may be settled by cash, delivery of shares of Common Stock, a combination of cash and shares of Common Stock as
determined by the plan administrator, or in any other form of consideration set forth in the restricted stock unit award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit
award. Except as otherwise provided in the applicable award agreement or by the plan administrator, restricted stock unit awards that have not vested will be forfeited once the participant’s continuous service ends for any reason.
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Restricted Stock Awards. Restricted stock awards are granted
under restricted stock award agreements adopted by the plan administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, services to us, or any other form of legal consideration that may be
acceptable to the plan administrator and permissible under applicable law. The plan administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms. If a participant’s service relationship
with Grindr ends for any reason, Grindr may receive any or all of the shares of Common Stock held by the participant that have not vested as of the date the participant terminates service with Grindr through a forfeiture condition or a
repurchase right.
Stock Appreciation Rights. Stock appreciation rights are granted under stock appreciation right agreements adopted by the plan administrator. The plan administrator determines the strike price for a stock appreciation right, which
generally cannot be less than 100% of the fair market value of Common Stock on the date of grant. A stock appreciation right granted under the 2022 Plan vests at the rate specified in the stock appreciation right agreement as determined by
the plan administrator. Stock appreciation rights may be settled in cash or shares of Common Stock or in any other form of payment, as determined by the plan administrator and specified in the stock appreciation right agreement.
The plan administrator determines the term of stock appreciation
rights granted under the 2022 Plan, up to a maximum of 10 years. Unless the terms of a participant’s stock appreciation rights agreement provide otherwise or as otherwise provided by the plan administrator, if a participant’s service
relationship with Grindr or any of its affiliates ceases for any reason other than cause, disability, or death, the participant may generally exercise any vested stock appreciation right for a period of three months following the cessation of
service. This period may be further extended in the event that exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities laws or the immediate sale of shares upon exercise would
violate Grindr’s insider trading policy. Unless the terms of a participant’s stock appreciation rights agreement provide otherwise or as otherwise provided by the plan administrator, if a participant’s service relationship with Grindr or any of
its affiliates, ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation right for a period of 12
months in the event of disability and 18 months in the event of death. In the event of a termination for cause, stock appreciation rights generally terminate immediately upon the occurrence of the event giving rise to the termination of the
individual for cause. In no event may a stock appreciation right be exercised beyond the expiration of its term.
Performance Awards. The 2022 Plan permits the grant of performance awards that may be settled in stock, cash or other property. Performance awards may be structured so that the stock or cash will be issued or paid only following the achievement of
certain pre-established performance goals during a designated performance period. Performance awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, Common
Stock.
Other Stock Awards. The plan administrator may grant other awards based in whole or in part by reference to Common Stock. The plan administrator will set the number of shares under the stock award (or cash equivalent) and all other terms and
conditions of such awards.
Changes to Capital Structure. In the event there is a specified type of change in the capital structure of Grindr, such as a stock split, reverse stock split, or recapitalization, appropriate adjustments will be made to (1) the class and
maximum number of shares reserved for issuance under the 2022 Plan, (2) the class of shares by which the share reserve may increase automatically each year, (3) the class and maximum number of shares that may be issued on the exercise of ISOs
and (4) the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding stock awards.
Corporate Transactions. The following applies to stock awards under the 2022 Plan in the event of a corporate transaction (as defined in the 2022 Plan), unless otherwise provided in a participant’s stock award agreement or other written agreement with
Grindr or one of its affiliates or unless otherwise expressly provided by the plan administrator at the time of grant.
In the event of a corporate transaction, any stock awards
outstanding under the 2022 Plan may be assumed, continued or substituted for by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by Grindr with respect to the stock award may be
assigned to Grindr’s successor (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such stock awards, then (i) with respect to any such stock awards that are
held by participants whose continuous service has not terminated prior to the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full
(or, in the case of
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performance awards with multiple vesting levels depending on the level of
performance, vesting will accelerate at 100% of the target level) to a date prior to the effective time of the corporate transaction (contingent upon the effectiveness of the corporate transaction), and such stock awards will terminate if not
exercised (if applicable) at or prior to the effective time of the corporate transaction, and any reacquisition or repurchase rights held by Grindr with respect to such stock awards will lapse (contingent upon the effectiveness of the corporate
transaction), and (ii) any such stock awards that are held by persons other than current participants will terminate if not exercised (if applicable) prior to the effective time of the corporate transaction, except that any reacquisition or
repurchase rights held by Grindr with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the corporate transaction. In the event a stock award will terminate if not exercised prior to the effective
time of a corporate transaction, the plan administrator may provide, in its sole discretion, that the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any) of (i)
the per share amount payable to holders of Common Stock in connection with the corporate transaction, over (ii) any per share exercise price payable by such holder, if applicable.
Plan Amendment or Termination. The Board has the authority to amend, suspend, or terminate the 2022 Plan at any time, provided that such action does not materially impair the existing rights of any participant without such participant’s
written consent. Certain material amendments also require approval of Grindr’s stockholders. No ISOs may be granted after the tenth anniversary of the date our board of directors adopts the 2022 Plan. No stock awards may be granted under the
2022 Plan while it is suspended or after it is terminated.
2020 Equity Incentive Plan
The 2020 Plan was originally adopted by Grindr’s board of managers
and approved by the unitholders on August 13, 2020. The 2020 Plan provided for the discretionary grant of options, restricted units, unit appreciation rights, restricted equity award units and other unit-based awards to Grindr’s employees,
consultants and non-employee directors, and employees, consultants and non-employee directors of Grindr’s subsidiaries. Immediately prior to the Business Combination, the 2020 Plan was terminated, and no further grants may be made under the
2020 Plan. Any Awards granted under the 2020 Plan remain subject to the terms of the 2020 Plan and the applicable award agreement. As of December 5, 2022, 5,100,476 unit options of Grindr had been granted under the 2020 Plan.
Authorized Units. Subject to adjustment as provided in the 2020 Plan, as of December 5, 2022, the maximum number of Grindr Series X Ordinary Units that could be issued under the 2020 Plan was 6,522,685 units and the maximum number Grindr Series Y
Preferred Units of Grindr that could be issued under the 2020 Plan was 1,522,843 units. Units to be granted under the 2020 Plan may be subject to various restrictions, including restrictions on transferability and forfeiture provisions, as
determined by the plan administrator (defined below) and consistent with the 2020 Plan terms.
Plan Administration. Following the Closing, a committee designated by the Board, or if no such committee is designated by the Board, the Board, referred to herein as the plan administrator, administers the 2020 Plan. The 2020 Plan authorizes the plan
administrator to construe and interpret the terms of the 2020 Plan, and to take all other necessary action for the administration of the 2020 Plan.
Adjustments Upon Changes in Capitalization. The plan administrator has broad discretion to take action under the 2020 Plan, as well as to make adjustments to the terms and conditions of awards, to prevent the enlargement or dilution of rights in the event of
a reorganization, recapitalization, stock split merger, combination, consolidation or any other change in the corporate structure of the Company, or any extraordinary distribution to holders of the Company (other than an ordinary cash
dividend).
Certain Corporate Transactions. In the event of certain transactions, our plan administrator may, in its sole discretion, take one or more of the following actions without the consent of any plan participant: (a) accelerate the vesting and/or
the exercisability of all or any portion of the outstanding award; (b) cancel some or all outstanding options or unit appreciation rights in exchange for a payment in an amount equal to the excess, if any, of the Fair Market Value (as defined
in the 2020 Plan) of the units underlying the unexercised portion of the award over the aggregate exercise price of such portion; (c) terminate (for no compensation, payment or other consideration) any award immediately prior to the
transaction, provided that the Company has provided the participant an opportunity to exercise such portion of the award that is vested and exercisable within a specified period following the participant’s receipt of a notice of such
transaction and the Company’s intent to terminate the award prior to such transaction; (d) require the successor or acquiring company (or any parent or affiliate thereof), following a transaction, to assume all outstanding awards or to
substitute such awards with similar awards involving the equity securities of such successor or acquiring company or its parent or affiliates; (e) cancel for no consideration any award that, after giving effect to the transaction, would not
be vested; and (f) take any other action
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the plan administrator deems appropriate in its discretion in connection with the
transaction. Under the 2020 Plan, a transaction means (i) an “Approved Sale”, (ii) a “Drag-Along Sale” or (iii) a “Liquidation Event,” in each case, as defined in the Amended and Restated Limited Liability Company Agreement of San Vicente Group
LLC, as may be amended from time to time.
Transferability. Unless determined otherwise by the plan administrator, awards granted under the 2020 Plan may not be transferred, pledged or assigned for any reason during the participant’s lifetime other than to a successor, as defined in the 2020
Plan.
2021 Director Compensation Table
The table below summarizes the compensation paid to our non-employee
directors for 2021.
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Name
|
| |
Fees Earned or
Paid in Cash
($)
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| |
All Other
Compensation
($)
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| |
Total
($)
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James Fu Bin Lu(1)
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| |
350,000
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| |
—
|
| |
350,000
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|
J. Michael Gearon, Jr
|
| |
—
|
| |
—
|
| |
—
|
|
Sam Yagan
|
| |
—
|
| |
—
|
| |
—
|
|
(1)
|
In June 2020, Grindr entered into a director services agreement with James Fu Bin Lu. Prior to terminating in connection with
the Business Combination, the agreement entitled Mr. Lu to an annual fee of $350,000, to be paid on a quarterly basis, for the services he provides as a director to Grindr.
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Post-Closing Director Compensation
In connection with the Business Combination, the Board approved
the following cash and equity compensation (as applicable) for each of our non-employee directors serving as of immediately following the Closing:
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•
|
a $20,000 cash retainer fee for general service on the Board plus an additional $5,000 cash retainer fee for service as chair
of a committee of the Board, in each case the aggregate amount of such fee paid in four substantially equal installments at the end of each full quarter of Board service, measured from the date of the Closing and prorated for any
partial quarter of service; and
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|
•
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an award of restricted stock units covering 5,000 shares of our Common Stock to the extent the non-employee director was not
chair of a committee of the Board immediately following the Closing or an award of restricted stock units covering 6,250 shares of our Common Stock to the extent the non-employee director was chair of a committee of the Board
immediately following the Closing, which in each case vests as to one-half of the award on March 15th, 2023, and as to the remaining one-half of the award on the earlier of (i) June 15th, 2023 and (ii) the first annual general meeting
of Company stockholders following the Closing, subject to the non-employee director remaining in continuous service through each vesting date.
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Executive Officer and Director Compensation
Grindr has developed an executive compensation program that is
designed to align compensation with Grindr’s business objectives and the creation of shareholder value, while enabling Grindr to attract, retain, incentivize and reward individuals who contribute to the long-term success of Grindr.
Executive Compensation. The policies of Grindr with respect to the compensation of its executive officers is administered by the Board in consultation with the Compensation Committee that the Board has established. The compensation
policies followed by Grindr are designed to provide for compensation that is sufficient to attract, motivate and retain executives of Grindr and to establish an appropriate relationship between executive compensation and the creation of
shareholder value.
In addition to the guidance provided by its Compensation
Committee, the Board may utilize the services of third parties from time to time in connection with the recruiting, hiring and determination of compensation awarded to executive employees.
Director Compensation. The Compensation Committee of the Board has determined the annual compensation to be paid to the members of the Board.
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Emerging Growth Company Status
As an emerging growth company, we will be exempt from certain
requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our chief executive officer to the
median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and is entitled to
take advantage of certain other “scaled” disclosure rules, such as only being required to report the compensation of three named executive officers rather than five.
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The following is a summary of transactions since January 1, 2018,
to which we have been a party in which the amount involved exceeded $120,000 and in which any of our executive officers, directors, managers, promoters, beneficial holders of more than 5% of our membership interests, or any associates or
affiliates thereof had or will have a direct or indirect material interest, other than compensation arrangements which are described in the section titled “Executive Compensation.”
Tiga Related Transactions and Agreements
On July 27, 2020, the Sponsor received 5,750,000 founder shares in
exchange for a capital contribution of $25,000, or $0.004 per share. On November 23, 2020, Tiga effected a 1,150,000 share dividend, resulting in the Sponsor holding an aggregate of 6,900,000 Founder Shares. On November 23, 2020, the Sponsor
transferred 20,000 Founder Shares to each of David Ryan, Carman Wong, and Ben Falloon for the same per-share price initially paid by the Sponsor, resulting in the Sponsor holding 6,840,000 Founder Shares. In connection with the underwriters’
exercise of their over-allotment option in full prior to the closing of the initial public offering, on November 27, 2020, no Founder Shares were surrendered. Prior to the Closing, Sponsor liquidated and distributed its holdings to its ultimate
beneficiaries, including Messrs. Zage and Gupta.
Sponsor purchased an aggregate of 18,560,000 Private Placement
Warrants for a purchase price of $1.00 per warrant in several private placements simultaneously with, and after the closing of Tiga’s IPO. Each Private Placement Warrant may be exercised for one share of Common Stock at a price of $11.50 per
share, subject to adjustment as provided herein. The Private Placement Warrants (including the Common Stock issuable upon exercise of the Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or
sold by it until 30 days after the completion of the Business Combination
Tiga entered into an Administrative Services Agreement pursuant to
which Tiga paid Sponsor up to $10,000 per month for office space, secretarial, and administrative support services. Upon completion of the Business Combination, Tiga ceased paying any of these monthly fees. As of September 30, 2022, Tiga
incurred fees payable to Sponsor in the amount of $220,000, of which $50,000 is included as accrued expenses, for such services. The Sponsor was entitled to be reimbursed for any out-of-pocket expenses.
Sponsor, Tiga’s officers and directors, or any of their respective
affiliates, were reimbursed for any out-of-pocket expenses incurred in connection with activities on Tiga’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. As of September
30, 2022, such Sponsor and its respective affiliates are entitled to such reimbursements in the amount of $39,050.94, of which $4,299.48 is included as accrued expenses.
The Sponsor advanced Tiga $700,000 to be used for working capital
purposes. In addition, the Sponsor also loaned Tiga an aggregate of $300,000 to cover expenses related to the initial public offering pursuant to a note. This advance and note were noninterest bearing. Tiga fully repaid the advance and the note
to the Sponsor on November 27, 2020. On March 16, 2022, Sponsor agreed to loan Tiga an additional $2,000,000 under an additional unsecured promissory note to be used for the payment of working capital expenses, including expenses incurred in
connection with the Business Combination. On January 25, 2022, the Sponsor had advanced the sum of $750,000 to Tiga on account of such promissory note. The note was non-interest bearing and fully repaid on November 17, 2022.
A&R Forward Purchase Agreement
Pursuant to the A&R Forward Purchase Agreement between Tiga
and the Sponsor, certain investors, including the Sponsor and its affiliates, purchased an aggregate of 10,000,000 shares of Common Stock, consisting of the forward purchase shares and the backstop shares, plus an aggregate of 5,000,000 Forward
Purchase and Backstop Warrants for an aggregate purchase price of $100,000,000, or $10.00 per share, in a private placement that closed prior to the Closing. The Forward Purchase and Backstop Warrants have the same terms as the Public Warrants.
On November 10, 2022, San Vicente Parent LLC (“SV Parent”) entered into that certain Joinder and Assignment Agreement to A&R Forward Purchase Agreement with Tiga and the Sponsor, which among other
things, provided that the Sponsor transfer and assign of all of its rights and obligations under the A&R Forward Purchase Agreement to SV Parent. SV Parent satisfied its obligations under the A&R Forward Purchase Agreement prior to the
SV Consolidation (as defined below) and the Closing. Prior to the Closing and in connection with SV Consolidation, but after SV Parent satisfied in full its funding obligations under the Forward Purchase Agreement to Tiga, SV Parent
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merged with and into Legacy Grindr. In consideration for Legacy Grindr’s
assumption of SV Parent’s rights to receive the securities issuable by Tiga under the Forward Purchase Agreement, Legacy Grindr issued 7,127,896 Legacy Grindr Series X Ordinary Units to San Vicente Holdings (Cayman) Limited (“SV Cayman”) and entered into that certain warrant agreement with SV Cayman, pursuant to which, upon the terms and subject to the conditions set forth therein, SV Cayman was entitled to purchase 3,563,948
Series X Ordinary Units of Legacy Grindr at a purchase price of $16.13 per share. Such warrants and the Legacy Grindr Series X Ordinary Units were ultimately exchanged at the Closing for shares of Common Stock and warrants to purchase shares of
Common Stock in accordance with the terms of the Merger Agreement.
A&R Registration Rights Agreement
Under the Merger Agreement Grindr, the Sponsor, the independent
directors of Tiga and certain significant unitholders of Grindr entered into the A&R Registration Rights Agreement at the Closing, pursuant to which they agreed to register for resale, pursuant to Rule 415 under the Securities Act, certain
shares of Common Stock and other equity securities of that are held by the parties thereto from time to time. The A&R Registration Rights Agreement amends and restates the registration rights agreement that was entered into by Tiga, the
Sponsor and other holders of Tiga’s securities party thereto in connection with the initial public offering.
Legacy Grindr’s Transactions and Agreements
Business Combination Success Fee
Pursuant to the terms of an agreement, dated as of April 15, 2022,
as amended, between Legacy Grindr and Groove Coverage Limited (“Groove”), which is 50.0%-owned by Mr. Lu, the Chairman of Legacy Grindr and Chairperson of Grindr, for providing consulting and advisory
services for the Business Combination, Legacy Grindr’s successful consummation of the Business Combination resulted in Legacy Grindr paying Groove $1,500,000.
Catapult Share Purchase and Promissory Note
On April 27, 2021, Catapult GP II LLC, a Delaware limited
liability company (“Catapult GP II”) purchased 5,387,194 common units of Legacy Grindr for $30,000,000 (the “Share Purchase”). In connection with the Share
Purchase, Catapult GP II issued a $30,000,000 full recourse promissory note to Legacy Grindr (the “Note”), which was secured with a continuing first priority lien and security interest in favor of Legacy
Grindr over the Share Purchase units. The Note, as a debt obligation of Catapult GP II, is unconditionally and personally guaranteed by Jeffrey C. Bonforte, who was the former Chief Executive Officer of Grindr from June 2020 to October 2022,
and Gary C. Hsueh, who was the former Chief Financial Officer of Grindr from June 2020 to September 2022. Mr. Bonforte (30% ownership interest in Catapult GP II) is a member of Catapult GP II. Mr. Hsueh (30% ownership interest in Catapult GP
II) is the manager of Catapult GP II. Catapult GP II is a security holder of Grindr (3.9% ownership interest). The Note accrued simple interest at 10% per year. As of September 30, 2022, the total outstanding amount on the Note, including
interest, was $30,481,000. Prior to the Closing, Catapult GP II partially settled the Note with a cash payment of $12.0 million.
Cost Sharing Agreement
Grindr entered into a cost sharing agreement, dated December 6,
2021 (the “Cost Sharing Agreement”), whereby Legacy Grindr agreed to reimburse San Vicente Holdings LLC (“SVH”), an entity which, prior to its liquidation and
distribution of its holdings to its ultimate beneficiaries, was a greater than 5% beneficial owner, affiliate of Legacy Grindr and its subsidiaries, and indirect and direct parent of certain affiliates of Legacy Grindr, certain administrative,
regulatory, accounting, auditing, directors, insurance, and other ordinary course of business fees and expenses of SVH, as partial consideration for the managerial oversight and investor advisory services provided by SVH. Mr. Zage, the former
Chief Executive Officer and Chairman of Tiga, owner of greater than 5% of Legacy Grindr and Grindr’s outstanding securities, and director of Grindr, previously owned greater than 5% of SVH’s economic, non-voting outstanding securities through
his indirect ownership interest in Tiga SVH, a former unitholder of SVH (54.1% ownership interest in SVH). Tiga Investments is the sole shareholder of Tiga SVH (as defined below). Mr. Zage is the sole shareholder of Tiga Investments (as defined
below) and indirectly owns 49.5% of Grindr. Ashish Gupta previously had an indirect 5.7% ownership interest in SVH and beneficially owns 7.9% of Grindr. Mr. Gearon, owner of greater than 5% of Legacy Grindr and Grindr’s outstanding securities,
director of Legacy Grindr and Grindr, previously owned greater than 5% of SVH’s outstanding securities through his ownership
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of 28th Street, a former unitholder of SVH (11.2% ownership interest in SVH).
Mr. Gearon and The 1997 Gearon Family Trust are the controlling equityholders of 28th Street and indirectly own 8.9% of Grindr. Mr. Lu, the former President and Secretary of SVH, Chairperson of Legacy Grindr and Grindr, and owner of greater
than 5% of Legacy Grindr and Grindr’s outstanding securities, previously owned greater than 5% of SVH’s outstanding securities through his indirect ownership of Longview SVH (as defined below), a former unitholder of SVH (29.1% ownership
interest in SVH). Longview Grindr (as defined below) is the sole member of Longview SVH. Longview (as defined below) is the sole member of Longview Grindr. Mr. Lu is the sole member of Longview and indirectly owns 23.1% of Grindr. See the
sections titled “Security Ownership of Certain Beneficial Owners and Management” and “Selling Stockholders” in this prospectus for more details. Grindr expects
the Cost Sharing Agreement to be terminated upon the processing of related reimbursements.
Advisor Service Fees
In June 2020, Legacy Grindr entered into a board advisor agreement
with Mr. Zage (the “Board Advisor Agreement”), and agreed to pay Mr. Zage a total of $350,000 per year, as well as certain out-of-pocket expenses, for Mr. Zage’s services as a board advisor, until the
termination of the agreement by either party. The Board Advisor Agreement was terminated on November 18, 2022, in connection with the Business Combination.
Contribution of Legacy Grindr Equity and
Management Equity
In May 2020, SV Acquisition, an indirect wholly-owned subsidiary
of SVH, entered into that certain Amended and Restated Stock Purchase Agreement (the “Purchase Agreement”) with Predecessor and Kunlun, where SV Acquisition purchased 100.0 million shares of common stock
of Predecessor (98.6% of the Predecessor, the “Legacy Grindr Equity”) from Kunlun for approximately $494.1 million (the “SV Equity Purchase”).
Promissory Notes and Assignment and Assumption of
Legacy Grindr Equity
In connection with the SV Equity Purchase, Legacy Grindr issued a
promissory note to Grindr Gap LLC (f/k/a San Vicente Gap LLC), a wholly-owned subsidiary of Grindr (“Legacy Grindr Gap”), in the amount of $189.1 million (the “Legacy
Grindr Gap Note”). Subsequently, Legacy Grindr Gap issued a promissory note to Grindr Capital LLC (f/k/a San Vicente Capital LLC), a wholly-owned subsidiary of Grindr Gap (“Legacy Grindr Capital”),
in the amount of $189.1 million (the “Legacy Grindr Cap Note”). In addition, SV Group TopCo, an indirect wholly-owned subsidiary of SVH, issued a promissory note to SV Acquisition in the amount of
$174.2 million (the “SV Acquisition Note”, and together with the Legacy Grindr Gap and Legacy Grindr Cap Note, the “SV Notes”).
Pursuant to the Purchase Agreement, SV Acquisition entered into an
assignment and assumption agreement with Legacy Grindr, whereby SV Acquisition assigned the Legacy Grindr Equity to Legacy Grindr. In connection with the SV Equity Purchase, Legacy Grindr contributed the Legacy Grindr Equity to Legacy Grindr
Gap in full repayment and discharge of the Legacy Grindr Gap Note in exchange for membership interests of Legacy Grindr. Subsequently, Legacy Grindr Gap contributed the Legacy Grindr Equity to Legacy Grindr Capital in full repayment and
discharge of the Legacy Grindr Cap Note in exchange for membership interests of Legacy Grindr.
Cash Contribution
In June 2020, SVH entered into subscription agreements with each
of 28th Street and Tiga Investments, whereby 28th Street and Tiga Investments purchased from SVH 4.0 membership interests of SVH in exchange for $4,000 (the “Investor Contributions”). In connection with
the Investor Contributions, several wholly-owned subsidiaries of SVH entered into several subscription and contribution agreements (together with the “Investor Contributions,” the “Contribution Agreements”). Pursuant to the Contribution Agreements, SVH paid Legacy Grindr a total amount of $78.0 million in cash in exchange for certain membership interests of Legacy Grindr.
Purchase Rights and Contribution in SVEJV
In June 2020, Legacy Grindr entered into a purchase rights
agreement, as amended with SVH, SV Group Holdings, and Catapult Capital LLC (“Catapult Capital”), whereby Legacy Grindr granted Catapult Capital the right to purchase up to $30.0 million worth of shares
of Legacy Grindr (the “Catapult Capital Rights”). Separately, in June 2020, SV Group Topco contributed 6,079,026 membership interests of SV Group Holdings, a former greater than 5% beneficial owner of
Legacy Grindr and indirect subsidiary of SVH, held by SV Group Topco to SVEJV, an
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indirect subsidiary of SVH (SVH indirectly owned 100.0% of the ordinary units of
SVEJV, which liquidated prior to the Business Combination, and 16.7% of the fully diluted capital of SVEJV), former unitholder of SV Group Holdings, which liquidated prior to the Business Combination (6.0% ownership interest of SV Group
Holdings), and former affiliate of Legacy Grindr. SVEJV concurrently issued 5,065,855 Series P Units of SVEJV to Catapult Goliath, a former affiliate of SVH and Legacy Grindr. The Series P Units were granted to Catapult Goliath and each of the
grantee beneficiaries in exchange for providing service to Legacy Grindr under a restricted unit agreement and a consulting agreement, as amended, through December 31, 2023. Prior to the Business Combination, SVEJV liquidated and distributed
its holdings its ultimate beneficiaries, including members of Catapult Goliath.
Catapult Goliath is managed by Mr. Hsueh, who was the former Chief
Financial Officer of Legacy Grindr from June 2020 to September 2022 (20% ownership interest in Catapult Goliath) Mr. Bonforte, who was the former Chief Executive Officer of Legacy Grindr from June 2020 to October 2022, Rick Marini, who was the
former Chief Operating Officer of Legacy Grindr from June 2020 to October 2022, and Mr. Yagan, a director of Legacy Grindr, are members of Catapult Goliath (each hold a 20% ownership interest in Catapult Goliath). Each of Messrs. Bonforte,
Hsueh, Marini, and Yagan are grantee beneficiaries of Catapult Goliath.
SV Consolidation
Prior to its liquidation, SVH directly and indirectly held units
of Legacy Grindr through various wholly owned or partially owned subsidiaries. Prior to the Closing, SVEJV was liquidated and the San Vicente Entities merged with and into Legacy Grindr, with Legacy Grindr being the surviving entity, resulting
in SV Investments and Catapult Goliath as direct equity holders in Legacy Grindr (the “SV Consolidation”). The SV Consolidation began one day following the extraordinary general meeting and was completed
within approximately six days. See the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financing Arrangements—Deferred Payment” and “Unaudited Pro Forma
Combined Financial Information—SV Consolidation” included elsewhere in this prospectus for further information.
Other Transactions
We have entered into employment and other agreements with certain
of our executive officers. For a description of agreements with our named executive officers, see the section titled “Executive Compensation—Executive Compensation Arrangements” included elsewhere in
this prospectus.
We have granted equity awards to certain of our executive
officers. For a description of equity awards granted to our named executive officers, see the section titled “Executive Compensation” included elsewhere in this prospectus.
After the Business Combination, certain members of our management
team who remained with us were paid consulting, management or other fees from us with any and all amounts being fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials furnished to our shareholders. The
amount of such compensation was determined by the Board, and was publicly disclosed at the time of its determination in our Current Report on Form 8-K filed on November 23, 2022, as required by the SEC.
All ongoing and future transactions between us and any of our
officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by a majority of our
uninterested “independent” directors or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such
transaction unless our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.
Indemnification Agreements
Our corporate governance documents, which became effective
following the Business Combination, provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law, subject to certain exceptions contained in our Certificate of Incorporation.
We have entered into indemnification agreements, the form of which
is attached as Ex. 10.2 of this prospectus, with each of our directors and executive officers. For a description of these agreements, see the section titled “Management—Limitation of Liability and
Indemnification” included elsewhere in this prospectus.
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Related-Person Transaction Policy
Our audit committee has adopted a written Related-Person
Transactions Policy that sets forth our policies and procedures regarding the identification, review, consideration, and oversight of related-person transactions. For purposes of the policy, a related-person transaction is a transaction,
arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any related person are, were, or will be participants, and in which any related-person had, has, or will have a direct or
indirect material interest, and the amount involved exceeds $120,000. Transactions involving compensation for services provided to us as an employee, consultant, or director will not be considered related-person transactions under this policy.
Under the policy, a related-person is, at any time since the
beginning of our last fiscal year was, a director or executive officer or a nominee to become a director, or a security holder known by us to beneficially own more than 5% of any class of our voting securities (a “significant stockholder”), including any of their immediate family members and affiliates, including entities controlled by such persons or such person has a 5% or greater beneficial ownership interest.
Each director and executive officer shall identify, and we shall
request each significant stockholder to identify, any related-person transaction involving such director, executive officer or significant stockholder or their immediate family members and affiliates, inform, and obtain approval from our audit
committee pursuant to in accordance with the policy before such related-person may engage in the transaction.
In considering related-person transactions, our audit committee
takes into account the relevant available facts and circumstances, which may include, but are not limited to:
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•
|
the risk, cost and benefits to us;
|
|
•
|
the impact on a director’s independence in the event the related person is a director, immediate family member of a director,
or an entity with which a director is affiliated;
|
|
•
|
the terms of the transaction;
|
|
•
|
the terms available to or from, as the case may be, unrelated third parties or to or from employees generally; and
|
|
•
|
the availability of other sources for comparable services or products.
|
Our audit committee shall approve only those related-party
transactions that, in light of known circumstances, are in, or are not inconsistent with, our best interests and our stockholders, as our audit committee determines in the good faith exercise of its discretion.
Post-Business Combination Arrangements
In connection with the Business Combination, certain agreements
were entered into pursuant to the Merger Agreement. The agreements described in this section, or forms of such agreements as were in effect substantially concurrently with the completion of the Business Combination, are filed as exhibits to the
registration statement of which this prospectus forms a part, and the following descriptions are qualified by reference thereto. These agreements include:
|
•
|
voting and support agreements;
|
|
•
|
forward purchase agreements ; and
|
|
•
|
amended and restated registration rights agreement.
|
134
The following table sets forth information regarding the
beneficial ownership of shares of Common Stock as of the December 9, 2022, after giving effect to the Closing, by:
|
•
|
each person known by the Company to be the beneficial owner of more than 5% of Common Stock;
|
|
•
|
each of the Company’s executive officers and directors; and
|
|
•
|
all of the Company’s executive officers and directors as a group.
|
Beneficial ownership is determined according to the rules of the
SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options, warrants and restricted stock units that are currently
exercisable or vested or that will become exercisable or vest within 60 days. This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13G or 13D filed with the SEC. Unless otherwise
indicated in the footnotes to this table and subject to community property laws where applicable, we believe that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned
by them. The beneficial ownership percentages set forth in the table below are based on 173,524,360 shares of Common Stock issued and outstanding as of the Closing Date.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of Common
Stock by:
|
•
|
each person who is the beneficial owner of more than 5% of Common Stock;
|
|
•
|
each person who is an executive officer or director of the Company; and
|
|
•
|
all executive officers and directors of the Company, as a group.
|
Beneficial ownership is determined according to the rules of the
SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security or the right to acquire such power within 60 days.
There were 173,524,360 shares of Common Stock issued and
outstanding. Common Stock issuable upon exercise of warrants or options currently exercisable within 60 days are deemed outstanding solely for purposes of calculating the percentage of total voting power of the beneficial owner thereof. Unless
otherwise indicated, the Company believes that all persons named below have sole voting and investment power with respect to the voting securities indicated in the table below and the corresponding footnotes as being beneficially owned by them.
|
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares of
Common
Stock
|
| |
Percentage of
Shares of
Common
Stock(2)
|
|
5% Holders
|
| |
|
| |
|
|
The 1997 Gearon Family Trust(3)
|
| |
15,468,109
|
| |
8.9%
|
|
Ashish Gupta(4)
|
| |
14,084,055
|
| |
7.9%
|
|
Jeremy Leonard Brest(5)
|
| |
10,548,557
|
| |
6.1%
|
|
Directors and Executive Officers
|
| |
|
| |
|
|
George Arison
|
| |
—
|
| |
—
|
|
Vandana Mehta-Krantz
|
| |
—
|
| |
—
|
|
Austin Balance
|
| |
—
|
| |
—
|
|
Raymond Zage, III(6)
|
| |
94,011,409
|
| |
49.5%
|
|
James Fu Bin Lu(7)
|
| |
40,316,686
|
| |
23.1%
|
|
J. Michael Gearon, Jr.(3)
|
| |
15,468,109
|
| |
8.9%
|
|
Daniel Brooks Baer
|
| |
—
|
| |
—
|
|
Meghan Stabler
|
| |
—
|
| |
—
|
|
Gary I. Horowitz
|
| |
—
|
| |
—
|
|
Maggie Lower
|
| |
—
|
| |
—
|
|
Nathan Richardson
|
| |
—
|
| |
—
|
135
|
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares of
Common
Stock
|
| |
Percentage of
Shares of
Common
Stock(2)
|
|
All Company directors and executive officers as a group (eleven individuals)
|
| |
130,580,590
|
| |
81.4%
|
|
(1)
|
Unless otherwise noted, the business address of each of those listed in the table above is c/o Grindr Inc., 750 N San Vicente
Blvd Ste RE1400, West Hollywood, CA 90069.
|
|
(2)
|
In calculating the percentages, (a) the numerator is calculated by adding the number of shares of Common Stock held by such
beneficial owners and the number of shares of Common Stock issuable upon the exercise of a Warrant or options and (b) the denominator is calculated by adding the aggregate number of shares of Common Stock outstanding and the number of
shares Common Stock issuable upon the exercise of Warrants or options held by such beneficial owner, if any (but not the number of shares of Common Stock issuable upon the exercise of Warrants or options held by any other beneficial
owner).
|
|
(3)
|
Consists of (i) 14,948,334 shares of Common Stock and (ii) 519,775 Warrants, the record holder of all of which is 28th Street
Ventures, LLC, a Georgia limited liability company (“28th Street”). Mr. Gearon and The 1997 Gearon Family Trust, by virtue of each of their 50% beneficial ownership of 28th Street, may be deemed to beneficially own the securities owned
by 28th Street. Mr. Gearon and The 1997 Gearon Family Trust disclaim any beneficial ownership of the securities held by 28th Street, respectively, other than to the extent of any pecuniary interest he may have therein, directly or
indirectly. The business address for 28th Street, Mr. Gearon and The 1997 Gearon Family Trust is 3350 Riverwood Parkway, Suite 425, Atlanta, GA 30339.
|
|
(4)
|
Consists of (i) 9,184,168 shares of Common Stock and (ii) 4,899,887 Warrants. Mr. Gupta has pledged 7,474,168 shares of Common
Stock and 259,887 Warrants to certain lenders in connection with a financing arrangement. The business address for Mr. Gupta is Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315.
|
|
(5)
|
Consists of (i) 10,194,093 shares of Common Stock and (ii) 354,464 Warrants, all of which have been pledged to certain lenders
in connection with a financing arrangement. The business address for Mr. Brest is 20A Cluny Park, Singapore 259634.
|
|
(6)
|
Consists of (i) 77,206,333 shares of Common Stock, (ii) 16,423,762 Warrants, and (iii) an option to acquire 381,314 shares of
Common Stock within 60 days of Closing. Mr. Zage is the record holder of 5,200,000 of the shares of Common Stock and 13,920,000 of the Warrants reported herein and Tiga SVH Investments Limited, a Cayman Islands company (“Tiga SVH”), is
the record holder of the remainder. Tiga SVH is 100% owned by Tiga Investments Pte. Ltd, a Singapore company (“Tiga Investments”), which is in turn 100% owned by Mr. Zage. Tiga SVH has pledged 72,006,333 shares of Common Stock and
2,503,762 Warrants to certain lenders in connection with a financing arrangement. The business address for Mr. Zage, Tiga SVH, and Tiga Investments is Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315.
|
|
(7)
|
Consists of (i) 38,425,923 shares of Common Stock, (ii) 1,336,124 Warrants, and (iii) an option to acquire 554,639 shares of
Common Stock within 60 days of Closing, the record holder of all of which is Longview Capital SVH LLC, a Washington limited liability company (“Longview SVH”). Longview SVH is 100% owned by Longview Grindr Holdings Limited, a British
Virgin Islands company (“Longview Grindr”), which in turn is 100% owned by Longview Capital Holdings LLC, a Washington limited liability company (“Longview”), which is 100% owned by Mr. Lu. Longview SVH has pledged 38,425,923 shares of
Common Stock and 1,336,124 Warrants to certain lenders in connection with a financing arrangement. The business address for Mr. Lu, Longview SVH, Longview Grindr, and Longview is 428 East Street Ste E, Grinnell, IA 50112.
|
136
This prospectus relates to the resale by the selling
securityholders from time to time of up to 174,514,804 shares of Common Stock (including (i) up to 143,118,851 shares of Common Stock issued to certain equity holders of Legacy Grindr, (ii) up to 5,000,000 shares of Common Stock issuable upon
the exercise of the Legacy Grindr Warrants, (iii) up to 935,953 shares of Common Stock acquirable upon the exercise of certain options, and (iv) up to 18,560,000 shares of Common Stock that may be issued upon exercise of the Private Placement
Warrants) and up to 23,560,000 warrants, including (i) up to 18,560,000 Private Placement Warrants and (ii) up to 5,000,000 Legacy Grindr Warrants). The selling securityholders may from time to time offer and sell any or all of the Common Stock
and Private Placement Warrants set forth below pursuant to this prospectus and any accompanying prospectus supplement. As used in this prospectus, the term “selling securityholders” includes the persons listed in the table below, together with
any additional selling securityholders listed in a subsequent amendment to this prospectus, and their pledgees, donees, transferees, assignees, successors, designees and others who later come to hold any of the selling securityholders’
interests in the Common Stock or Private Placement Warrants other than through a public sale.
Certain of the selling securityholders listed below entered into a
Lock-up Agreement with us with respect to certain of the shares of Common Stock that may be sold by it, from time to time, pursuant to the registration statement of which this prospectus forms part. Such restrictions began at Closing and end on
the earliest to occur of (i) 365 days after the date of the Closing; (ii) the first day after the date on which the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date of the Closing; or (iii) the date on which we complete a liquidation, merger, capital stock
exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their Common Stock for cash, securities or other property. See the section titled “Certain Relationships and Related Party Transactions—A&R Registration Rights Agreement.”
Except as set forth in the footnotes below, the following table
sets forth, based on written representations from the selling securityholders, certain information as of December 9, 2022 regarding the beneficial ownership of our Common Stock and Warrants by the selling securityholders and the shares of
Common Stock and Warrants being offered by the selling securityholders. The applicable percentage ownership of Common Stock is based on approximately 173,524,360 shares of Common Stock outstanding as of December 9, 2022. Information with
respect to shares of Common Stock and Private Placement Warrants owned beneficially after the offering assumes the sale of all of the shares of Common Stock or Private Placement Warrants. The selling securityholders may offer and sell some, all
or none of their shares of Common Stock or Private Placement Warrants, as applicable.
We have determined beneficial ownership in accordance with the
rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security or the right to acquire such power within 60 days. Except as
indicated by the footnotes below, we believe, based on the information furnished to us, that the selling securityholders have sole voting and investment power with respect to all shares of Common Stock and Warrants that they beneficially own,
subject to applicable community property laws. Except as otherwise described below, based on the information provided to us by the selling securityholders, no selling securityholder is a broker-dealer or an affiliate of a broker dealer.
Please see the section titled “Plan
of Distribution” for further information regarding the selling securityholder’s method of distributing these shares.
|
|
| |
Shares of Common Stock
|
| |
Warrants to Purchase Common Stock
|
||||||||||||||||||
|
Name of Selling
Securityholder
|
| |
Number
Beneficially
Owned
Prior to
Offering
|
| |
Number
Registered
for
Sale
Hereby
|
| |
Number
Beneficially
Owned
After
Offering
|
| |
Percent
Owned
After
Offering
|
| |
Number
Beneficially
Owned
Prior to
Offering
|
| |
Number
Registered
for
Sale
Hereby
|
| |
Number
Beneficially
Owned
After
Offering
|
| |
Percent
Owned
After
Offering
|
|
James Fu Bin Lu(1)
|
| |
40,316,686
|
| |
40,316,686
|
| |
40,316,686
|
| |
23.1%
|
| |
1,336,124
|
| |
1,336,124
|
| |
1,336,124
|
| |
3.6%
|
|
G. Raymond Zage, III(2)
|
| |
94,011,409
|
| |
94,011,409
|
| |
94,011,409
|
| |
49.5%
|
| |
16,423,762
|
| |
16,423,762
|
| |
16,423,762
|
| |
44.0%
|
|
J. Michael Gearon, Jr.(3)
|
| |
15,468,109
|
| |
15,468,109
|
| |
15,468,109
|
| |
8.9%
|
| |
519,775
|
| |
519,775
|
| |
519,775
|
| |
1.4%
|
|
Ashish Gupta(4)
|
| |
14,084,055
|
| |
14,084,055
|
| |
14,084,055
|
| |
%
|
| |
4,899,887
|
| |
4,899,887
|
| |
4,899,887
|
| |
13.1%
|
|
Jeremy Leonard Brest(5)
|
| |
10,548,557
|
| |
10,548,557
|
| |
10,548,557
|
| |
6.1%
|
| |
354,464
|
| |
354,464
|
| |
354,464
|
| |
*
|
|
David Ryan(6)
|
| |
20,000
|
| |
20,000
|
| |
20,000
|
| |
7.9%
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
Carman Wong(6)
|
| |
20,000
|
| |
20,000
|
| |
20,000
|
| |
*
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
137
|
|
| |
Shares of Common Stock
|
| |
Warrants to Purchase Common Stock
|
||||||||||||||||||
|
Name of Selling
Securityholder
|
| |
Number
Beneficially
Owned
Prior to
Offering
|
| |
Number
Registered
for
Sale
Hereby
|
| |
Number
Beneficially
Owned
After
Offering
|
| |
Percent
Owned
After
Offering
|
| |
Number
Beneficially
Owned
Prior to
Offering
|
| |
Number
Registered
for
Sale
Hereby
|
| |
Number
Beneficially
Owned
After
Offering
|
| |
Percent
Owned
After
Offering
|
|
Ben Falloon(6)
|
| |
20,000
|
| |
20,000
|
| |
20,000
|
| |
*
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
*
|
Less than one percent.
|
|
(1)
|
Mr. Lu is the chairperson of our board of directors. Consists of (i) 38,425,923 shares of Common Stock held by Longview
Capital SVH LLC, a Washington limited liability company (“Longview SVH”), (ii) 1,336,124 Warrants held by Longview SVH and (iii) an option to acquire 554,639 shares of Common Stock within 60 days of Closing. Longview SVH is 100% owned
by Longview Grindr Holdings Limited, a British Virgin Islands company (“Longview Grindr”), which in turn is 100% owned by Longview Capital Holdings LLC, a Washington limited liability company (“Longview”), which is 100% owned by Mr. Lu.
Mr. Lu, Longview Grindr and Longview may be deemed to have the right to exercise voting and investment power over the shares held by Longview SVH. Mr. Lu, Longview Grindr and Longview each disclaim any beneficial ownership of the
securities held by Longview SVH, respectively, other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Longview SVH has pledged 38,425,923 shares of Common Stock and 1,336,124 Warrants to certain
lenders in connection with a financing arrangement. The business address for Mr. Lu, Longview SVH, Longview Grindr and Longview is 428 East Street Ste E, Grinnell, IA 50112.
|
|
(2)
|
Mr. Zage is a member of our board of directors. Mr. Zage was also the former chairman and Chief Executive Officer of Tiga and
resigned in connection with the Business Combination. Consists of (i) 72,006,333 shares of Common Stock held by Tiga SVH Investments Limited, a Cayman Islands company (“Tiga SVH”), (ii) 2,503,762 Warrants held by Tiga SVH,
(iii) 5,200,000 shares of Common Stock held by Mr. Zage, (iv) 13,920,000 Warrants held by Mr. Zage and (v) an option to acquire 381,314 shares of Common Stock within 60 days of Closing. Tiga SVH is 100% owned by Tiga Investments Pte.
Ltd, a Singapore company (“Tiga Investments”), which is in turn 100% owned by Mr. Zage. Tiga Investments and Mr. Zage may be deemed to have the right to exercise voting and investment power over the shares held by Tiga SVH. Tiga
Investments and Mr. Zage each disclaim any beneficial ownership of the securities held by Tiga SVH, respectively, other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Tiga SVH has pledged
72,006,333 shares of Common Stock and 2,503,762 Warrants to certain lenders in connection with a financing arrangement. The business address for Mr. Zage, Tiga SVH and Tiga Investments is Ocean Financial Centre, Level 40, 10 Collyer
Quay, Singapore 049315.
|
|
(3)
|
Mr. Gearon is a member of our board of directors. Consists of (i) 14,948,334 shares of Common Stock held by 28th Street
Ventures LLC, a Georgia limited liability company (“28th Street”) and (ii) 519,775 Warrants held by 28th Street. Mr. Gearon and The 1997 Gearon Family Trust, by virtue of each of their 50% beneficial ownership of 28th Street, may be
deemed to have the right to exercise voting and investment power over the securities held by 28th Street. Mr. Gearon and The 1997 Gearon Family Trust disclaim any beneficial ownership of the securities held by 28th Street, respectively,
other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The business address for 28th Street, Mr. Gearon and The 1997 Gearon Family Trust is 3350 Riverwood Parkway, Suite 425, Atlanta, GA 30339.
|
|
(4)
|
Mr. Gupta was a former director and President of Tiga and resigned in connection with the Business Combination. Consists of
(i) 9,184,168 shares of Common Stock and (ii) 4,899,887 Warrants held by Mr. Gupta. Mr. Gupta has pledged 7,474,168 shares of Common Stock and 259,887 Warrants to certain lenders in connection with a financing arrangement. The business
address for Mr. Gupta is Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315.
|
|
(5)
|
Consists of (i) 10,194,093 shares of Common Stock and (ii) 354,464 Warrants, all of which have been pledged to certain lenders
in connection with a financing arrangement. The business address for Mr. Brest is 20A Cluny Park, Singapore 259634.
|
|
(6)
|
Messrs. Ryan and Falloon and Ms. Wong were former directors of Tiga and resigned in connection with the Business Combination.
|
138
The following summary of the material terms of
our securities is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to our Certificate of Incorporation, our Bylaws and the Warrants-related documents described herein, which
are exhibits to the registration statement of which this prospectus is a part. We urge you to read each of our Certificate of Incorporation, our Bylaws, and the Warrants-related documents described herein in their entirety for a complete
description of the rights and preferences of our securities.
Authorized and Outstanding Stock
Our Certificate of Incorporation authorizes the issuance of
1,100,000,000 shares of Grindr’s capital stock, consisting of (a) 1,000,000,000 shares of Common Stock and (b) 100,000,000 shares of preferred stock, having a par value per share of $0.0001 (the “Preferred Stock”). All of our issued and
outstanding shares of capital stock are duly authorized, validly issued, fully paid, and non-assessable. There were approximately 173,524,360 shares of Common Stock and no shares of Preferred Stock outstanding immediately after the Closing.
Common Stock
Voting Power
Except as otherwise required by law or as otherwise provided in
any certificate of designation for any series of Preferred Stock, under the Certificate of Incorporation, the holders of Common Stock are entitled to vote on each matter submitted to a vote of stockholders and are entitled to one vote for each
share of Common Stock held of record by such holder as of the record date for determining stockholders entitled to vote on such matter, including the election or removal of directors. The holders of Common Stock shall at all times vote together
as one class on all matters submitted to a vote of Common Stock under the Certificate of Incorporation.
Dividends
Subject to applicable law and the rights and preferences of any
holders of any outstanding shares of Preferred Stock, under the Certificate of Incorporation, dividends and distributions may be declared and paid ratably on the Common Stock out of the assets of Grindr that are legally available for this
purpose at such times and in such amounts as the Board in its discretion shall determine.
Liquidation, Dissolution and Winding Up
Subject to applicable law and the rights and preferences of any
holders of any shares of any outstanding series of Preferred Stock, in the event of any liquidation, dissolution, or winding-up of Grindr, whether voluntary or involuntary, after payment or provision for payment of our debts and other
liabilities and subject to the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to our
distribution of assets upon such dissolution, liquidation or winding up of Grindr, the holders of Common Stock are entitled to receive all our remaining assets available for distribution to stockholders, ratably in proportion to the number of
shares of Common Stock held by each such holder.
Preemptive or Other Rights
The holders of Common Stock have preemptive or other subscription
rights and there are no sinking fund or redemption provisions applicable to Common Stock.
Preferred Stock
Our Certificate of Incorporation authorizes 100,000,000 shares of
Preferred Stock and provides that shares of Preferred Stock may be issued, from time to time, in one or more series. The Board is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating,
optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board is able to, without stockholder approval, issue Preferred Stock with voting and other rights that
could adversely affect the voting power and other rights of the holders of Common Stock and could have anti-takeover effects. The ability of the Board to issue Preferred Stock without stockholder approval could have the effect of delaying,
deferring, or preventing a
139
change of control of us or the removal of existing management. We have no
Preferred Stock outstanding as of the date of this prospectus. Although we do not currently intend to issue any shares of Preferred Stock, we cannot assure you that we will not do so in the future. No shares of Preferred Stock were issued or
registered in connection with the Business Combination.
Founder Shares
In connection with the execution of the Merger Agreement, Legacy
Grindr, Tiga, Merger Sub I, the Sponsor, and the independent directors of Tiga entered into the Transaction Support Agreement. Pursuant to the terms of the Transaction Support Agreement, the Sponsor and the independent directors of Tiga agreed
to, among other things: (i) vote or cause their shares to vote in favor of the Business Combination, (ii) subject to certain exceptions, not transfer, sell, pledge, encumber, assign, grant an option with respect to, hedge, swap, convert or
otherwise dispose of their Tiga Class A ordinary shares, Tiga Class B ordinary shares or Tiga Warrants (including the Tiga Class A ordinary shares issuable upon exercise thereof) held by the Sponsor until the earlier of the Closing or the valid
termination of the Merger Agreement, (iii) not, directly or indirectly, solicit, initiate, continue or engage in alternative business combination proposals and (iv) waive applicable anti-dilution protections in Tiga’s memorandum and articles of
association with respect to the conversion of the Tiga Class B ordinary shares held by Sponsor upon consummation of the Business Combination.
The Tiga Class B ordinary shares automatically converted into
shares of Common Stock at the time of the First Merger on a one-for-one basis. As additional shares of Common Stock were issued in excess of the amounts sold in the initial public offering in connection with the Business Combination, the
Sponsor and the independent directors of Tiga waived their rights to have the ratio at which Tiga Class B ordinary shares were converted into shares of Common Stock be adjusted so that the number of shares of Common Stock issuable upon
conversion of all Tiga Class B ordinary shares equaled, in the aggregate, on an as-converted basis, approximately 19.8% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Class A ordinary shares
underlying the private placement warrants) upon the completion of the initial public offering, plus (ii) the total number of Tiga Class A ordinary shares issued or deemed issued or issuable upon the conversion or exercise of any equity-linked
securities or rights issued or deemed issued, by Tiga in connection with or in relation to the consummation of the initial business combination, excluding any Tiga Class A ordinary shares or equity-linked securities exercisable for or
convertible into Tiga Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the Business Combination and any private placement warrants issued to the Sponsor, its affiliates or any member of Tiga’s management team
upon conversion of working capital loans. Pursuant to the terms of the Transaction Support Agreement, the Sponsor and the independent directors of Tiga agreed to forego any adjustment to the conversion ratio in connection with the Business
Combination for their Tiga Class B ordinary shares and, as a result, the shares of Tiga Class B ordinary shares automatically converted into shares of Common Stock on a one-for-one basis upon consummation of the First Merger.
With certain limited exceptions, the founder shares are not
transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with the Sponsor and other permitted transferees, each of whom will be subject to the same transfer restrictions) until earlier
of (A) one year after the completion of the Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of our Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share
capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period commencing at least 150 days after the Business Combination, or (y) the date on which we complete a liquidation, merger,
share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their Grindr stock for cash, securities or other property.
Warrants
Public Shareholders’ Warrants
Pursuant to the terms of the Merger Agreement, each outstanding
Tiga Warrant to purchase Tiga Class A ordinary shares outstanding immediately prior to the First Merger, upon completion of the First Merger and the Domestication, became a warrant of Grindr exercisable for shares of Common Stock on identical
terms. Each whole warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of Tiga’s
initial public offering and thirty (30) days after the completion of the Business Combination. Pursuant to the terms of the
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Warrant Agreement between Grindr Inc. and Continental Stock Transfer & Trust
Company, dated November 23, 2022, as amended by that certain First Amendment to the Warrant Agreement, dated November 17, 2022 (collectively, the “Warrant Agreement”), a warrant holder may exercise its warrants only for a whole number of shares
of Common Stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years
after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We are not obligated to deliver any shares of Common Stock
pursuant to the exercise of a warrant and have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Common Stock issuable upon exercise of the warrants is
then effective and a current prospectus relating to those shares of Common Stock is available, subject to our satisfaction of our obligations described below with respect to registration, or a valid exemption from registration is available. No
warrant will be exercisable for cash or on a cashless basis (unless permitted by us in certain circumstances specified in the Warrant Agreement), and we will not be obligated to issue any shares to holders seeking to exercise their warrants,
unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two
immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration
statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Common Stock underlying such unit.
Redemption of Warrants for Cash when the price
per share of Common Stock equals or exceeds $18.00.
Once the warrants become exercisable, we may call the warrants for
redemption (except as described herein with respect to the private placement of warrants):
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in whole and not in part;
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•
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at a price of $0.01 per warrant;
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•
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upon a minimum of thirty (30) days’ prior written notice of redemption, to each warrant holder; and
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•
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if, and only if, the closing price of Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock
recapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30)-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to
the warrant holders.
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We will not redeem the warrants as described above unless a
registration statement under the Securities Act covering the issuance of the Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Common Stock is available throughout the
30-day redemption period. If and when the warrants become redeemable by, we may exercise its redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
We had established the last of the redemption criterion discussed
above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder
will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of Common Stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock capitalizations,
reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.
Redemption of Warrants for Cash when the price
per share of Common Stock equals or exceeds $10.00.
Once the warrants become exercisable, we may call the warrants for
redemption:
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in whole and not in part;
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•
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at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that 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 the table below, based on the redemption date and the “fair market value” of shares of Common Stock (as defined
below) except as otherwise described below;
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if, and only if, the closing price of Common Stock equals or exceeds $10.00 per public share (as adjusted for stock splits,
stock recapitalizations, reorganizations, recapitalizations and the like) for any twenty 20 trading days within the thirty (30)-trading day period ending three trading days before we send the notice of redemption to the warrant holders;
and
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if the closing price of Common Stock for any 20 trading days within a thirty (30)-trading day period ending on the third
trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock recapitalizations, reorganizations, recapitalizations and the like), the
private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
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Beginning on the date the notice of redemption is given until the
warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent the number of shares of Common Stock that a warrant holder will receive upon such cashless exercise
in connection with a redemption by pursuant to this redemption feature, based on the “fair market value” of shares of Common Stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not
redeemed for $0.10 per warrant), determined for these purposes based on volume weighted-average price of shares of Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders
of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. will provide warrant holders with the final fair market value no later than one
business day after the 10-trading day period described above ends.
The share prices set forth in the column headings of the table
below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price of a warrant is adjusted as set forth under the heading “—Anti-Dilution Adjustments” below. If the number of shares
issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares
deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in
the same manner and at the same time as the number of shares issuable upon exercise of a warrant. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “—Anti-Dilution
Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the
heading “—Anti-Dilution Adjustments” and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “—Anti-Dilution Adjustments” below, the adjusted share prices in the column
headings will equal the unadjusted share price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment.
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Fair Market Value of Class A Ordinary Shares
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Redemption Date
(period to expiration of warrants)
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≤$10.00
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$11.00
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$12.00
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$13.00
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$14.00
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$15.00
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$16.00
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$17.00
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$18.00≥
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15 months
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0.130
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0.164
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0.197
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0.230
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0.262
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0.291
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0.317
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0.342
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0.361
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12 months
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0.111
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0.146
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0.181
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0.216
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0.250
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0.282
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0.312
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0.339
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0.361
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9 months
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0.090
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0.125
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0.162
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0.199
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0.237
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0.272
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0.305
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0.336
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0.361
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6 months
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0.065
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0.099
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0.137
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0.178
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0.219
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0.259
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0.296
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0.331
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0.361
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3 months
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0.034
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0.065
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0.104
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0.150
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0.197
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0.243
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0.286
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0.326
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0.361
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0 months
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—
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—
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0.042
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0.115
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0.179
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0.233
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0.281
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0.323
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0.361
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The exact fair market value and redemption date may not be set
forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Common Stock to be issued for each warrant
exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as
applicable. For example, if the volume weighted-average price of shares of Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and
at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 shares of Common Stock for each whole warrant. For an example where the
exact fair market value and redemption date are not as set forth in the table above, if the volume weighted-average price of shares of Common Stock during the 10 trading days immediately following the date on which the notice of redemption is
sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 shares of
Common Stock for each whole warrant. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Common Stock per warrant (subject to adjustment). Finally, as
reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by pursuant to this redemption feature, since they will not be exercisable for
any shares of Common Stock.
This redemption feature differs from the typical warrant
redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the Common Stock exceeds $18.00 per share
for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the shares of Common Stock are trading at or above $10.00 per public share, which may be at a time when the
trading price of shares of Common Stock is below the exercise price of the warrants. Tiga had established this redemption feature to provide flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold
set forth above under “—Redemption of Warrants for Cash when the price per share of Common Stock equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption
pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the of Tiga’s initial public offering. This redemption right provides with an
additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to its capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed. will be required to pay
the applicable redemption price to warrant holders if chooses to exercise this redemption right and it will allow to quickly proceed with a redemption of the warrants if determines it is in its best interest to do so. As such, we would
presumably redeem the warrants in this manner when we believe it is in its best interest to update its capital structure to remove the warrants and pay the redemption price to the warrant holders.
As stated above, we can redeem the warrants when the shares of
Common Stock are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will presumably provide certainty with respect to our capital structure and cash position while providing warrant holders with the
opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the shares of Common Stock are trading at a price below the exercise price of the warrants, this could
result in the warrant holders receiving fewer shares of Common Stock than they would have received if they had chosen to wait to exercise their warrants for shares of Common Stock if and when such shares of Common Stock were trading at a price
higher than the exercise price of $11.50.
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No fractional shares of Common Stock will be issued upon
exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, will round down to the nearest whole number of the number of shares of Common Stock to be issued to the holder. We will use its commercially
reasonable efforts to register under the Securities Act the shares of Common Stock issuable upon the exercise of the warrants.
Redemption Procedures
A holder of a warrant may notify us in writing in the event it
elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s
actual knowledge, would beneficially own in excess of 9.8% (or other amount as specified by the holder) of the shares of Common Stock outstanding immediately after giving effect to such exercise.
Anti-Dilution Adjustments
If the number of outstanding shares of Common Stock is increased
by a capitalization or stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar event, then, on the effective date of such capitalization, stock dividend, split-up or similar event, the
number of shares of Common Stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of Common Stock. A rights offering made to all or substantially all holders of Common Stock
entitling holders to purchase shares of Common Stock at a price less than the “historical fair market value” (as defined below) will be deemed a stock dividend of a number of shares of Common Stock equal to the product of (1) the number of
shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Common Stock) multiplied by (2) one minus the quotient of
(x) the price per share of Common Stock paid in such rights offering and (y) the “historical fair market value.” For these purposes (1) if the rights offering is for securities convertible into or exercisable for Common Stock, in determining
the price payable for Common Stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (2) historical fair market value means the volume
weighted-average price per share of Common Stock as reported during the ten trading day period ending on the trading day prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights.
In addition, if we, at any time while the warrants are outstanding
and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock on account of such shares of Common Stock (or other securities of our capital stock into which the warrants are
convertible), other than (a) as described above or (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day
period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that result in an adjustment to the
exercise price or to the number of shares of Common Stock issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, then the warrant
exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Common Stock in respect of such event.
If the number of outstanding shares of Common Stock is decreased
by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event,
the number of shares of Common Stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of Common Stock.
Whenever the number of shares of Common Stock purchasable upon the
exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of
shares of Common Stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Common Stock so purchasable immediately thereafter.
In addition, if (x) we issue additional shares of Common Stock or
equity-linked securities for capital raising purposes in connection with the closing of our initial business combination, at an issue price or effective issue price of less than $9.20 per share of Common Stock (with such issue price or
effective issue price to be determined in good
144
faith by the Board), (the “Newly Issued Price”)
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial
business combination (net of redemptions), and (z) the volume weighted-average trading price of Common Stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination
(such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly
Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
In case of any reclassification or reorganization of the
outstanding shares of Common Stock (other than those described above or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of us with or into another corporation (other than a
consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or
entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon
the terms and conditions specified in the warrants and in lieu of the shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such
holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or
merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted-average of the kind and amount received per share by such holders in such consolidation or
merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders under circumstances in which, upon completion of such tender or exchange offer, the maker thereof,
together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange
Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding shares of Common Stock, the holder
of a warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant holder had exercised the warrant prior to the expiration
of such tender or exchange offer, accepted such offer and all of the shares of Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender
or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally, if less than 70% of the consideration receivable by the holders of Common Stock in such a transaction is payable in the
form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and
if the registered holder of the warrant properly exercises the warrant within thirty (30) days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the Warrant Agreement based on the per
share consideration minus Black-Scholes Warrant Value (as defined in the Warrant Agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction
occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.
The warrants were issued in registered form under the Warrant
Agreement. If you hold warrants, you should review a copy of the Warrant Agreement, which was filed as an exhibit to the IPO registration statement, for a description of the terms and conditions applicable to the warrants. The Warrant Agreement
provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the
terms of the warrants and the warrant agreement set forth in the Tiga prospectus, or defective provision, (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement
or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant
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agreement as the parties to the warrant agreement may deem necessary or desirable
and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 65% of the then-outstanding public warrants is required to make any change that
adversely affects the interests of the registered holders.
The warrant holders do not have the rights or privileges of
holders of shares of Common Stock and any voting rights until they exercise their warrants and receive shares of Common Stock. After the issuance of shares of Common Stock upon exercise of the warrants, each holder will be entitled to one vote
for each share held of record on all matters to be voted on by our stockholders.
No fractional warrants will be issued upon separation of the units
and only whole warrants will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number shares of Common Stock to
be issued to the warrant holder.
The parties to the Warrant Agreement have agreed that, subject to
applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
District of New York, and such parties irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This provision applies to claims under the Securities Act but does not
apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.
Private Placement Warrants
Except as described below, the private placement warrants have
terms and provisions that are identical to those of the warrants sold as part of the units in the initial public offering. The private placement warrants (including Common Stock issuable upon exercise of the private placement warrants) are not
transferable, assignable or salable until 30 days after the completion of our initial business combination (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with the Sponsor) and
they will not be redeemable by us (except as described under “—Redemption of Warrants for Cash when the price per share of Common Stock equals or exceeds $10.00”) so long as they are held by the Sponsor or its permitted transferees. The
Sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis. If the private placement warrants are held by holders other than the Sponsor or its permitted transferees, the private
placement warrants will be redeemable by us and exercisable by the holders on the same basis as the public warrants. Any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the
private placement warrants requires a vote of holders of at least 65% of the number of the then outstanding private placement warrants.
Except as described under “—Redemption of Warrants for Cash when
the price per share of Common Stock equals or exceeds $10.00,” if holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares
of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the warrants, multiplied by the excess of the “Sponsor fair market value” (defined below) over the exercise price per
share of the warrants by (y) the Sponsor fair market value. The Sponsor “fair market value” shall mean the average closing price per share of Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which
the notice of warrant exercise is sent to the warrant agent.
Dividends
We have not paid any cash dividends on our shares to date and did
not pay cash dividends prior to the Closing. The payment of cash dividends in the future (following the Closing) will be dependent upon our revenues and income, if any, capital requirements, the terms of any outstanding indebtedness and general
financial condition subsequent to the Business Combination. The payment of any cash dividends subsequent the Business Combination will be within the discretion of the Board at such time. In addition, the Board is not currently contemplating and
does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Exclusive Forum
Our Certificate of Incorporation requires, to the fullest extent
permitted by law, that (i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of
146
our directors, officers or shareholders to us or our stockholders, (iii) any
action asserting a claim against us arising pursuant to any provision of the DGCL or Certificate of Incorporation or the Bylaws, (iv) any action arising pursuant to any provision of the DGCL, the Bylaws or the Certificate of Incorporation or
(v) any action asserting a claim against us or any current or former director, officer or stockholder governed by the internal affairs doctrine will have to be brought in a state court located within the state of Delaware (or if no state court
of the State of Delaware has jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. The foregoing provision
will not apply to claims arising under the Securities Act, the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. Unless we consent in writing to the selection of an alternative forum,
to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act and the Exchange
Act.
Limitations on Liability and Indemnification of Officers and
Directors
Under our Certificate of Incorporation, none of our directors or
officers will be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same
exists or may be amended. We have entered into customary indemnification agreements, the form of which is attached hereto as Exhibit 10.2, with each of our officers and directors that provide them, in general, with customary indemnification in
connection with their service to us or on our behalf.
Corporate Opportunities
Our organizational documents provide that, to the fullest extent
permitted by law, we will renounce any entitlement to certain corporate opportunities offered to any of the non-interested stockholders or any of their respective officers, directors, employees, equity holders, members, and principals, other
than those opportunities that are expressly and solely offered in connection with such person’s service as a member of our Board.
Our Transfer Agent and Warrant Agent
The transfer agent for our Common Stock and warrant agent for our
Warrants is Continental Stock Transfer & Trust Company (“CST”). We have agreed to indemnify CST in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees against all claims
and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any claims and losses due to any gross negligence or intentional willful misconduct or bad faith of the indemnified person or entity.
Transfer Agent
The transfer agent for our securities is CST. CST’s address is One
State Street Plaza, 30th Floor New York, New York 10004.
Exchange Listing
Our Common Stock and Public Warrants are listed on NYSE under the
symbols “GRND” and “GRND.WS,” respectively.
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The following discussion is a summary of material U.S. federal
income tax considerations generally applicable to the purchase, ownership and disposition of our Common Stock and the purchase, exercise, disposition and lapse of our Warrants. The Common Stock and the Warrants are collectively referred to
herein as our securities. All prospective holders of our securities should consult their tax advisors with respect to the U.S. federal, state, local, and non-U.S. tax consequences of the purchase, ownership, and disposition of our securities.
This discussion is not a complete analysis of all potential U.S.
federal income tax consequences relating to the purchase, ownership, and disposition of our securities. This summary is based upon current provisions of the U.S. Internal Revenue Code of 1986, as amended, which we refer to as the Code, existing
U.S. Treasury Regulations promulgated thereunder, published administrative pronouncements, and rulings of the U.S. Internal Revenue Service, which we refer to as the IRS, and judicial decisions, all as in effect as of the date of this
prospectus. These authorities are subject to change and differing interpretation, possibly with retroactive effect. Any change or differing interpretation could alter the tax consequences to holders described in this discussion. There can be no
assurance that a court or the IRS will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling with respect to the U.S. federal income tax consequences to a holder of
the purchase, ownership, or disposition of our securities. We assume in this discussion that a holder holds our securities as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This
discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular holder in light of that holder’s individual circumstances, nor does it address the special tax accounting rules under Section 451(b) of
the Code, any alternative minimum, Medicare contribution, estate or gift tax consequences, or any aspects of U.S. state, local or non-U.S. taxes, or any other U.S. federal tax laws. This discussion also does not address consequences relevant to
holders subject to special tax rules, such as holders that own, or are deemed to own, more than 5% of our capital stock (except to the extent specifically set forth below), corporations that accumulate earnings to avoid U.S. federal income tax,
tax-exempt organizations, governmental organizations, banks, financial institutions, investment funds, insurance companies, brokers, dealers or traders in securities, commodities or currencies, regulated investment companies or real estate
investment trusts, persons that have a “functional currency” other than the U.S. dollar, tax-qualified retirement plans, holders who hold or receive our securities pursuant to the exercise of employee stock options or otherwise as compensation,
holders holding our securities as part of a hedge, straddle, or other risk reduction strategy, conversion transaction or other integrated investment, holders deemed to sell our securities under the constructive sale provisions of the Code,
passive foreign investment companies, controlled foreign corporations, and certain former U.S. citizens or long-term residents.
In addition, this discussion does not address the tax treatment of
partnerships (or entities or arrangements that are treated as partnerships for U.S. federal income tax purposes) or persons that hold our securities through such partnerships. If a partnership, including any entity or arrangement treated as a
partnership for U.S. federal income tax purposes, holds our securities, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Such
partners and partnerships should consult their tax advisors regarding the tax consequences of the purchase, ownership and disposition of our securities.
For purposes of this discussion, a “U.S. Holder” means a
beneficial owner of our securities (other than a partnership or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is, for U.S. federal income tax purposes:
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an individual who is a citizen or resident of the United States;
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a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in the United
States or under the laws of the United States or of any state thereof or the District of Columbia;
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an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
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a trust if (a) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons
have the authority to control all of the trust’s substantial decisions or (b) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.
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For purposes of this discussion, a “non-U.S. Holder” is a
beneficial owner of our securities that is neither a U.S. Holder nor a partnership or an entity or arrangement treated as a partnership for U.S. federal income tax purposes.
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Tax Considerations Applicable to U.S. Holders
Taxation of Distributions
If we pay distributions or make constructive distributions (other
than certain distributions of our stock or rights to acquire our stock) to U.S. Holders of shares of our Common Stock, such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our
current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that will be applied against
and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Common Stock and will be treated as described under “U.S. Holders—Gain or Loss on Sale, Taxable Exchange, or Other Taxable Disposition of Common Stock” below.
Dividends we pay to a U.S. Holder that is a taxable corporation
will generally qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including dividends treated as investment income for purposes of investment interest deduction limitations), and
provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder will generally constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. If
the holding period requirements are not satisfied, a corporation may not be able to qualify for the dividends received deduction and would have taxable income equal to the entire dividend amount, and non-corporate holders may be subject to tax
on such dividend at ordinary income tax rates instead of the preferential rates that apply to qualified dividend income.
Gain or Loss on Sale, Taxable Exchange, or Other
Taxable Disposition of Common Stock
A U.S. Holder generally will recognize gain or loss on the sale,
taxable exchange, or other taxable disposition of our Common Stock. Any such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder’s holding period for the Common Stock so disposed of exceeds
one year. The amount of gain or loss recognized will generally be equal to the difference between (1) the sum of the amount of cash and the fair market value of any property received in such disposition and (2) the U.S. Holder’s adjusted tax
basis in its Common Stock so disposed of. A U.S. Holder’s adjusted tax basis in its Common Stock will generally equal the U.S. Holder’s acquisition cost for such Common Stock (or, in the case of Common Stock received upon exercise of a Warrant,
the U.S. Holder’s initial basis for such Common Stock, as discussed below), less any prior distributions treated as a return of capital. Long-term capital gains recognized by non-corporate U.S. Holders are generally eligible for reduced rates
of tax. If the U.S. Holder’s holding period for the Common Stock so disposed of is one year or less, any gain on a sale or other taxable disposition of the shares would be subject to short-term capital gain treatment and would be taxed at
ordinary income tax rates. The deductibility of capital losses is subject to limitations.
Exercise of a Warrant
Except as discussed below with respect to the cashless exercise of
a Warrant, a U.S. Holder generally will not recognize taxable gain or loss upon exercise of a Warrant for cash. The U.S. Holder’s initial tax basis in the share of our Common Stock received upon exercise of the Warrant will generally be an
amount equal to the sum of the U.S. Holder’s acquisition cost of the Warrant and the exercise price of such Warrant. It is unclear whether a U.S. Holder’s holding period for the Common Stock received upon exercise of the Warrant would commence
on the date of exercise of the Warrant or the day following the date of exercise of the Warrant; however, in either case the holding period will not include the period during which the U.S. Holder held the Warrants.
In certain circumstances, the Warrants may be exercised on a
cashless basis. The U.S. federal income tax treatment of an exercise of a warrant on a cashless basis is not clear, and could differ from the consequences described above. It is possible that a cashless exercise could be a taxable event. U.S.
holders are urged to consult their tax advisors as to the consequences of an exercise of a Warrant on a cashless basis, including with respect to their holding period and tax basis in the Common Stock received upon exercise of the Warrant.
Sale, Exchange, Redemption or Expiration of a
Warrant
Upon a sale, exchange (other than by exercise), redemption, or
expiration of a Warrant, a U.S. Holder will recognize taxable gain or loss in an amount equal to the difference between (1) the amount realized upon such disposition or expiration and (2) the U.S. Holder’s adjusted tax basis in the Warrant. A
U.S. Holder’s adjusted tax basis in its Warrants will generally equal the U.S. Holder’s acquisition cost, increased by the amount of any
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constructive distributions included in income by such U.S. Holder (as described
below under “Tax Considerations Applicable to U.S. Holders—Possible Constructive Distributions”). Such gain or loss generally will be treated as long-term capital gain or loss if the Warrant is held by
the U.S. Holder for more than one year at the time of such disposition or expiration.
If a Warrant is allowed to lapse unexercised, a U.S. Holder will
generally recognize a capital loss equal to such holder’s adjusted tax basis in the Warrant. Any such loss generally will be a capital loss and will be long-term capital loss if the Warrant is held for more than one year. Because the term of
the Warrants is more than one year, a U.S. Holder’s capital loss will be treated as a long-term capital loss. The deductibility of capital losses is subject to certain limitations.
Possible Constructive Distributions
The terms of each Warrant provide for an adjustment to the number
of shares of Common Stock for which the Warrant may be exercised or to the exercise price of the Warrant in certain events, as discussed in the section of this prospectus titled “Description of our
Securities—Warrants.” An adjustment which has the effect of preventing dilution generally should not be a taxable event. Nevertheless, a U.S. Holder of Warrants would be treated as receiving a constructive distribution from us if, for
example, the adjustment increases the holder’s proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of shares of Common Stock that would be obtained upon exercise or an adjustment to the exercise
price of the Warrant) as a result of a distribution of cash to the holders of shares of our Common Stock which is taxable to such holders as a distribution. Such constructive distribution would be subject to tax as described above under “Tax Considerations Applicable to U.S. Holders—Taxation of Distributions” in the same manner as if such U.S. Holder received a cash distribution from us on Common Stock equal to the fair market value of such
increased interest.
Information Reporting and Backup Withholding.
In general, information reporting requirements may apply to
dividends paid to a U.S. Holder and to the proceeds of the sale or other disposition of our shares of Common Stock and Warrants, unless the U.S. Holder is an exempt recipient. Backup withholding may apply to such payments if the U.S. Holder
fails to provide a taxpayer identification number (or furnishes an incorrect taxpayer identification number) or a certification of exempt status, or has been notified by the IRS that it is subject to backup withholding (and such notification
has not been withdrawn).
Backup withholding is not an additional tax. Any amounts withheld
under the backup withholding rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided the required information is timely furnished to the IRS. Taxpayers should
consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.
Tax Considerations Applicable to Non-U.S. Holders
Taxation of Distributions
In general, any distributions (including constructive
distributions) we make to a non-U.S. Holder of shares on our Common Stock, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S.
federal income tax purposes and, provided such dividends are not effectively connected with the non-U.S. Holder’s conduct of a trade or business within the United States or, if an applicable tax treaty so requires, are not attributable to a
U.S. permanent establishment or fixed base maintained by the non-U.S. Holder, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such non-U.S. Holder is eligible for a reduced rate of withholding
tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). In the case of any constructive dividend (as described below under
“Tax Considerations Applicable to Non-U.S. Holders—Possible Constructive Distributions”), it is possible that this tax would be withheld from any amount owed to a non-U.S. Holder by the applicable
withholding agent, including cash distributions on other property or sale proceeds from Warrants or other property subsequently paid or credited to such holder. Any distribution not constituting a dividend will be treated first as reducing (but
not below zero) the non-U.S. Holder’s adjusted tax basis in its shares of our Common Stock and, to the extent such distribution exceeds the non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the Common
Stock, which
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will be treated as described under “Tax
Considerations Applicable to Non-U.S. Holders—Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock and Warrants” below. In addition, if we determine that we are likely to be classified as a “United States real
property holding corporation” (see the section titled “Tax Considerations Applicable to Non-U.S. Holders—Gain on Sale, Exchange, or Other Taxable Disposition of Common Stock and Warrants” below), we will
withhold 15% of any distribution that exceeds our current and accumulated earnings and profits.
Dividends we pay to a non-U.S. Holder that are effectively
connected with such non-U.S. Holder’s conduct of a trade or business within the United States (and if a tax treaty applies are attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder) will generally not be
subject to U.S. withholding tax, provided such non-U.S. Holder complies with certain certification and disclosure requirements (generally by providing an IRS Form W-8ECI). Instead, such dividends generally will be subject to U.S. federal income
tax, net of certain deductions, at the same individual or corporate rates applicable to U.S. Holders. If the non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a “branch profits tax” at a
rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).
Exercise of a Warrant
The U.S. federal income tax treatment of a non-U.S. Holder’s
exercise of a Warrant will generally correspond to the U.S. federal income tax treatment of the exercise of a Warrant by a U.S. Holder, as described under “Tax Considerations Applicable to U.S. Holders—Exercise
of a Warrant” above, although to the extent a cashless exercise results in a taxable exchange, the tax consequences to the non-U.S. Holder would be the same as those described below in “Tax
Considerations Applicable to Non-U.S. Holders—Gain on Sale, Exchange or Other Taxable Disposition of Common Stock and Warrants.”
Gain on Sale, Exchange or Other Taxable
Disposition of Common Stock and Warrants
A non-U.S. Holder generally will not be subject to U.S. federal
income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of our Common Stock or Warrants or an expiration or redemption of our Warrants, unless:
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the gain is effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States
(and, if an applicable tax treaty so requires, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder);
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the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of
disposition and certain other conditions are met; or
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we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time
during the shorter of the five-year period ending on the date of disposition or the period that the non-U.S. Holder held our Common Stock or Warrants and, in the case where shares of our Common Stock are regularly traded on an
established securities market, (i) the non-U.S. Holder is disposing of our Common Stock and has owned, directly or constructively, more than 5% of our Common Stock at any time within the shorter of the five-year period preceding the
disposition or such Non-U.S. Holder’s holding period for the shares of our Common Stock or (ii), in the case where our Warrants are regularly traded on an established securities market, the non-U.S. Holder is disposing of our Warrants
and has owned, directly or constructively, more than 5% of our Warrants at any time within the within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our Warrants.
There can be no assurance that our Common Stock or Warrants will be treated as regularly traded or not regularly traded on an established securities market for this purpose.
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Gain described in the first bullet point above will be subject to
tax at generally applicable U.S. federal income tax rates as if the non-U.S. Holder were a U.S. resident. Any gains described in the first bullet point above of a non-U.S. Holder that is a foreign corporation may also be subject to an
additional “branch profits tax” at a 30% rate (or lower applicable treaty rate). Gain described in the second bullet point above will generally be subject to a flat 30% U.S. federal income tax. Non-U.S. Holders are urged to consult their tax
advisors regarding possible eligibility for benefits under income tax treaties.
If the third bullet point above applies to a non-U.S. Holder and
applicable exceptions are not available, gain recognized by such holder on the sale, exchange or other disposition of our Common Stock or Warrants, as
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applicable, will be subject to tax at generally applicable U.S. federal income tax
rates. In addition, a buyer of our Common Stock or Warrants from such holder may be required to withhold U.S. income tax at a rate of 15% of the amount realized upon such disposition. We will be classified as a United States real property
holding corporation if the fair market value of our “United States real property interests” equals or exceeds 50% of the sum of the fair market value of our worldwide real property interests plus our other assets used or held for use in a trade
or business, as determined for U.S. federal income tax purposes. We do not believe we currently are or will become a United States real property holding corporation, however there can be no assurance in this regard. Non-U.S. Holders are urged
to consult their tax advisors regarding the application of these rules.
Possible Constructive Distributions
The terms of each Warrant provide for an adjustment to the number
of shares of Common Stock for which the Warrant may be exercised or to the exercise price of the Warrant in certain events, as discussed in the section titled “Description of our Securities—Warrants.” An
adjustment which has the effect of preventing dilution generally should not be a taxable event. Nevertheless, a non-U.S. Holder of Warrants would be treated as receiving a constructive distribution from us if, for example, the adjustment
increases the holder’s proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of shares of Common Stock that would be obtained upon exercise or an adjustment to the exercise price of the Warrant)
as a result of a distribution of cash to the holders of shares of our Common Stock which is taxable to such holders as a distribution. A non-U.S. Holder would be subject to U.S. federal income tax withholding as described above under “Non-U.S. Holders—Taxation of Distributions” under that section in the same manner as if such non-U.S. Holder received a cash distribution from us on Common Stock equal to the fair market value of such
increased interest.
Foreign Account Tax Compliance Act
Provisions of the Code and Treasury Regulations and administrative
guidance promulgated thereunder commonly referred as the “Foreign Account Tax Compliance Act” (“FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends (including
constructive dividends) in respect of our securities which are held by or through certain foreign financial institutions (including investment funds), unless any such institution (1) enters into, and complies with, an agreement with the IRS to
report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to
withhold on certain payments, or (2) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with
the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which our securities are held will affect the determination of
whether such withholding is required. Similarly, dividends in respect of our securities held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a
rate of 30%, unless such entity either (1) certifies to us or the applicable withholding agent that such entity does not have any “substantial United States owners” or (2) provides certain information regarding the entity’s “substantial United
States owners,” which will in turn be provided to the U.S. Department of Treasury. Withholding under FATCA was scheduled to apply to payments of gross proceeds from the sale or other disposition of property that produces U.S.-source interest or
dividends, however, the IRS released proposed regulations that, if finalized in their proposed form, would eliminate the obligation to withhold on such gross proceeds. Although these proposed Treasury Regulations are not final, taxpayers
generally may rely on them until final Treasury Regulations are issued. Prospective investors should consult their tax advisors regarding the possible implications of FATCA on their investment in our securities.
Information Reporting and Backup Withholding
Information returns will be filed with the IRS in connection with
payments of dividends and the proceeds from a sale or other disposition of our Common Stock and Warrants. A non-U.S. Holder may have to comply with certification procedures to establish that it is not a United States person in order to avoid
information reporting and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty generally will satisfy the certification requirements necessary to avoid the backup
withholding as well. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a non-U.S. Holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such
holder to a refund, provided that the required information is timely furnished to the IRS.
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We are registering the issuance by us of up to
37,360,000 shares of Common Stock, consisting of (i) up to 18,560,000 shares of Common Stock that are issuable upon the exercise of up to 18,560,000 Private Placement Warrants, (ii) up to 13,800,000 shares of Common Stock that are issuable upon
the exercise of up to 13,800,000 Public Warrants, and (iii) up to 5,000,000 shares of Common Stock that are issuable upon the exercise of up to 5,000,000 Legacy Grindr Warrants.
We are also registering the resale by the
selling securityholders or their permitted transferees, from time to time, of (i) up to 174,514,804 shares of Common Stock (including up to 143,118,851 shares of Common Stock issued to certain equityholders of Legacy Grindr, up to 5,000,000
shares of Common Stock that are issuable upon the exercise of the Legacy Grindr Warrants, up to 935,953 shares of Common Stock acquirable upon the exercise of certain options, and up to 18,560,000 shares of Common Stock issuable upon the
exercise of the Private Placement Warrants) and (ii) up to 23,560,000 Warrants, consisting of up to 18,560,000 Private Placement Warrants and up to 5,000,000 Legacy Grindr Warrants.
We are required to pay all fees and expenses
incident to the registration of the securities to be offered and sold pursuant to this prospectus. The selling securityholders will bear all commissions and discounts, if any, attributable to their sale of securities.
We will not receive any of the proceeds from
the sale of the securities by the selling securityholders. We will receive proceeds from Warrants exercised in the event that such Warrants are exercised for cash. The aggregate proceeds to the selling securityholders will be the purchase price
of the securities less any discounts and commissions borne by such selling securityholders.
The shares of Common Stock and Warrants
beneficially owned by the selling securityholders covered by this prospectus may be offered and sold from time to time by the selling securityholders. The term “selling securityholders” includes donees, pledgees, transferees or other successors
in interest selling securities received after the date of this prospectus from a selling securityholder as a gift, pledge, partnership distribution or other transfer. The selling securityholders will act independently of us in making decisions
with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to the then current market
price or in negotiated transactions. The selling securityholders may sell their securities by one or more of, or a combination of, the following methods:
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purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;
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ordinary brokerage transactions and transactions in which the broker solicits purchasers;
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block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
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an over-the-counter distribution in accordance with the rules of NYSE;
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through trading plans entered into by a selling securityholder pursuant to Rule 10b5-1 under the Exchange Act that are in
place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;
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short sales;
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distribution to employees, members, limited partners or stockholders of the selling securityholders;
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through the writing or settlement of options or other hedging transaction, whether through an options exchange or otherwise;
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by pledge to secured debts and other obligations;
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delayed delivery arrangements;
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to or through underwriters or broker-dealers;
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in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at
the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through
sales agents;
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in privately negotiated transactions;
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in options transactions;
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through a combination of any of the above methods of sales; or
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any other method permitted pursuant to applicable law.
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In addition, any securities that qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this prospectus.
In addition, a selling securityholder that is an entity may elect
to make a pro rata in-kind distribution of securities to its members, partners or stockholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members,
partners or stockholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the extent a distributee is our affiliate (or to the extent otherwise required by law), we may, at our
option, file a prospectus supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.
The selling securityholders may sell the securities at prices then
prevailing, related to the then prevailing market price or at negotiated prices. The offering price of the securities from time to time will be determined by the selling securityholders and, at the time of the determination, may be higher or
lower than the market price of our securities on the NYSE or any other exchange or market. The selling securityholders have the sole and absolute discretion not to accept any purchase offer or make any sale of securities if they deem the
purchase price to be unsatisfactory at any particular time or for any other reason.
To the extent required, this prospectus may be amended or
supplemented from time to time to describe a specific plan of distribution. In connection with distributions of the securities or otherwise, the selling securityholders may enter into hedging transactions with broker-dealers or other financial
institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the securities in the course of hedging the positions they assume with selling securityholders. The selling
securityholders may also sell the securities short and redeliver the securities to close out such short positions. The selling securityholders may also enter into option or other transactions with broker-dealers or other financial institutions
that require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented
or amended to reflect such transaction). The selling securityholders may also pledge securities to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other financial institution, may effect sales of the
pledged securities pursuant to this prospectus (as supplemented or amended to reflect such transaction).
In order to facilitate the offering of the securities, any
underwriters, broker-dealers or agents, as the case may be, involved in the offering of such securities may engage in transactions that stabilize, maintain or otherwise affect the price of our securities. Specifically, the underwriters,
broker-dealers or agents, as the case may be, may overallot in connection with the offering, creating a short position in our securities for their own account. In addition, to cover overallotments or to stabilize the price of our securities,
the underwriters, broker-dealers or agents, as the case may be, may bid for, and purchase, such securities in the open market. Finally, in any offering of securities through a syndicate of underwriters, the underwriting syndicate may reclaim
selling concessions allotted to an underwriter or a broker-dealer for distributing such securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. The underwriters, broker-dealers or agents, as the case may be, are not required to
engage in these activities, and may end any of these activities at any time.
It is possible that one or more underwriters may make a market in
our securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for our securities.
In effecting sales, broker-dealers or agents engaged by the
selling securityholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the selling securityholders in amounts to be negotiated immediately prior to the sale.
In offering the securities covered by this prospectus, the selling
securityholders and any broker-dealers who execute sales for the selling securityholders may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. Any profits realized by the selling
securityholders and the compensation of any broker-dealer may be deemed to be underwriting discounts and commissions.
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In order to comply with the securities laws of certain states,
if applicable, the securities must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states, the securities may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
We have advised the selling securityholders that the
anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of securities in the market and to the activities of the selling securityholders and their affiliates. In addition, we will make copies of this prospectus
available to the selling securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling securityholders may indemnify any broker-dealer that participates in transactions involving the sale
of the securities against certain liabilities, including liabilities arising under the Securities Act.
At the time a particular offer of securities is made, if required,
a prospectus supplement will be distributed that will set forth the number of securities being offered and the terms of the offering, including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, any
discount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the public.
We have agreed to indemnify the selling securityholders against
certain liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the Warrants or shares of Common Stock offered by this prospectus. We and/or the Selling Securityholders may
indemnify any broker or underwriter that participates in transactions involving the sale of the securities against certain liabilities, including liabilities arising under the Securities Act.
We have agreed with the selling securityholders to keep the
registration statement of which this prospectus constitutes a part effective until such time as all of the securities covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or such
securities have been withdrawn or, in the case of shares issued pursuant to the Subscription Agreements, until three years from the effective date of this registration statement.
155
The validity of the securities offered hereby will be passed upon for
us by Cooley LLP.
The consolidated financial statements of Grindr Group LLC and
Subsidiaries at December 31, 2021 and 2020, and for the year ended December 31, 2021, and the period from June 11, 2020 through December 31, 2020 (Successor), and the consolidated financial statements of Grindr, Inc. and Subsidiaries for the
period from January 1, 2020 through June 10, 2020, and for the year ended December 31, 2019 (Predecessor), appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public
accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of San Vicente Offshore
Holdings (Cayman) Limited and Subsidiaries at December 31, 2021 and 2020, and for the year ended December 31, 2021 and the period from February 18, 2020 through December 31, 2020, appearing in this Prospectus and Registration Statement have
been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt about San Vicente Offshore
Holdings (Cayman) Limited and Subsidiaries' ability to continue as a going concern as described in Note 1 to the consolidated financial statements) appearing elsewhere herein, and are included in reliance upon such report given on the authority
of such firm as experts in accounting and auditing.
The financial statements of Tiga Acquisition Corp. as of December
31, 2021 and 2020, for the year ended December 31, 2021 for the period from July 26, 2020 (inception) through December 31, 2020 included in this Prospectus and in the Registration Statement have been so included in reliance on the report of
WithumSmith+Brown, PC, an independent registered public accounting firm, appearing elsewhere herein and in the Registration Statement, given on the authority of said firm as experts in auditing and accounting.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
On November 18, 2022, the Board approved the engagement of Ernst
& Young LLP (“EY”) as the Company’s independent registered public accounting firm for the year ending December 31, 2022, subject to the satisfactory completion of their client acceptance procedures.
EY previously served as the independent registered public accounting firm of Legacy Grindr prior to the Business Combination. Accordingly, WithumSmith+Brown, PC (“Withum”), Tiga’s independent registered
public accounting firm prior to the Business Combination, was informed on November 18, 2022 that it would be replaced by EY as the Company’s independent registered public accounting firm.
Withum’s report of independent registered public accounting firm
dated March 22, 2022 on Tiga’s balance sheet as of December 31, 2021 and 2020, the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2021 and for the period from July 27, 2020
(Tiga’s inception) through December 31, 2020 and the related notes to the financial statements did not contain any adverse opinion or disclaimer of opinion, except for an explanatory paragraph as to Tiga's ability to continue as a going
concern, and were not qualified or modified as to uncertainties, audit scope or accounting principles. During the period from July 27, 2020 through December 31, 2021 and the subsequent interim period through November 18, 2022, there were no
“disagreements” (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K) with Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of Withum, would have caused Withum to make reference thereto in its reports on Tiga’s financial statements for such periods.
During the period from July 27, 2020 through December 31, 2021 and
the subsequent interim period through November 18, 2022, there have been no “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K), other than the material weakness in internal controls identified by management
over financial reporting, which has been remediated by Tiga during the six months ended June 30, 2022. During the period from July 27, 2020 through December 31, 2021 and the subsequent interim period through November 18, 2022, neither the
Company, nor anyone on the Company’s behalf consulted with EY regarding (i) the application of accounting principles to a specified transaction (either completed or proposed); or the type of audit opinion that might be rendered on the Company’s
financial statements, and no written report or oral advice was provided to the Company
156
by EY that EY concluded was an important factor considered by the Company in
reaching a decision as to such accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a
“reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Withum with a copy of the disclosures
made by the registrant in this Item 4.01 in response to Item 304(a) of Regulation S-K under the Exchange Act of 1934, as amended (the “Exchange Act”) and requested that Withum furnish the Company with a letter addressed to the SEC stating
whether it agrees with the statements made by the registrant in this Item 4.01 in response to Item 304(a) of Regulation S-K under the Exchange Act and, if not, stating the respects in which it does not agree. A letter from Withum is attached
hereto as Exhibit 16.1.
We have filed with the SEC a registration statement on Form S-1
under the Securities Act, with respect to the securities being offered by this prospectus. This prospectus, which constitutes part of the registration statement, does not contain all of the information in the registration statement and its
exhibits. For further information with respect to us and the securities offered by this prospectus, we refer you to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract or any
other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects
by this reference. You can read our SEC filings, including the registration statement, over the internet at the SEC’s website at www.sec.gov.
We are subject to the information reporting requirements of the
Exchange Act, and we file reports, proxy statements, and other information with the SEC. These reports, proxy statements, and other information will be available for review at the SEC’s website at www.sec.gov. We also maintain a website at
www.grindr.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our
website is not part of this prospectus.
Our website address is www.grindr.com. Through our website, we
make available, free of charge, the following documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC, including our Annual Reports on Form 10-K; our proxy statements for our annual and
special stockholder meetings; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; Forms 3, 4, and 5 and Schedules 13D with respect to our securities filed on behalf of our directors and our executive officers; and amendments to
those documents. The information contained on, or that may be accessed through, our website is not a part of, and is not incorporated into, this prospectus.
157
Defined terms included below shall have the
same meaning as terms defined and included elsewhere in this prospectus.
Introduction
The unaudited pro forma combined financial information of Grindr
Inc. has been prepared in accordance with Article 11 of Regulation S-X and presents the combination of the historical financial information of Tiga and Legacy Grindr adjusted to give effect to the Business Combination and the other related
events contemplated by the Merger Agreement. The unaudited pro forma combined financial information also gives effect to certain completed or probable transactions to be consummated by Tiga and Legacy Grindr that are not yet reflected in the
historical financial information of Tiga or Legacy Grindr and are considered material to investors. These material transactions are described below in the sections titled “—Other Related Events in Connection
with the Business Combination” and “—SV Consolidation” below.
Tiga is a special-purpose acquisition company (“SPAC”), which was incorporated as a Cayman Islands exempted company on July 27, 2020 and domesticated as a Delaware corporation on November 17, 2022. Tiga was formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or engaging in any other similar business combination with one or more businesses or entities. Legacy Grindr was organized as a Delaware LLC on June 10, 2020. We are
headquartered in West Hollywood, California and manages and operates the Grindr App, a mobile, location-based dating service for gay, bisexual, transgender, queer and other men. The Grindr App is available through Apple’s App Store for iPhones
and Google Play for Android. We offer both a free ad-supported service and a premium subscription version and also manage a dating service app called Blendr, for a broader market.
The unaudited pro forma combined balance sheet as of September 30,
2022 combines the historical unaudited balance sheet of Tiga as of September 30, 2022 with the historical unaudited condensed consolidated balance sheet of Legacy Grindr as of September 30, 2022 on a pro forma basis as if the Business
Combination and the other events, summarized below, had been consummated on September 30, 2022.
The unaudited pro forma combined statement of operations for the
nine months ended September 30, 2022 combines the historical unaudited statement of operations of Tiga for the nine months ended September 30, 2022 and the historical unaudited condensed consolidated statement of operations of Legacy Grindr for
the nine months ended September 30, 2022 on a pro forma basis as if the Business Combination and the other events, summarized below, had been consummated on January 1, 2021, the beginning of the earliest period presented. The unaudited pro
forma combined statement of operations for the year ended December 31, 2021 combines the historical audited statement of operations of Tiga for the year ended December 31, 2021 and the historical audited consolidated statement of operations of
Legacy Grindr for the year ended December 31, 2021 on a pro forma basis as if the Business Combination and the other events, summarized below, had been consummated on January 1, 2021, the beginning of the earliest period presented.
The unaudited pro forma combined financial information was derived
from and should be read in conjunction with the following historical financial statements and the accompanying notes, which are included elsewhere in this prospectus:
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•
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the historical unaudited financial statements of Tiga as of and for the three and nine months ended September 30, 2022 and
the historical audited financial statements of Tiga as of and for the year ended December 31, 2021;
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•
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the historical unaudited condensed consolidated financial statements of Legacy Grindr as of and for the three and nine months
ended September 30, 2022 and the historical audited consolidated financial statements of Legacy Grindr as of and for the year ended December 31, 2021; and
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•
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other information relating to Tiga and Legacy Grindr included elsewhere in this prospectus, including the Merger Agreement.
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The unaudited pro forma combined financial information should also
be read together with the sections titled “Tiga’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Grindr’s Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information included elsewhere in this prospectus.
158
Description of the Business Combination
Prior to the consummation of the Mergers described herein, Tiga
effected a deregistration under Article 206 of the Companies Act and a domestication under Section 388 of the DGCL, pursuant to which Tiga’s jurisdiction of incorporation was changed from the Cayman Islands to the State of Delaware. Pursuant to
the Merger Agreement, Merger Sub I merged with and into Legacy Grindr, with Legacy Grindr surviving the First Merger; and as promptly as practicable and as part of the same overall transaction as the First Merger, the Legacy Grindr merged with
and into Merger Sub II, with Merger Sub II surviving the Second Merger. Tiga was immediately renamed “Grindr Inc.” Upon the consummation of the Business Combination, all holders of 111,294,372 issued and outstanding Legacy Grindr ordinary units
received shares of Common Stock at a deemed value of $10.00 per share after giving effect to the Exchange Ratio resulting in 173,524,403 shares of Common Stock issued and outstanding as of the Closing, based on the following events contemplated
by the Merger Agreement:
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•
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the cancellation and exchange of all 111,294,372 issued and outstanding Legacy Grindr ordinary units into 156,139,170 shares
of Common Stock, as adjusted by the Exchange Ratio. The shares include 6,497,591 shares of Common Stock associated with the Series P share based compensation units,
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•
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the conversion on a one-to-one basis of 6,840,000 of founder shares held by Tiga’s Sponsor and 60,000 founder shares held by
independent directors into Domesticated Tiga Common Stock upon the Domestication, and Common Stock upon the Closing,
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•
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the conversion on a one-to-one basis of 485,233 issued and outstanding Tiga Class A ordinary shares into Domesticated Tiga
Common Stock upon the Domestication, and Common Stock upon the Closing,
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•
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the capital distribution of $128.8 million to former Legacy Grindr unitholders, and
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•
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the cancellation and exchange of all 3,635,681 granted and outstanding vested and unvested Legacy Grindr Options into
5,100,637 Options exercisable for shares of Common Stock with the same terms and vesting conditions, each of which adjusted by the Exchange Ratio. Unvested Legacy Grindr Options did not accelerate nor vest on the consummation of the
Business Combination.
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Other Related Events in Connection with the Business Combination
Other related events that occurred in connection with the Business
Combination are summarized below:
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•
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the filing and effectiveness of our amended and restated certificate of incorporation and the effectiveness of our amended
and restated bylaws, each of which occurred immediately prior to the Effective Time;
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•
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the sale and issuance of 10,000,000 shares of Common Stock to Tiga Sponsor’s assignee, SV Parent (which shares were
ultimately issued to Legacy in connection with the SV Consolidation, as further described below), pursuant to the Forward Purchase Agreement at $10.00 per share.
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•
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For each share issued under the Forward Purchase Agreement, the forward purchaser received 0.50 redeemable warrants.
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•
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Upon the issuance of the 10,000,000 shares of Common Stock in connection with the A&R Forward Purchase Agreement,
5,000,000 redeemable warrants were issued with the same terms and exercise prices as the existing public warrants.
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Pursuant to that certain Joinder and Assignment Agreement to A&R Forward
Purchase Agreement, the Sponsor transferred and assigned of all of its rights and obligations under the A&R Forward Purchase Agreement to SV Parent. SV Parent satisfied its obligations under the A&R Forward Purchase Agreement prior to
the SV Consolidation and the Closing. Prior to the Closing and in connection with SV Consolidation, but after SV Parent satisfied in full its funding obligations under the Forward Purchase Agreement to Tiga, SV Parent merged with and into
Legacy Grindr. In consideration for Legacy Grindr’s assumption of SV Parent’s rights to receive the securities issuable by Tiga under the Forward Purchase Agreement, Legacy Grindr issued 7,127,896 Legacy Grindr Series X Ordinary Units to SV
Cayman and entered into that certain warrant agreement with SV Cayman, pursuant to which, upon the terms and subject to the conditions set forth therein, SV Cayman was entitled to
159
purchase 3,563,948 Series X Ordinary Units of Legacy Grindr at a purchase price
of $16.13 per share. Such warrants and the Legacy Grindr Series X Ordinary Units were ultimately exchanged at the Closing for shares of Common Stock and warrants to purchase shares of Common Stock in accordance with the terms of the Merger
Agreement.
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•
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the partial cash settlement of $12.0 million of the shareholder loan with Catapult GP II, an investor in Legacy Grindr, which
occurred subsequent to the latest balance sheet date and before the closing of the Business Combination;
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•
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The issuance of new term loan facilities through a modification of the existing Legacy Grindr Credit Agreement in connection
with the Business Combination shown below (“New Debt”).
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•
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A $137.0 million facility, net of $3.8 million in fees, bearing interest at the Secured Overnight Financing Rate “SOFR” +
8.0% to mature in 5 years, and an additional $29.2 million facility, net of $0.8 million in fees, bearing interest at SOFR + 4.2%, to mature in 18 months, with 25% of the principal being due within one year.
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SV Consolidation:
After the San Vicente Entities (as defined below) completed their
commercial, legal and tax analyses both to provide tax benefits to the San Vicente Entities and to simplify the ownership structure above Legacy Grindr in order for certain San Vicente Entities to receive Grindr shares in connection with the
Business Combination, Legacy Grindr and the San Vicente Entities undertook an internal reorganization prior to the Business Combination. Prior to the consummation of the SV Consolidation, Legacy Grindr had no obligation or responsibility for
the Deferred Payment. The SV Consolidation involved the following steps: prior to the Closing, San Vicente Equity JV LLC, a Delaware limited liability company (“SVEJV”) was liquidated and each of San
Vicente Investments, Inc., a Delaware corporation (“SV Investments”), SV Cayman, SV Parent, San Vicente Acquisition LLC, a Delaware limited liability company (“SV
Acquisition”), San Vicente Group TopCo LLC, a Delaware limited liability company (“SV Group TopCo”), San Vicente Group Holdings LLC, a Delaware limited liability company (“SV Group Holdings”) and San Vicente Investments II, Inc. (“SV Investments II”, and collectively with SV Group Holdings, SV Group TopCo, SV Acquisition, SV Parent and SV
Cayman, Offshore Holdings, the “San Vicente Entities”) merged with and into Legacy Grindr, with Legacy Grindr as the surviving entity, resulting in SV Investments and the ultimate beneficial equityholders
of Catapult Goliath, which liquidated prior to the Closing, as direct equity holders in Legacy Grindr. The Company has reflected the effects of the SV Consolidation as a contribution of assets and liabilities between entities under common
control in the pro forma financial information as follows:
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In connection with the acquisition of Legacy Grindr in 2020, the San Vicente Entities as of September 30, 2022, had a cash
obligation to pay $155.0 million on June 20, 2023 to Kunlun. This obligation was recorded by the San Vicente Entities at the present value of these payments due in the future (“Deferred Payment”).
The Deferred Payment was recorded as a liability by SV Acquisition and in connection with the SV Consolidation was contributed to Legacy Grindr as an adjustment to equity. The Deferred Payment was fully settled in connection with
Closing. For further information on the Deferred Payment refer to Note 3 of Legacy Grindr’s historical audited financial statements for the year ended December 31, 2021, incorporated herein by reference.
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To reflect the effects of the SV Consolidation, the balance sheet presented in the Unaudited Pro Forma Combined Financial
Information reflects the Deferred Payment as a liability balance, as well as other asset and liability adjustments to reflect Legacy Grindr’s assumption of the San Vicente Entities’ historical bases of net assets as though the SV
Consolidation occurred on September 30, 2022. To reflect the effects of the SV Consolidation, the historical income statement periods presented in the Unaudited Pro Forma Combined Financial Information reflect the interest expense and
related tax effects associated with the Deferred Payment as though the SV Consolidation occurred on January 1, 2021.
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In connection with the Business Combination, the Company and Kunlun agreed to settle the Deferred Payment within ten business
days of the Closing. The difference between the assumed carrying value of the Deferred Payment at the time of settlement on November 14, 2022 and the $155,000 obligation will be recognized in the amount of $12,250, which has been
recorded as a loss on extinguishment of debt in the period it was extinguished.
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In connection with the Business Combination, the board of managers of Legacy Grindr approved a distribution of $2.55 per unit
of Series X Ordinary Units of Grindr amounting to $283,801 to Series X Ordinary Unit holders
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160
as of the close of business on November 14, 2022 (the “Distribution”). As part of the Distribution, SV Group Holdings elected to receive a partial payment of its distribution in cash and the remainder of its distribution, $155,000, in the form of a promissory note (the “Promissory Note”) on November 15, 2022. The Promissory Note, which would bear interest at 4.03% per annum beginning thirty days after issuance, is to be repaid no later than January 15, 2023 with all accrued
interest. SV Group Holdings in turn issued promissory notes to its parent companies, SVEJV and SV Group TopCo, totaling $155,000. SVEJV in turn issued a promissory note for its pro rata portion to SV Group Topco, which then issued a promissory
note in the amount of $155,000 to SV Acquisition, a wholly owned subsidiary of SV Parent. In addition, Catapult GP II elected to apply a portion of its distribution totaling $13,737 as a partial payment of the Note described in Note 5 of Legacy
Grindr’s unaudited financial statements for each of the three and nine months ended September 30, 2022 and 2021 included elsewhere in this prospectus, in the amount of $12,020, which comprised $1,280 of the accrued interest and $10,740 of the
principal. The approved Distribution, excluding the Promissory Note described above, was paid on various dates in November 2022.
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Prior to the Closing and in connection with SV Consolidation, but after Parent satisfied in full its funding obligations
under the Forward Purchase Agreement to Tiga, SV Parent merged with and into Legacy Grindr. In consideration for Legacy Grindr’s assumption of SV Parent’s rights to receive the securities issuable by Tiga under the Forward Purchase
Agreement, Legacy Grindr issued 7,127,896 Legacy Grindr Series X Ordinary Units to SV Cayman and entered into that certain warrant agreement with SV Cayman, pursuant to which, upon the terms and subject to the conditions set forth
therein, SV Cayman was entitled to purchase 3,563,948 Series X Ordinary Units of Legacy Grindr at a purchase price of $16.13 per share. Such warrants and the Legacy Grindr Series X Ordinary Units were ultimately exchanged at the Closing
for shares of Common Stock and warrants to purchase shares of Common Stock in accordance with the terms of the Merger Agreement.
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Accounting Treatment of the Business Combination
The Business Combination is accounted for as a reverse
recapitalization in accordance with GAAP.
Under this method of accounting, Tiga is treated as the “acquired”
company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Grindr represent a continuation of the financial statements of Legacy Grindr with the Business Combination treated as the equivalent of
Legacy Grindr issuing shares for the net assets of Tiga, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination are those of Legacy Grindr in future reports of
Grindr. Legacy Grindr is determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
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Legacy Grindr unitholders have a relative majority of the voting power of Grindr;
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Legacy Grindr unitholders have the ability to nominate the majority of the members of the board of directors;
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Legacy Grindr senior management comprises the senior management roles of Grindr and are responsible for the day-to-day
operations
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The relative size of Legacy Grindr is significantly larger compared to Tiga;
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Grindr assumed the Legacy Grindr name; and
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The intended strategy and operations of Grindr continue Legacy Grindr’s historical strategy and operations in the
post-combination company.
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The warrants outstanding and the public warrants issued under the
Forward Purchase Commitment remain liability classified instruments upon the Closing.
Basis of Pro Forma Presentation
The unaudited pro forma combined financial information has been
prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding
of Grindr upon consummation of the Business Combination. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma combined financial information are described in the accompanying notes.
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The unaudited pro forma combined financial information has been
presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated, and does not reflect
adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. Any cash proceeds remaining after the consummation of the Business Combination and the other related events contemplated by the Merger Agreement are
expected to be used for general corporate purposes. The unaudited pro forma combined financial information does not purport to project the future operating results or financial position of Grindr following the completion of the Business
Combination. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma combined financial information and are subject to change as additional information
becomes available and analyses are performed. Tiga and Legacy Grindr have not had any historical operational relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the
companies.
The unaudited pro forma combined financial information contained
herein reflects Tiga shareholders’ approval of the Business Combination on November 15, 2022 and the redemption of 27,114,767 public shares of Tiga’s Class A ordinary shares at approximately $10.50 per share based on trust account figures prior
to the Closing on November 18, 2022 for an aggregate payment of $284.7 million in cash.
The following summarizes the pro forma Grindr Common Stock issued
and outstanding immediately after the Business Combination:
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Pro Forma Combined(7)
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Number of
Shares
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%
Ownership
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Sponsor and certain affiliates(1)(2)
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6,900,000
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4.0%
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Public Shareholders(3)
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485,233
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0.2%
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Forward purchase shareholders(4)
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10,000,000
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5.8%
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Former Legacy Grindr unitholders(5)(6)
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156,139,170
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90.0%
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Total
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173,524,403
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100.0%
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(1)
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Reflects 6,840,000 of founder shares held by Tiga’s Sponsor and 60,000 founder shares held by independent directors that
converted into Domesticated Tiga Common Stock at the Domestication, then into Grindr Common Stock upon Closing.
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(2)
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Excludes 18,560,000 of private placement warrants as the warrants are not in the money at Closing. Excludes 1,780,000 of
private placement warrants available to be issued in the event the $1.8 million related party note disclosed in Tiga’s historical financial statements is converted to warrants upon Closing. The related party note was repaid in cash in
connection with the Closing as the conversion price was approximately 145% higher than the value of the warrants as of the Closing.
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(3)
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Excludes 13,800,000 public warrants as the warrants are not in the money at Closing.
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(4)
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Reflects the sale and issuance of 10,000,000 shares of Grindr Common Stock to certain investors (including the Sponsor and its
Affiliates) through the A&R Forward Purchase Agreement at $10.00 per share and excludes the additional 5,000,000 redeemable warrants that were issued in connection with the 10,000,000 shares of Grindr Common Stock. On November 15,
2022, the Sponsor assigned its obligations under the Backstop Commitment and the Forward Purchase Commitment to San Vicente Parent LLC. San Vicente Parent LLC satisfied its obligations under the A&R Forward Purchase Agreement. As
part of the SV Consolidation, San Vicente Parent LLC merged into Legacy Grindr and Legacy Grindr assumed the rights and all remaining obligations of San Vicente Parent LLC under the A&R Forward Purchase Agreement, and received the
shares of Grindr Common Stock and redeemable warrants issuable thereunder.
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(5)
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Excludes 5,100,637 shares of Grindr Common Stock issued to the former Legacy Grindr unitholders for their historical option
awards which were converted at the Exchange Ratio. The former Legacy Grindr unitholders figures include 6,497,591 shares of Grindr Common Stock associated with the Series P share based compensation units described in “Beneficial Ownership of Securities”.
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(6)
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Reflects distributions to former Legacy Grindr unitholders of $283.8 million. Grindr and Kunlun entered into an agreement to
settle the Deferred Payment within ten business days of the Closing. These distributions combined with the $83.3 million distributions paid as disclosed in the Statements of Members’ Equity in Legacy Grindr’s historical unaudited
financial statements make up the total distribution as referenced in the Merger Agreement of $367.1 million.
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(7)
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Reflects redemptions of 27,114,767 public Tiga Class A ordinary shares in connection with the transaction at approximately
$10.50 per share based on trust account figures prior to the Closing on November 18, 2022.
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Unaudited Pro Forma Combined Balance Sheet
As of September 30, 2022
(in thousands)
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Tiga
(Historical)
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Grindr
(Historical)
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SV
Consolidation
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Transaction
Accounting
Adjustments
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|
| |
Pro
Forma
Combined
|
|
Assets
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Current assets:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Cash and cash equivalents
|
| |
$100
|
| |
$27,236
|
| |
$—
|
| |
|
| |
$170,800
|
| |
(2)
|
| |
$3,890
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
(4,137)
|
| |
(3)
|
| |
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
(1,780)
|
| |
(4)
|
| |
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
289,755
|
| |
(5)
|
| |
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
(21,654)
|
| |
(6)
|
| |
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
100,000
|
| |
(8)
|
| |
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
(128,800)
|
| |
(9)
|
| |
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
12,031
|
| |
(10)
|
| |
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
(155,000)
|
| |
(11)
|
| |
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
(284,661)
|
| |
(16)
|
| |
|
|
Accounts receivable, net of allowances
|
| |
—
|
| |
18,433
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
18,433
|
|
Prepaid expenses
|
| |
47
|
| |
4,336
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
4,383
|
|
Deferred charges
|
| |
—
|
| |
3,749
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
3,749
|
|
Other current assets
|
| |
—
|
| |
8,087
|
| |
—
|
| |
|
| |
(8,086)
|
| |
(6)
|
| |
1
|
|
Total current assets
|
| |
147
|
| |
61,841
|
| |
—
|
| |
|
| |
(31,532)
|
| |
|
| |
30,456
|
|
Restricted cash
|
| |
—
|
| |
1,392
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
1,392
|
|
Investments held in Trust Account
|
| |
288,842
|
| |
—
|
| |
—
|
| |
|
| |
(288,842)
|
| |
(5)
|
| |
—
|
|
Property and equipment, net
|
| |
—
|
| |
2,134
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
2,134
|
|
Capitalized software development costs, net
|
| |
—
|
| |
6,916
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
6,916
|
|
Intangible assets, net
|
| |
—
|
| |
113,335
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
113,335
|
|
Goodwill
|
| |
—
|
| |
258,619
|
| |
17,084
|
| |
(1a)
|
| |
—
|
| |
|
| |
275,703
|
|
Deposits and other assets
|
| |
—
|
| |
761
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
761
|
|
Total assets
|
| |
$288,989
|
| |
$444,998
|
| |
$17,084
|
| |
|
| |
$(320,374)
|
| |
|
| |
$430,697
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Liabilities and Shareholders’ Equity
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Current liabilities:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Accounts payable
|
| |
$—
|
| |
$1,913
|
| |
$—
|
| |
|
| |
$(792)
|
| |
(6)
|
| |
$1,121
|
|
Accrued expenses and other current liabilities
|
| |
7,761
|
| |
10,429
|
| |
(35)
|
| |
(1b)
|
| |
(8,119)
|
| |
(6)
|
| |
10,036
|
|
Related party payable
|
| |
1,780
|
| |
—
|
| |
—
|
| |
|
| |
(1,780)
|
| |
(4)
|
| |
—
|
|
Current Deferred Payment
|
| |
—
|
| |
—
|
| |
140,093
|
| |
(1c)
|
| |
(140,093)
|
| |
(11)
|
| |
—
|
|
Debt, current
|
| |
—
|
| |
5,040
|
| |
—
|
| |
|
| |
8,908
|
| |
(2)
|
| |
13,948
|
|
Deferred revenue
|
| |
—
|
| |
18,732
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
18,732
|
|
Total current liabilities
|
| |
9,541
|
| |
36,114
|
| |
140,058
|
| |
|
| |
(141,876)
|
| |
|
| |
43,837
|
|
Debt, non-current
|
| |
—
|
| |
189,663
|
| |
—
|
| |
|
| |
161,892
|
| |
(2)
|
| |
347,418
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
(4,137)
|
| |
(3)
|
| |
|
|
Deferred Payment
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
—
|
|
Deferred tax liabilities
|
| |
—
|
| |
17,317
|
| |
3,127
|
| |
(1b)
|
| |
(3,127)
|
| |
(11)
|
| |
17,317
|
|
Forward Purchase Agreement liability
|
| |
8,079
|
| |
—
|
| |
—
|
| |
|
| |
(8,079)
|
| |
(8)
|
| |
—
|
|
Warrant liability
|
| |
22,328
|
| |
—
|
| |
—
|
| |
|
| |
3,450
|
| |
(8)
|
| |
25,778
|
|
Deferred underwriting fee liability
|
| |
9,660
|
| |
—
|
| |
—
|
| |
|
| |
(9,660)
|
| |
(7)
|
| |
—
|
|
Other non-current liabilities
|
| |
—
|
| |
169
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
169
|
|
Total liabilities
|
| |
49,608
|
| |
243,263
|
| |
143,185
|
| |
|
| |
(1,537)
|
| |
|
| |
434,519
|
|
Commitments and contingencies:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Class A ordinary shares subject to possible redemption
|
| |
288,842
|
| |
—
|
| |
—
|
| |
|
| |
(4,181)
|
| |
(12)
|
| |
—
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
(284,661)
|
| |
(16)
|
| |
|
|
Equity:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Preference shares
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
—
|
|
Common Stock (par value $0.0001 per share)
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
1
|
| |
(8)
|
| |
18
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
16
|
| |
(13)
|
| |
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
—
|
| |
(12)
|
| |
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
1
|
| |
(14)
|
| |
|
|
Ordinary units
|
| |
—
|
| |
1
|
| |
(1)
|
| |
(1d)
|
| |
—
|
| |
|
| |
|
|
Class A ordinary shares
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
—
|
|
Class B ordinary shares
|
| |
1
|
| |
—
|
| |
—
|
| |
|
| |
(1)
|
| |
(14)
|
| |
—
|
|
Additional paid-in-capital
|
| |
—
|
| |
211,972
|
| |
(126,100)
|
| |
(1d)
|
| |
104,628
|
| |
(8)
|
| |
19,951
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
(128,800)
|
| |
(9)
|
| |
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
(19,056)
|
| |
(6)
|
| |
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
(16)
|
| |
(13)
|
| |
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
4,181
|
| |
(12)
|
| |
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
(49,462)
|
| |
(15)
|
| |
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
12,031
|
| |
(10)
|
| |
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
9,660
|
| |
(7)
|
| |
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
913
|
| |
(5)
|
| |
|
|
Accumulated deficit
|
| |
(49,462)
|
| |
(10,238)
|
| |
—
|
| |
|
| |
(1,773)
|
| |
(6)
|
| |
(23,791)
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
(11,780)
|
| |
(11)
|
| |
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
49,462
|
| |
(15)
|
| |
|
|
Total shareholders’ equity (deficit)
|
| |
(49,461)
|
| |
201,735
|
| |
(126,101)
|
| |
|
| |
(29,995)
|
| |
|
| |
(3,822)
|
|
Total liabilities and shareholders’ equity (deficit)
|
| |
$288,989
|
| |
$444,998
|
| |
$17,084
|
| |
|
| |
$(320,374)
|
| |
|
| |
$430,697
|
163
Unaudited Pro Forma Combined Statement of Operations
For the Nine Months Ended September 30, 2022
(in thousands, except share data)
|
|
| |
Tiga
(Historical)
|
| |
Grindr
(Historical)
|
| |
SV
Consolidation
|
| |
|
| |
Transaction
Accounting
Adjustments
|
| |
|
| |
Pro
Forma
Combined
|
|
Revenue
|
| |
$—
|
| |
$140,487
|
| |
$—
|
| |
|
| |
$—
|
| |
|
| |
$140,487
|
|
Operating cost and expense:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Cost of revenue (exclusive of depreciation and
amortization shown separately below)
|
| |
—
|
| |
36,758
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
36,758
|
|
Selling, general and administrative expense
|
| |
—
|
| |
53,822
|
| |
—
|
| |
|
| |
8,976
|
| |
(18)
|
| |
62,798
|
|
Product development expense
|
| |
—
|
| |
11,981
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
11,981
|
|
Depreciation and amortization
|
| |
—
|
| |
27,215
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
27,215
|
|
Operating costs
|
| |
8,976
|
| |
—
|
| |
—
|
| |
|
| |
(8,976)
|
| |
(18)
|
| |
—
|
|
Total operating cost and expense
|
| |
8,976
|
| |
129,776
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
138,752
|
|
Income (loss) from operations
|
| |
(8,976)
|
| |
10,711
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
1,735
|
|
Other income (expense):
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Interest income (expense), net
|
| |
—
|
| |
(10,998)
|
| |
(19,155)
|
| |
(17a)
|
| |
(13,561)
|
| |
(19)
|
| |
(24,559)
|
|
|
| |
|
| |
|
| |
—
|
| |
|
| |
19,155
|
| |
(20)
|
| |
|
|
Other (expense) income, net
|
| |
—
|
| |
(329)
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
(329)
|
|
Interest earned on investments held in Trust Account
|
| |
1,702
|
| |
—
|
| |
—
|
| |
|
| |
(1,702)
|
| |
(21)
|
| |
—
|
|
Fair value of private placement warrants in excess of
purchase price
|
| |
(81)
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
(81)
|
|
Change in fair value of warrant liabilities
|
| |
1,733
|
| |
—
|
| |
—
|
| |
|
| |
100
|
| |
(22)
|
| |
1,833
|
|
Change in fair value of forward purchase agreement
liabilities
|
| |
(3,071)
|
| |
—
|
| |
—
|
| |
|
| |
3,071
|
| |
(22)
|
| |
—
|
|
Total other income (expense)
|
| |
283
|
| |
(11,327)
|
| |
(19,155)
|
| |
|
| |
7,063
|
| |
|
| |
(23,136)
|
|
Net income (loss) before income tax
|
| |
(8,693)
|
| |
(616)
|
| |
(19,155)
|
| |
|
| |
7,063
|
| |
|
| |
(21,401)
|
|
Income tax provision (benefit)
|
| |
—
|
| |
3,727
|
| |
(4,919)
|
| |
(17b)
|
| |
1,219
|
| |
(23)
|
| |
27
|
|
Net income (loss)
|
| |
$(8,693)
|
| |
$(4,343)
|
| |
$(14,236)
|
| |
|
| |
$5,844
|
| |
|
| |
$(21,428)
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Pro Forma Earnings Per Share
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Basic
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
$(0.12)
|
|
Diluted
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
$(0.12)
|
|
Pro Forma Number of Shares Used in
Computing EPS
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Basic (#)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
173,524,403
|
|
Diluted (#)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
173,524,403
|
164
Unaudited Pro Forma Combined Statement of Operations
For the Year Ended December 31, 2021
(in thousands, except share data)
|
|
| |
Tiga
(Historical)
|
| |
Grindr
(Historical)
|
| |
SV
Consolidation
|
| |
|
| |
Transaction
Accounting
Adjustments
|
| |
|
| |
Pro
Forma
Combined
|
|
Revenue
|
| |
$—
|
| |
$145,833
|
| |
$—
|
| |
|
| |
$—
|
| |
|
| |
$145,833
|
|
Operating cost and expense:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Cost of revenue (exclusive of depreciation and
amortization shown separately below)
|
| |
—
|
| |
37,358
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
37,358
|
|
Selling, general and administrative expense
|
| |
—
|
| |
30,618
|
| |
—
|
| |
|
| |
1,761
|
| |
(18)
|
| |
32,379
|
|
Product development expense
|
| |
—
|
| |
10,913
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
10,913
|
|
Depreciation and amortization
|
| |
—
|
| |
43,234
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
43,234
|
|
Operating costs
|
| |
1,761
|
| |
—
|
| |
—
|
| |
|
| |
(1,761)
|
| |
(18)
|
| |
—
|
|
Total operating cost and expense
|
| |
1,761
|
| |
122,123
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
123,884
|
|
Income (loss) from operations
|
| |
(1,761)
|
| |
23,710
|
| |
—
|
| |
|
| |
|
| |
|
| |
21,949
|
|
Other income (expense):
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Interest income (expense), net
|
| |
—
|
| |
(18,698)
|
| |
(26,597)
|
| |
(17a)
|
| |
(19,981)
|
| |
(19)
|
| |
(38,679)
|
|
|
| |
—
|
| |
|
| |
|
| |
|
| |
26,597
|
| |
(20)
|
| |
|
|
Other (expense) income, net
|
| |
—
|
| |
1,288
|
| |
—
|
| |
|
| |
(11,780)
|
| |
(24)
|
| |
(12,265)
|
|
|
| |
—
|
| |
|
| |
|
| |
|
| |
(1,773)
|
| |
(25)
|
| |
|
|
Interest earned on investments held in Trust Account
|
| |
85
|
| |
—
|
| |
—
|
| |
|
| |
(85)
|
| |
(21)
|
| |
—
|
|
Change in fair value of warrant liabilities
|
| |
23,121
|
| |
—
|
| |
—
|
| |
|
| |
4,553
|
| |
(22)
|
| |
27,674
|
|
Change in fair value of forward purchase agreement
liabilities
|
| |
1,750
|
| |
—
|
| |
—
|
| |
|
| |
(1,750)
|
| |
(22)
|
| |
—
|
|
Total other income (expense)
|
| |
24,956
|
| |
(17,410)
|
| |
(26,597)
|
| |
|
| |
(4,219)
|
| |
|
| |
(23,270)
|
|
Net income (loss) before income tax
|
| |
23,195
|
| |
6,300
|
| |
(26,597)
|
| |
|
| |
(4,219)
|
| |
|
| |
(1,321)
|
|
Income tax provision (benefit)
|
| |
—
|
| |
1,236
|
| |
(5,985)
|
| |
(17b)
|
| |
(6,572)
|
| |
(23)
|
| |
(11,321)
|
|
Net income (loss)
|
| |
$23,195
|
| |
$5,064
|
| |
$(20,612)
|
| |
|
| |
$2,353
|
| |
|
| |
$10,000
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Pro Forma Earnings Per Share
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Basic
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
$0.06
|
|
Diluted
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
$0.06
|
|
Pro Forma Number of Shares Used in
Computing EPS
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Basic (#)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
173,524,403
|
|
Diluted (#)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
173,580,739
|
165
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
|
1.
|
Basis of Presentation
|
The Business Combination was accounted for as a reverse
recapitalization in accordance with GAAP. Under this method of accounting, Tiga was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Grindr represent a
continuation of the financial statements of Legacy Grindr with the Business Combination treated as the equivalent of Legacy Grindr issuing shares for the net assets of Tiga, accompanied by a recapitalization. The net assets of Tiga are stated
at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Legacy Grindr in future reports of Grindr.
The unaudited pro forma combined balance sheet as of September 30,
2022 gives pro forma effect to the Business Combination and the other events as if consummated on September 30, 2022. The unaudited pro forma combined statement of operations for the nine months ended September 30, 2022 and for the year ended
December 31, 2021 gives pro forma effect to the Business Combination and the other events as if consummated on January 1, 2021, the beginning of the earliest period presented.
The unaudited pro forma combined financial information was derived
from and should be read in conjunction with the following historical financial statements and the accompanying notes, which are included elsewhere in this prospectus:
|
○
|
the historical unaudited financial statements of Tiga as of and for the three and nine months
ended September 30, 2022 and the historical audited financial statements of Tiga as of and for the year ended December 31, 2021;
|
|
○
|
the historical unaudited condensed consolidated financial statements of Legacy Grindr as of and
for the three and nine months ended September 30, 2022 and the historical audited consolidated financial statements of Legacy Grindr as of and for the year ended December 31, 2021; and
|
|
○
|
other information relating to Tiga and Legacy Grindr included elsewhere in this prospectus.
|
The unaudited pro forma combined financial information should also
be read together with the sections entitled “Tiga’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Grindr’s Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information included elsewhere in this prospectus.
Management has made significant estimates and assumptions in its
determination of the pro forma adjustments based on information available as of the date of this prospectus. As the unaudited pro forma combined financial information has been prepared based on these preliminary estimates, the final amounts
recorded may differ materially from the information presented as additional information becomes available. Pursuant to the CS Fee Waiver Letter, Credit Suisse has expressly waived all deferred underwriting commissions owed to them pursuant to
the Underwriting Agreement. Credit Suisse has performed all their obligations under the Underwriting Agreement to obtain their fee and is therefore gratuitously waiving their right to be compensated. Such a resignation and, to the extent
enforceable, fee waiver for services already rendered is unusual. As a result of the Fee Waivers, the transaction fees payable by Tiga and Legacy Grindr were reduced by an amount equal to the deferred underwriting commission attributable to
Credit Suisse as reflected in the Unaudited Pro Forma Combined Financial Information. Management considers this basis of presentation to be reasonable under the circumstances.
One-time direct and incremental transaction costs incurred prior
to, or concurrent with, the Closing are reflected in the unaudited pro forma combined balance sheet as a direct reduction to Grindr’s additional paid-in capital and are assumed to be cash settled. One-time direct and incremental transaction
costs incurred in connection with the Business Combination allocated to the liability classified warrants are recorded as a charge to accumulated deficit. None of Legacy Grindr’s stock awards or the Series P Units accelerated as a result of the
Business Combination due to the May 2022 modification as discussed in Note 10 of Legacy Grindr’s historical financial statements as of September 30, 2022.
Management has not identified any material differences in
accounting policies that would require adjustments in the pro forma financial information. Certain reclassifications have been reflected to conform financial statement presentation as described in the notes the pro forma financial statements
below.
166
|
2.
|
Adjustments to Unaudited Pro Forma Combined Financial Information
|
Adjustments to Unaudited Pro Forma Combined
Balance Sheet
The adjustments included in the unaudited pro forma combined
balance sheet as of September 30, 2022 are as follows:
|
1.
|
Reflects the contribution of the San Vicente Entities from the SV Consolidation as a contribution of assets and liabilities
between entities under common control. This transfer of assets between entities under common control does not result in a change in reporting entity requiring retrospective restatement of the historical financial statements. The Company
considered the following factors in making this determination: the San Vicente Entities are considered non-substantive holding companies, the Legacy Grindr management structure will remain in place subsequent to the SV Consolidation,
and the discussion of the business in this Registration Statement centers around Legacy Grindr, not the San Vicente Entities. The contribution of these balances is at historical cost assuming the SV Consolidation occurred on
September 30, 2022. The table below reflects major balance sheet line items of both the San Vicente Entities and Legacy Grindr and excludes line items where there is no difference between the historical balances. The adjustments and
their explanations are as follows:
|
|
|
| |
San Vicente
Offshore Holdings
(Cayman) Limited
and Subsidiaries
(Historical)
|
| |
Grindr
(Historical)
|
| |
SV Consolidation
Adjustments
|
| |
|
| |
Reorganized
Grindr
|
|
Assets
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Current assets:
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Total current assets
|
| |
61,841
|
| |
61,841
|
| |
—
|
| |
|
| |
61,841
|
|
Goodwill
|
| |
275,703
|
| |
258,619
|
| |
17,084
|
| |
(1a)
|
| |
275,703
|
|
Total assets
|
| |
$462,082
|
| |
$444,998
|
| |
$17,084
|
| |
|
| |
$462,082
|
|
Liabilities and Shareholders’ Equity
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Current liabilities:
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Accrued expenses and other current liabilities
|
| |
10,394
|
| |
10,429
|
| |
(35)
|
| |
(1b)
|
| |
10,394
|
|
Current Deferred Payment
|
| |
140,093
|
| |
—
|
| |
140,093
|
| |
(1c)
|
| |
140,093
|
|
Total current liabilities
|
| |
176,172
|
| |
36,114
|
| |
140,058
|
| |
|
| |
176,172
|
|
Deferred tax liabilities
|
| |
20,444
|
| |
17,317
|
| |
3,127
|
| |
(1b)
|
| |
20,444
|
|
Total liabilities
|
| |
386,448
|
| |
243,263
|
| |
143,185
|
| |
|
| |
386,448
|
|
Equity:
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Ordinary units
|
| |
—
|
| |
1
|
| |
(1)
|
| |
(1d)
|
| |
—
|
|
Additional paid-in-capital
|
| |
119,739
|
| |
211,972
|
| |
(92,233)
|
| |
(1d)
|
| |
119,739
|
|
Accumulated deficit
|
| |
(54,373)
|
| |
(10,238)
|
| |
(44,135)
|
| |
(1d)
|
| |
(54,373)
|
|
Equity attributable to noncontrolling interest
|
| |
10,268
|
| |
—
|
| |
10,268
|
| |
(1d)
|
| |
—
|
|
Total shareholders’ equity (deficit)
|
| |
75,634
|
| |
201,735
|
| |
(126,101)
|
| |
|
| |
65,366
|
|
Total liabilities and shareholders’ equity (deficit)
|
| |
$462,082
|
| |
$444,998
|
| |
$17,084
|
| |
|
| |
$462,082
|
|
1a.
|
Reflects the assumption of the historical goodwill balance from SV Acquisition’s acquisition of Legacy Grindr. The difference
in goodwill is related to tax basis differences associated with the Deferred Payment at the San Vicente Entities.
|
|
1b.
|
Reflects the assumption of additional historical accrued expenses and other current liabilities and deferred tax liabilities
of the San Vicente Entities related to the interest expense deductibility of the Deferred Payment.
|
167
|
1c.
|
Reflects the assumption of a liability for the Deferred Payment of $140.1 million, which represents the present value of the
Deferred Payment, calculated by discounting the current $155.0 million balance due in June 2023 by 15.7%.
|
|
1d.
|
Reflects the assumption of the net assets of the San Vicente Entities as an adjustment to additional paid-in-capital. Also
reflects the elimination of the noncontrolling interest in Legacy Grindr at the San Vicente Entities level, as subsequent to the SV Consolidation, the San Vicente Entities will merge into Legacy Grindr. Legacy Grindr will continue to
own 100% of its consolidated subsidiaries.
|
|
2.
|
Reflects gross proceeds of $170.8 million from the issuance of the New Debt.
|
|
3.
|
Reflects the recognition of $4.1 million of deferred financing costs associated with the issuance of the New Debt.
|
|
4.
|
Reflects the cash disbursement for the $1.8 million repayment on the related party note, which was used to pay for
transaction costs incurred by Tiga.
|
|
5.
|
Reflects the liquidation and reclassification of $288.8 million of investments held in the trust account to cash and cash
equivalents that becomes available for funding redemptions and general corporate use by Grindr. Also reflects the recognition of $0.9 million of additional investments held in the trust account at Closing compared to the balance as of
September 30, 2022 in cash and cash equivalents, with an increase to additional paid in capital for the incremental investments held in the trust account at Closing.
|
|
6.
|
Reflects the cash disbursement for the direct and incremental transaction costs of $21.7 million, including $18.0 million and
$3.7 million paid by Tiga and Legacy Grindr, respectively in connection with the Business Combination prior to, or concurrent with the Closing.
|
Tiga’s transaction costs includes a $5.0 million success fee payable to Raine on
the successful close of the Business Combination.
A portion of Legacy Grindr’s transaction costs are reflected as an increase of
$1.8 million to the accumulated deficit due to $1.4 million of transaction costs allocated to the liability classified warrants and $0.4 million of third party debt costs incurred as discussed in (25). This adjustment reflects the
reclassification of deferred issuance costs of Legacy Grindr that were paid or accrued and recorded in ‘Other current assets’ in Legacy Grindr’s historical financial statements as of September 30, 2022.
The cash disbursements above eliminate $7.8 million and $0.4 million of the
transaction costs accrued in ‘Accrued expenses and other current liabilities’ for Tiga and Legacy Grindr, respectively as well as the elimination of $0.8 million of ‘Accounts payable’ in Legacy Grindr’s historical financial statements as of
September 30, 2022.
|
7.
|
Reflects the forfeiture of $9.7 million of deferred underwriting fees incurred during Tiga’s initial public offering and due
upon the Closing.
|
|
8.
|
Reflects the sale and issuance of 10,000,000 shares of Common Stock to certain investors (including the Sponsor and its
Affiliates) through the Forward Purchase Commitment and the Backstop Commitment at $10.00 per share. This adjustment also reflects the elimination of the Forward Purchase Liability and establishment of additional Warrant Liabilities.
Upon exercise of the Forward Purchase Commitment and the Backstop Commitment an additional 5,000,000 public warrants are outstanding.
|
|
9.
|
Reflects the cash distributed to former owners of Legacy Grindr through a capital distribution declared prior to the closing
of the Transaction and paid at Closing of $128.8 million.
|
|
10.
|
Subsequent to the latest balance sheet date, in connection with the Transaction, prior to the Closing, the Company received
$12.0 million in cash from Catapult GP II to partially settle the shareholder loan which is reflected as an increase to cash of $12.0 million and an increase to additional paid-in-capital.
|
|
11.
|
Reflects the $155.0 million cash payment to former unitholders of Legacy Grindr to extinguish the remaining Deferred Payment
discussed in (1c), in connection with Closing. The extinguishment of the remaining Deferred Payment results in an estimated loss on extinguishment of $14.9 million reflecting the difference between the carrying value at September 30,
2022 and the settlement value of $155.0 million. Also reflects the reversal of $3.1 million of deferred tax liabilities related to the future interest expense that was to be recognized on the Deferred Payment interest accretion in (1b).
|
168
|
12.
|
Reflects the reclassification of Tiga’s Class A ordinary shares subject to possible redemption into permanent equity and
immediate conversion of 27,600,000 shares of Tiga’s Class A ordinary shares into shares of Domesticated Tiga Common Stock at Domestication, then Common Stock upon Closing, on a one-to-one basis in connection with the Business
Combination.
|
|
13.
|
Represents the issuance of 156,139,170 shares of Common Stock to holders of Legacy Grindr ordinary units at the Closing
pursuant to the Merger Agreement to effect the reverse recapitalization.
|
|
14.
|
Reflects the conversion of all 6,900,000 shares of Tiga’s Class B ordinary shares into shares of Domesticated Tiga Common
Stock at Domestication, then Common Stock upon Closing, on a one-to-one basis in connection with the Business Combination.
|
|
15.
|
Reflects the elimination of Tiga’s historical accumulated deficit with a corresponding adjustment to Additional
paid-in-capital for Legacy Grindr in connection with the reverse recapitalization at the Closing.
|
|
16.
|
Reflects the cash disbursed to redeem 27,114,767 public shares of Tiga’s Class A ordinary shares, which converted into
Domesticated Tiga Common Stock at Domestication, then Common Stock upon Closing, in connection with the Business Combination at a redemption price of approximately $10.50 per share based on funds held in the trust account.
|
Adjustments to Unaudited Pro Forma Combined
Statements of Operations
The adjustments included in the unaudited pro forma combined
statement of operations for the nine months ended September 30, 2022 and year ended December 31, 2021 are as follows:
|
17.
|
Reflects the contribution of the San Vicente Entities from the SV Consolidation as a contribution of assets and liabilities
between entities under common control assuming the SV Consolidation occurred on January 1, 2021. The table below reflects major income statement line items of both the San Vicente Entities and Legacy Grindr and excludes line items where
there is no difference between the historical balances. The adjustments and their explanations are as follows:
|
For the Nine Months Ended September 30, 2022:
|
|
| |
San Vicente
Offshore Holdings
(Cayman) Limited
and Subsidiaries
(Historical)
|
| |
Grindr
(Historical)
|
| |
SV
Consolidation
Adjustments
|
| |
|
| |
Reorganized
Grindr
|
|
Revenue
|
| |
$140,487
|
| |
$140,487
|
| |
$—
|
| |
|
| |
$140,487
|
|
Operating cost and expense:
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Total operating cost and expense
|
| |
129,776
|
| |
129,776
|
| |
—
|
| |
|
| |
129,776
|
|
Income (loss) from operations
|
| |
10,711
|
| |
10,711
|
| |
—
|
| |
|
| |
10,711
|
|
Other income (expense):
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Interest income (expense), net
|
| |
(30,153)
|
| |
(10,998)
|
| |
(19,155)
|
| |
(17a)
|
| |
(30,153)
|
|
Total other income (expense)
|
| |
(30,482)
|
| |
(11,327)
|
| |
(19,155)
|
| |
|
| |
(30,482)
|
|
Net income (loss) before income tax
|
| |
(19,771)
|
| |
(616)
|
| |
(19,155)
|
| |
|
| |
(19,771)
|
|
Income tax provision (benefit)
|
| |
(1,192)
|
| |
3,727
|
| |
(4,919)
|
| |
(17b)
|
| |
(1,192)
|
|
Net income (loss)
|
| |
(18,579)
|
| |
(4,343)
|
| |
(14,236)
|
| |
|
| |
(18,579)
|
|
Less: Income/(loss) attributable to non-controlling
interest
|
| |
(434)
|
| |
—
|
| |
(434)
|
| |
(17c)
|
| |
$—
|
|
Net income (loss) attributable to controlling interest
|
| |
$(18,145)
|
| |
$(4,343)
|
| |
$(13,802)
|
| |
|
| |
$(18,579)
|
169
For the Year Ended December 31, 2021:
|
|
| |
San Vicente
Offshore Holdings
(Cayman) Limited
and Subsidiaries
(Historical)
|
| |
Grindr
(Historical)
|
| |
SV
Consolidation
Adjustments
|
| |
|
| |
Reorganized
Grindr
|
|
Revenue
|
| |
$145,833
|
| |
$145,833
|
| |
$—
|
| |
|
| |
$145,833
|
|
Operating cost and expense:
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Total operating cost and expense
|
| |
122,123
|
| |
122,123
|
| |
—
|
| |
|
| |
122,123
|
|
Income (loss) from operations
|
| |
23,710
|
| |
23,710
|
| |
|
| |
|
| |
23,710
|
|
Other income (expense):
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Interest income (expense), net
|
| |
(45,295)
|
| |
(18,698)
|
| |
(26,597)
|
| |
(17a)
|
| |
(45,295)
|
|
Total other income (expense)
|
| |
(44,007)
|
| |
(17,410)
|
| |
(26,597)
|
| |
|
| |
(44,007)
|
|
Net income (loss) before income tax
|
| |
(20,297)
|
| |
6,300
|
| |
(26,597)
|
| |
|
| |
(20,297)
|
|
Income tax provision (benefit)
|
| |
(4,749)
|
| |
1,236
|
| |
(5,985)
|
| |
(17b)
|
| |
(4,749)
|
|
Net income (loss)
|
| |
$(15,548)
|
| |
$5,064
|
| |
$(20,612)
|
| |
|
| |
$(15,548)
|
|
Less: Income/(loss) attributable to non-controlling
interest
|
| |
496
|
| |
—
|
| |
496
|
| |
(17c)
|
| |
—
|
|
Net income (loss) attributable to controlling interest
|
| |
$(16,044)
|
| |
$5,064
|
| |
$(21,108)
|
| |
|
| |
$(15,548)
|
|
17a.
|
Reflects the interest expense accretion related to the Deferred Payment discussed in adjustment (1d) as though it were
outstanding since January 1, 2021 using an interest rate of 15.7%. A 0.125% change in the estimated interest rate on the Deferred Payment would result in a change in the total interest expense over the life of the obligation of
approximately $0.4 million.
|
|
17b.
|
Reflects the tax impact of the interest expense recognized in (17a) above, as though the SV Consolidation occurred on
January 1, 2021.
|
|
17c.
|
This difference is not reflected in the pro forma financial information, it reflects the elimination of the income
attributable to non-controlling interest in Legacy Grindr at the San Vicente Entities level, as subsequent to the SV Consolidation, the San Vicente Entities merged into Legacy Grindr. Legacy Grindr continues to own 100% of its
consolidated subsidiaries.
|
|
18.
|
Represents reclassifications to conform Tiga’s financial information to financial statement line items and presentation of
Grindr based on Legacy Grindr’s financial statement presentation.
|
|
19.
|
Reflects the recognition of an estimated $13.6 million of pro forma interest expense related to the New Debt for the nine
months ended September 30, 2022, and an estimated $20.0 million of pro forma interest expense related to the New Debt for the year ended December 31, 2021.
|
The New Debt consists of a $137.0 million facility, net of $3.8 million in fees,
maturing in 5 years and an additional $29.2 million facility, net of $0.8 million in fees, maturing in 18 months, with 25% of the principal being due within one year.
The $137.0 million facility bears interest at SOFR + 8.0%. The interest margin may
range between 7.0% and 8.0% based on the consolidated total leverage ratio. The $29.2 million facility bears interest at SOFR + 4.2%. The interest margin may range between 2.8% and 4.2% based on the consolidated total leverage ratio.
The SOFR rate 3.8% as of November 15, 2022 was used for the calculation of pro
forma interest expense. A 0.125% change in the estimated interest rate on the New Debt, which has a variable interest rate, would result in a change in interest expense of approximately $0.1 million and $0.2 million for the nine months ended
September 30, 2022 and year ended December 31, 2021, respectively.
|
20.
|
In connection with the extinguishment of the Deferred Payment discussed in adjustment (11), the interest expense of
$19.1 million and $26.6 million in the nine months ended September 30, 2022 and year ended December 31, 2021, respectively, attributed to the Deferred Payment is eliminated.
|
|
21.
|
Reflects the elimination of investment income related to investments held in the trust account.
|
170
|
22.
|
Reflects the elimination of the change in fair value of the Forward Purchase Liability and the change in fair value of the
additional 5.0 million public warrants outstanding as a result of the exercise of the Forward Purchase Commitment and Backstop Commitment discussed in (8) as though the public warrants were outstanding for the entire period.
|
|
23.
|
To reflect the income tax effect of all pro forma income statement adjustments as follows:
|
|
For the Nine Months Ended September 30, 2022
|
| |
|
|
Reversal of pro forma tax effect of 17(b) due to the
repayment of the Deferred Payment
|
| |
$4,919
|
|
Pro forma effect of all other pro forma adjustments based
on 30.6% blended federal and state statutory rates
|
| |
$(3,700)
|
|
Pro forma adjustment to income tax provision/(benefit):
|
| |
$1,219
|
|
For the Year Ended December 31, 2021
|
| |
|
|
Reversal of pro forma tax effect of 17(b) due to the
repayment of the Deferred Payment
|
| |
$5,985
|
|
Income tax benefit from the reversal of the SV deferred tax liability
|
| |
$(3,127)
|
|
Pro forma effect of all other pro forma adjustments based
on 30.6% blended federal and state statutory rates
|
| |
$(9,430)
|
|
Pro forma adjustment to income tax provision/(benefit):
|
| |
$(6,572)
|
|
24.
|
Reflects the loss on extinguishment of the Deferred Payment discussed in (11) above reflecting the difference in the present
value and the settlement value.
|
|
25.
|
Reflects the recognition of $1.4 million of direct and incremental transaction costs allocated to the liability classified
warrants. Also reflects $0.4 million of third party debt costs incurred.
|
|
3.
|
Earnings per Share
|
The pro forma earnings per share calculation represents the net
income (loss) per share calculated using the pro forma basic and diluted weighted average shares outstanding of Common Stock as a result of the pro forma adjustments as if the Business Combination had occurred on January 1, 2021. The
calculation of weighted average shares outstanding for pro forma basic and diluted net income per share reflects (i) the historical Legacy Grindr units, as adjusted by the Exchange Ratio, outstanding as of the respective original issuance date
and (ii) assumes that the new shares issuable relating to the Other Related Events and SV Consolidation, as adjusted by the Exchange Ratio (where applicable), and the Business Combination have been outstanding as of January 1, 2021, the
beginning of the earliest period presented. For potentially dilutive securities related to Legacy Grindr’s historical unit based compensation, the Exchange Ratio has been applied. This calculation is retroactively adjusted to eliminate the
number of shares redeemed in the Business Combination for the entire period presented.
171
The unaudited pro forma combined per share information has been
presented as follows:
|
(in thousands, except share and per share data)
|
| |
Nine
Months
Ended
September 30,
2022
|
|
Numerator:
|
| |
|
|
Net income (loss) attributable to common shareholders - basic and diluted
|
| |
$(21,428)
|
|
Denominator:
|
| |
|
|
Sponsor and certain affiliates
|
| |
6,900,000
|
|
Public Shareholders
|
| |
485,233
|
|
Forward purchase shareholders
|
| |
10,000,000
|
|
Former Grindr unitholders
|
| |
156,139,170
|
|
Weighted average shares outstanding - basic
|
| |
173,524,403
|
|
Dilutive effect of Grindr stock based compensation
|
| |
—
|
|
Weighted average shares outstanding - diluted
|
| |
173,524,403
|
|
|
| |
|
|
Net income (loss) per share attributable to common shareholders - basic
|
| |
$(0.12)
|
|
Net income (loss) per share attributable to common shareholders - diluted
|
| |
$(0.12)
|
Following the Closing, the following outstanding shares of Common
Stock equivalents were excluded from the computation of pro forma diluted net income (loss) per share for the period presented because including them would have had an anti-dilutive effect:
|
|
| |
Nine
Months
Ended
September 30,
2022
|
|
Private placement warrants
|
| |
18,560,000
|
|
Public warrants
|
| |
13,800,000
|
|
Forward purchase warrants
|
| |
5,000,000
|
|
Stock based compensation
|
| |
2,287,107
|
|
(in thousands, except share and per share data)
|
| |
Year Ended
December 31,
2021
|
|
Numerator:
|
| |
|
|
Net income (loss) attributable to common shareholders - basic and diluted
|
| |
$10,000
|
|
Denominator:
|
| |
|
|
Sponsor and certain affiliates
|
| |
6,900,000
|
|
Public Shareholders
|
| |
485,233
|
|
Forward purchase shareholders
|
| |
10,000,000
|
|
Former Grindr unitholders
|
| |
156,139,170
|
|
Weighted average shares outstanding - basic
|
| |
173,524,403
|
|
Dilutive effect of Grindr stock based compensation
|
| |
56,336
|
|
Weighted average shares outstanding - diluted
|
| |
173,580,739
|
|
|
| |
|
|
Net income (loss) per share attributable to common shareholders - basic
|
| |
$0.06
|
|
Net income (loss) per share attributable to common shareholders - diluted
|
| |
$0.06
|
172
Following the Closing, the following outstanding shares of
Common Stock equivalents were excluded from the computation of pro forma diluted net income (loss) per share for the period presented because including them would have had an anti-dilutive effect:
|
|
| |
Year
Ended
December 31,
2021
|
|
Private placement warrants
|
| |
18,560,000
|
|
Public warrants
|
| |
13,800,000
|
|
Forward purchase warrants
|
| |
5,000,000
|
|
Stock based compensation
|
| |
1,761,810
|
173
Tiga Acquisition Corp.
|
Condensed (Unaudited) Financial Statements for the Nine
Months Ended September 30, 2022
|
| |
|
| | | ||
| | | ||
| | | ||
| | | ||
| | | ||
|
|
| |
|
|
Financial statements (Audited) for the
Year Ended December 31, 2021 and 2020 and for the Year Ended December 31, 2021 and for the Period from July 27, 2020 through December 31, 2020
|
| |
|
| | | ||
| | | ||
| | | ||
| | | ||
| | | ||
| | |
Grindr Group, LLC
|
Condensed Consolidated Financial Statements for the Nine
Months Ended September 30, 2022
(Unaudited)
|
| |
|
| | | ||
| | | ||
| | | ||
| | | ||
| | | ||
|
|
| |
|
|
Consolidated Financial Statements
(Audited) for the Year Ended December 31, 2021 (Successor), from June 11, 2020 through December 31, 2020 (Successor), from January 1, 2020 through June 10, 2020 (Predecessor), and for the Year Ended December 31, 2019 (Predecessor)
|
| ||
| | | ||
| | | ||
| | | ||
| | | ||
| | | ||
| | |
F-1
|
San Vicente Offshore Holdings (Cayman) Limited and
Subsidiaries
|
| |
|
|
|
| |
|
|
Condensed Consolidated Financial
Statements for the Nine Months Ended September 30, 2022 (Unaudited)
|
| |
|
| | | ||
| | | ||
| | | ||
| | | ||
| | |
|
Consolidated Financial Statements
(Audited) for the year ended December 31, 2021 and the period from February 18, 2020 through December 31, 2020
|
| |
|
| | | ||
| | | ||
| | | ||
| | | ||
| | | ||
| | |
F-2
CONDENSED CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.
F-3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
| |
For the Three Months Ended
September 30,
|
| |
For the Nine Months Ended
September 30,
|
||||||
|
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
|
Operating costs
|
| |
$4,731,970
|
| |
$666,952
|
| |
$8,975,905
|
| |
$1,501,739
|
|
Loss from operations
|
| |
(4,731,970)
|
| |
(666,952)
|
| |
(8,975,905)
|
| |
(1,501,739)
|
|
|
| |
|
| |
|
| |
|
| |
|
|
Other (expense) income:
|
| |
|
| |
|
| |
|
| |
|
|
Interest earned on investments held in Trust Account
|
| |
1,299,129
|
| |
23,028
|
| |
1,702,123
|
| |
58,104
|
|
Fair value of private placement warrant in excess of
purchase price
|
| |
—
|
| |
—
|
| |
(81,153)
|
| |
79,548
|
|
Change in fair value of warrant liabilities
|
| |
(3,193,590)
|
| |
11,368,775
|
| |
1,732,771
|
| |
22,902,838
|
|
Change in fair value of forward purchase agreement
liabilities
|
| |
(2,558,043)
|
| |
1,105,906
|
| |
(3,071,059)
|
| |
1,290,015
|
|
Total other (expense) income, net
|
| |
(4,452,504)
|
| |
12,497,709
|
| |
282,682
|
| |
24,330,505
|
|
|
| |
|
| |
|
| |
|
| |
|
|
Net (loss) income
|
| |
$(9,184,474)
|
| |
$11,830,757
|
| |
$(8,693,223)
|
| |
$22,828,766
|
|
|
| |
|
| |
|
| |
|
| |
|
|
Weighted average shares outstanding of Class A ordinary
shares
|
| |
27,600,000
|
| |
27,600,000
|
| |
27,600,000
|
| |
27,600,000
|
|
Basic and diluted net (loss) income per
share, Class A ordinary shares
|
| |
$(0.27)
|
| |
$0.34
|
| |
$(0.25)
|
| |
$0.66
|
|
Weighted average shares outstanding of Class B ordinary
shares
|
| |
6,900,000
|
| |
6,900,000
|
| |
6,900,000
|
| |
6,900,000
|
|
Basic and diluted net (loss) income per
share, Class B ordinary shares
|
| |
$(0.27)
|
| |
$0.34
|
| |
$(0.25)
|
| |
$0.66
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.
F-4
(UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022
|
|
| |
Class B Ordinary
Shares
|
| |
Additional
Paid-in
Capital
|
| |
Accumulated
Deficit
|
| |
Total
Shareholders’
Deficit
|
|||
|
|
| |
Shares
|
| |
Amount
|
| ||||||||
|
Balance – January 1, 2022
|
| |
6,900,000
|
| |
$690
|
| |
$—
|
| |
$(36,206,911)
|
| |
$(36,206,221)
|
|
Net income
|
| |
—
|
| |
—
|
| |
—
|
| |
8,009,333
|
| |
8,009,333
|
|
Balance – March 31, 2022 (unaudited)
|
| |
6,900,000
|
| |
$690
|
| |
$—
|
| |
$(28,197,578)
|
| |
$(28,196,888)
|
|
Accretion for Class A ordinary shares to redemption amount
|
| |
—
|
| |
—
|
| |
—
|
| |
(3,262,770)
|
| |
(3,262,770)
|
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(7,518,082)
|
| |
(7,518,082)
|
|
Balance – June 30, 2022 (unaudited)
|
| |
6,900,000
|
| |
$690
|
| |
$—
|
| |
$(38,978,430)
|
| |
$(38,977,740)
|
|
Accretion for Class A ordinary shares to redemption amount
|
| |
—
|
| |
—
|
| |
—
|
| |
(1,299,129)
|
| |
(1,299,129)
|
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(9,184,474)
|
| |
(9,184,474)
|
|
Balance – September 30, 2022 (unaudited)
|
| |
6,900,000
|
| |
$690
|
| |
$—
|
| |
$(49,462,033)
|
| |
$(49,461,343)
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021
|
|
| |
Class B Ordinary
Shares
|
| |
Additional
Paid-in
Capital
|
| |
Accumulated
Deficit
|
| |
Total
Shareholders’
Deficit
|
|||
|
|
| |
Shares
|
| |
Amount
|
| ||||||||
|
Balance – January 1, 2021
|
| |
6,900,000
|
| |
$690
|
| |
$—
|
| |
$(54,292,560)
|
| |
$(54,291,870)
|
|
Net income
|
| |
—
|
| |
—
|
| |
—
|
| |
5,572,126
|
| |
5,572,126
|
|
Balance – March 31, 2021 (unaudited)
|
| |
6,900,000
|
| |
$690
|
| |
$—
|
| |
$(48,720,434)
|
| |
$(48,719,744)
|
|
Accretion for Class A ordinary shares to redemption amount
|
| |
—
|
| |
—
|
| |
—
|
| |
(2,760,000)
|
| |
(2,760,000)
|
|
Net income
|
| |
—
|
| |
—
|
| |
—
|
| |
5,425,883
|
| |
5,425,883
|
|
Balance – June 30, 2021 (unaudited)
|
| |
6,900,000
|
| |
$690
|
| |
$—
|
| |
$(46,054,551)
|
| |
$(46,053,861)
|
|
Net income
|
| |
—
|
| |
—
|
| |
—
|
| |
11,830,757
|
| |
11,830,757
|
|
Balance – September 30, 2021 (unaudited)
|
| |
6,900,000
|
| |
$690
|
| |
$—
|
| |
$(34,223,794)
|
| |
$(34,223,104)
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.
F-5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
| |
Nine Months Ended
September 30,
|
|||
|
|
| |
2022
|
| |
2021
|
|
Cash Flows from Operating Activities:
|
| |
|
| |
|
|
Net income (loss)
|
| |
$(8,693,223)
|
| |
$22,828,766
|
|
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
|
| |
|
| |
|
|
Change in fair value of warrant liabilities
|
| |
(1,732,771)
|
| |
(22,902,838)
|
|
Change in fair value of forward purchase agreement liabilities
|
| |
3,071,059
|
| |
(1,290,015)
|
|
Fair value of private placement warrant in excess of purchase price
|
| |
81,153
|
| |
(79,548)
|
|
Interest earned on investments held in Trust Account
|
| |
(1,702,123)
|
| |
(58,104)
|
|
Changes in operating assets and liabilities:
|
| |
|
| |
|
|
Prepaid expenses
|
| |
76,750
|
| |
88,874
|
|
Accrued expenses
|
| |
7,201,896
|
| |
632,644
|
|
Net cash used in operating activities
|
| |
(1,697,259)
|
| |
(780,221)
|
|
Cash Flows from Investing Activities:
|
| |
|
| |
|
|
Investment of cash into Trust Account
|
| |
(2,760,000)
|
| |
(2,760,000)
|
|
Net cash used in investing activities
|
| |
(2,760,000)
|
| |
(2,760,000)
|
|
|
| |
|
| |
|
|
Cash Flows from Financing Activities:
|
| |
|
| |
|
|
Proceeds from sale of Private Placements Warrants
|
| |
2,760,000
|
| |
2,760,000
|
|
Proceeds from convertible promissory note – related party
|
| |
1,780,000
|
| |
—
|
|
Payment of offering costs
|
| |
—
|
| |
(26,780)
|
|
Net cash provided by financing activities
|
| |
4,540,000
|
| |
2,733,220
|
|
|
| |
|
| |
|
|
Net Change in Cash
|
| |
82,741
|
| |
(807,001)
|
|
Cash – Beginning of period
|
| |
17,499
|
| |
1,144,776
|
|
Cash – End of period
|
| |
$100,240
|
| |
$337,775
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.
F-6
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
Tiga Acquisition Corp. (“Tiga” or the “Company”) is a blank check company
incorporated as a Cayman Islands exempted company on July 27, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one
or more businesses or entities (a “Business Combination”). On April 11, 2022, Tiga Merger Sub LLC (“Merger Sub I”), a wholly owned subsidiary of Tiga was formed solely for the purpose of effectuating the First Merger described herein. Merger
Sub I was incorporated under the laws of the State of Delaware. Merger Sub I owns no material assets and does not operate any business. On September 9, 2022, Tiga Merger Sub II LLC (“Merger Sub II”), a wholly owned subsidiary of Tiga was formed
solely for the purpose of effectuating the Second Merger described herein. Merger Sub II was incorporated under the laws of the State of Delaware. Merger Sub II owns no material assets and does not operate any business.
On the closing date of the Business Combination, Merger Sub I will merge with and
into Grindr Group LLC (“Grindr”) (the “First Merger”), with Grindr surviving the First Merger as a wholly owned subsidiary of Tiga (Grindr, in its capacity as the surviving company of the First Merger, is sometimes referred to herein as the
“Surviving Company”), and as promptly as practicable and as part of the same overall transaction as the First Merger, of such Surviving Company will merge with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the
“Mergers”), with Merger Sub II being the surviving entity of the Second Merger.
The Company is not limited to a particular industry or sector for purposes of
consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of September 30, 2022, the Company had not commenced any operations. All activity
for the period from July 27, 2020 (inception) and since the Initial Public Offering through September 30, 2022 relates to the Company’s formation and the preparation for the initial public offering (the “Initial Public Offering”), which is
described below. Since the Initial Public Offering, the Company’s activities have been limited to the search for a business combination target and activities in connection with the proposed Business Combination with Grindr, as described further
in Note 10. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest and dividend income from the proceeds
obtained in connection with the Initial Public Offering.
The registration statement for the Initial Public Offering was declared effective on
November 23, 2020. On November 27, 2020, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the
full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000 which is described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company
consummated the sale of 10,280,000 warrants (the “Initial Private Placement Warrants”) at a price of $1.00 per Initial Private Placement Warrant in a private placement to Tiga Sponsor LLC (the “Sponsor”), generating gross proceeds of
$10,280,000, which is described in Note 4.
Transaction costs amounted to $15,736,649, consisting of $5,520,000 of underwriting
fees, $9,660,000 of deferred underwriting fees and $556,649 of other offering costs.
F-7
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
Following the closing of the Initial Public Offering on November 27, 2020, an amount
of $278,760,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Initial Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S.
government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less until the earliest of: (i) the completion of a
Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
The Company’s management has broad discretion with respect to the specific
application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants (as defined below), although substantially all of the net proceeds are intended to be applied generally toward consummating a Business
Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the
amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires
50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company
Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
The Company will provide the holders of the public shares (the “Public
Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means
of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to
redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (currently anticipated to be $10.40 per Public Share),
including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the
Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a
Business Combination with respect to the Company’s warrants.
The Company will proceed with a Business Combination only if the Company seeks
shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company.
If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the
redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to
completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the
Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a
proposed Business Combination.
Notwithstanding the foregoing, if the Company seeks shareholder approval of the
Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or
as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the
Company’s prior written consent.
F-8
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
The Sponsor has agreed (a) to waive its redemption rights with respect to any
Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing
of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as
defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares
upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by
the number of then issued and outstanding Public Shares.
The Company will have up until November 27, 2022 (the “Combination Period”) to
consummate a Business Combination. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released
to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public
Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public
Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no
redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
The Sponsor has agreed to waive its rights to liquidating distributions from the
Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such
Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred
underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the
Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public
Offering price per Unit.
In order to protect the amounts held in the Trust Account, the Sponsor has agreed
that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target
business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.40 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of
the date of the liquidation of the Trust Account, if less than $10.40 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any
claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for
such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s
independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies
held in the Trust Account.
F-9
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
Business Combination
On May 9, 2022, Tiga entered into an agreement and plan of merger with Tiga Merger
Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Tiga (“Merger Sub I”), and Grindr (as amended by the first amendment to the agreement and plan of merger, dated as of October 5, 2022, by and among Tiga, Merger Sub I,
Tiga Merger Sub II LLC, a Delaware limited liability company and wholly owned subsidiary of Tiga (“Merger Sub II”) and Grindr and as it may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”).
The Merger Agreement provides that, among other things and upon the terms and
subject to the conditions thereof, the following transactions will occur (together with the other transactions contemplated by the Merger Agreement, including the Domestication (as defined below), the “Business Combination Transaction”):
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(i)
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at the closing of the Business Combination Transaction (the “Closing”), in accordance with the Delaware Limited Liability
Company Act (“DGCL”), Merger Sub I will merge with and into Grindr, the separate corporate existence of Merger Sub I will cease, and Grindr will be the surviving corporation and a wholly owned subsidiary of Tiga (the “First Merger”),
and as promptly as practicable and as part of the same overall transaction as the First Merger, the merger of such surviving corporation with and into Merger Sub II (the “Second Merger” and together with the First Merger, the
“Mergers”), with Merger Sub II being the surviving entity of the Second Merger; and
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(ii)
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as a result of the Mergers, among other things, (x) each Grindr series X ordinary unit (“Grindr Series X Ordinary Unit”) and
each Grindr series Y preferred unit (“Grindr Series Y Preferred Unit”, and together with the Grindr Series X Ordinary Units, the “Grindr Units”) that is issued and outstanding immediately prior to the Effective Time (as defined in the
Merger Agreement) shall be cancelled and converted into the right to receive a number of shares of New Grindr Common Stock (as defined below) equal to the quotient obtained by dividing (i) the
Aggregate Merger Stock Consideration (as defined below), by (ii) the number of Aggregate Fully Diluted Grindr Units (as defined below) (the “Exchange Ratio”); (y) each option to purchase Grindr Series X Ordinary Units granted under the
Company Incentive Plan (as defined in the Merger Agreement) (“Grindr Option”) that is then outstanding and unexercised shall be converted into the right to receive an option relating to shares of New Grindr Common Stock upon
substantially the same terms and conditions as are in effect with respect to such Grindr Option immediately prior to the Effective Time, including with respect to vesting and termination-related provisions; and (z) each Grindr Warrant
(as defined below) that is outstanding immediately prior to the Effective Time shall be converted into the right to receive a number of warrants relating to shares of New Grindr Common Stock with substantially the same terms and
conditions as were applicable to such warrant (excluding Grindr Options) to purchase Grindr Units (“Grindr Warrant”) in an amount equal to the pro rata share of the Aggregate Merger Warrant Consideration (as defined below). “Aggregate
Merger Stock Consideration” means a number of shares of New Grindr Common Stock equal to the quotient obtained by dividing (i) the sum of (a) the Grindr
Valuation (as defined below) plus (b) the aggregate exercise price of all in-the-money Grindr Options that are issued and outstanding immediately prior to the Effective Time by (ii) $10.00 plus the number of forward purchase shares and backstop shares received by the Grindr, or which Grindr is entitled to receive under the A&R FPA (as defined below); “Aggregate Merger Warrant
Consideration” means a number of warrants relating to New Grindr Common Stock equal to and on the same terms as the forward purchase warrants and backstop warrants received by Grindr or which Grindr is entitled to receive under the
A&R FPA; .and “Aggregate Fully Diluted Grindr Units” means, without duplication, the aggregate number of Grindr Units that are (i) issued and outstanding immediately prior to the Effective Time and (ii) issuable upon, or subject to,
the settlement of all in-the-money Grindr Options (whether or not then vested or exercisable) that are issued and outstanding immediately prior to the Effective Time.
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Under the Merger Agreement, Tiga has agreed to acquire all Grindr Units for (i) the
Grindr Valuation plus (ii) the aggregate exercise price of all in-the-money Grindr Options that are issued and outstanding immediately prior to the Effective Time the in the form of New Grindr Common Stock (at $10 per share) to be paid at the
effective time of the Business Combination, plus (iii) the number of forward purchase shares and backstop shares received by Grindr
F-10
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
or which Grindr is entitled to receive under the A&R FPA. “Grindr Valuation”
means $1,584,000,000 plus the amount, if any, by which the Permitted Distribution Amount exceeds the Grindr Distribution Amount; “Permitted Distribution Amount” means $370,000,000 and “Grindr Distribution Amount” means the actual amount of any
cash dividend or other dividend or distribution in respect of Grindr Units or equity interests Grindr makes, declares, sets aside, establishes a record date for or makes a payment date for between the date hereof and the Effective Time,
provided that the amount of any such dividend or distribution may not exceed the Permitted Distribution Amount. In addition, all Grindr Options and Grindr Warrants that are outstanding as of immediately prior to the First Merger, will be
converted into options and warrants to purchase shares of New Grindr Common Stock, respectively.
The Special Committee of Tiga has unanimously approved and declared advisable the
Merger Agreement and the Business Combination. In addition, the Board of Directors of Tiga (the “Board”) has unanimously (i) approved and declared advisable the Merger Agreement and the Business Combination and (ii) resolved to recommend
approval of the Merger Agreement and related matters by the shareholders of Tiga.
Prior to the Closing, subject to the approval of Tiga’s shareholders, and in
accordance with the DGCL, Cayman Islands Companies Law (2020 Revision) (the “CICL”) and Tiga’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”), Tiga will
effect a deregistration under the CICL and a domestication under Section 388 of the DGCL with the Secretary of State of Delaware), pursuant to which Tiga’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of
Delaware (the “Domestication”). In connection with the Domestication, Tiga, as the continuing entity in the Domestication, will be renamed “Grindr Inc.” As used herein, “New Grindr” refers to Tiga after the Domestication, including after such
change of name.
In connection with the Domestication, (i) each of the then issued and outstanding
Class A ordinary shares, par value $0.0001 per share, of Tiga (the “Tiga Class A Ordinary Shares”), will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share of New Grindr (the “New Grindr
Common Stock”), (ii) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Tiga (the “Tiga Class B Ordinary Shares”), will convert automatically, on a one-for-one basis, into a share of New Grindr
Common Stock, (iii) each then issued and outstanding warrant of Tiga will convert automatically into a warrant to acquire one share of New Grindr Common Stock (“New Grindr Warrant”), pursuant to the Warrant Agreement, dated November 23, 2020,
between Tiga and Continental Stock Transfer & Trust Company, as warrant agent, and (iv) each then issued and outstanding unit of Tiga will separate and convert automatically into one share of New Grindr Common Stock and one-half of one New
Grindr Warrant.
On November 1, 2022, the registration statement on Form S-4 was declared effective
by the SEC. On the same day, the Company filed its definitive proxy statement/prospectus providing for an extraordinary general meeting on November 15, 2022 on which the shareholders of record as of October 17, 2022 will consider and vote upon:
(i) a proposal to approve and adopt the Merger Agreement and the other transactions contemplated by the Merger Agreement and related agreements described in the definitive proxy statement/prospectus;(ii) a proposal to approve by special
resolution, the change of Tiga’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware;(iii) a proposal
to adopt the proposed certificate of incorporation and bylaws of New Grindr in the form attached as Annex I and J of the definitive proxy statement/prospectus;(iv) to consider and vote upon, on a non-binding advisory basis, certain material
differences between the Company’s amended and restated memorandum and articles of association and the proposed certificate of incorporation and proposed bylaws;(v) a proposal to elect nine directors, who upon consummation of the Business
Combination Transaction, will be the directors of New Grindr;(vi) a proposal to approve the issuance of New Grindr Common Stock to (a) the Forward Purchase Investors (as defined in the definitive proxy statement/prospectus) pursuant to the
backstop commitment and the forward purchase commitment and (b) Grindr’s members pursuant to the Merger Agreement;(vii) a proposal to approve and adopt the Grindr 2022 equity incentive plan, in the form attached as Annex F to the definitive
proxy statement/prospectus; and (viii) a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or
otherwise in connection with, the approval of one or more proposals at the extraordinary general meeting.
F-11
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
The Business Combination Transaction is expected to close on or about November 18,
2022.
Liquidity and Going Concern
As of September 30, 2022, the Company had cash of $100,240. The Company intends to
use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective
target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
The Company will need to raise additional capital through loans or additional
investments from its initial shareholders, officers or directors. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be
limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to the Company on commercially acceptable terms,
if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year and one day from the issuance of this Form 10-Q.
In connection with the Company’s assessment of going concern considerations in
accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until November 27, 2022 to
consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension not requested by the Sponsor, there
will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity conditions and mandatory liquidation, should a Business Combination not occur, and an extension is not requested by the
Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The Company intends to complete its Business Combination. No adjustments have been made to the carrying amounts
of assets or liabilities should the Company be required to liquidate after November 27, 2022.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic and has
concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of
the date of these unaudited condensed consolidated financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In February 2022, the Russian Federation and Belarus commenced a military action
with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on
the world economy is not determinable as of the date of these unaudited condensed consolidated financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as
of the date of these financial statements.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the
Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the
SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a
F-12
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
complete presentation of financial position, results of operations, or cash flows.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position,
operating results and cash flows for the periods presented.
The accompanying unaudited condensed consolidated financial statements should be
read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021 as filed with the SEC on March 22, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily
indicative of the results to be expected for the period ending December 31, 2022 or any future periods.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the
Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not
emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in
its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from
being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application
dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial
statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in
accounting standards used.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with
GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at
least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant and forward purchase agreement liabilities. Such
estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates.
F-13
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three
months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.
Warrant and Forward Purchase Agreement Liability
The Company accounts for the Warrants and the FPA (each as defined below) in
accordance with the guidance contained in ASC 815-40, under which the Warrants and FPA do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants and FPA as liabilities at
their fair value and adjusts the Warrants and FPA to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the condensed
consolidated statements of operations. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed consolidated statements of operations.
The Public Warrants (as defined below) for periods where no observable trade price
was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The fair value
of the Private Placement Warrants (as defined below) was determined using a Black-Scholes-Merton model. The committed units of the FPA are valued using a discounted valuation of a reconstructed unit price and the optional units of the FPA are
valued using the same reconstructed unit price within a Black-Scholes-Merton model framework.
Convertible Promissory Note - Related Party
The Company accounts for its Convertible Note under ASC 815, “Derivatives and
Hedging” (“ASC 815”). Under 815-15-25, an election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for its Convertible Note.
Using the fair value option, the Convertible Note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Convertible Note is recognized as
a non-cash gain or loss on the condensed statements of operations.
The Company has determined the fair value of the note is more accurately recorded at
par since the conversion price is 145% higher than the value of the warrants. No arms-length transaction by a note holder would result in a conversion with this fact pattern, thus it is a more accurate depiction with recording at par. As such,
no fair value change was booked to the consolidated statement of operations.
Marketable Investments Held in Trust Account
At September 30, 2022 and December 31, 2021, substantially all of the assets in the
Trust Account were held in U.S. Treasury securities with a maturity of 185 days or less. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320, “Investments - Debt and Equity
Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed consolidated
balance sheets and adjusted for the amortization or accretion of premiums or discounts.
Class A Ordinary Shares Subject to Possible
Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption
in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are
measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not
solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered
F-14
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
to be outside of the Company’s control and subject to occurrence of uncertain future
events. Accordingly, at September 30, 2022 and December 31, 2021, Class A ordinary shares, 27,600,000, subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed
consolidated balance sheets.
The Company recognizes changes in redemption value immediately as they occur and
adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book
value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.
At September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected
in the condensed consolidated balance sheets are reconciled in the following table:
|
Gross proceeds
|
| |
$278,760,000
|
|
Less:
|
| |
|
|
Proceeds allocated to Public Warrants
|
| |
(15,897,248)
|
|
Class A ordinary shares issuance costs
|
| |
(17,568,199)
|
|
Add:
|
| |
|
|
Accretion of carrying value to redemption value
|
| |
33,465,447
|
|
Class A ordinary shares subject to possible redemption at
December 31, 2020
|
| |
278,760,000
|
|
Plus:
|
| |
|
|
Accretion of carrying value to redemption value
|
| |
5,520,000
|
|
Class A ordinary shares subject to possible redemption at
December 31, 2021
|
| |
284,280,000
|
|
Plus:
|
| |
|
|
Accretion of carrying value to redemption value
|
| |
4,561,899
|
|
Class A ordinary shares subject to possible redemption at
September 30, 2022
|
| |
$288,841,899
|
Income Taxes
The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which
prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to
unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no
connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Net Income (Loss) Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic
260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The net income or loss is allocated to each class of shares using an
allocation of total shares, which is then divided by the total shares for the respective class. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates
fair value.
The calculation of diluted income per share does not consider the effect of the
warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the
F-15
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
occurrence of future events. The warrants are exercisable to purchase 32,360,000
Class A ordinary shares in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the
earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per
ordinary share:
|
|
| |
For the Three Months Ended
September 30,
|
| |
For the Nine Months Ended
September 30,
|
||||||||||||||||||
|
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
||||||||||||
|
|
| |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
|
Basic and diluted net (loss) income per
ordinary share
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Numerator:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Allocation of net (loss) income
|
| |
$(7,347,579)
|
| |
$(1,836,895)
|
| |
$9,464,606
|
| |
$2,366,151
|
| |
$(6,954,578)
|
| |
$(1,738,645)
|
| |
$18,263,013
|
| |
$4,565,753
|
|
Denominator:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Basic and diluted weighted average shares outstanding
|
| |
27,600,000
|
| |
6,900,000
|
| |
27,600,000
|
| |
6,900,000
|
| |
27,600,000
|
| |
6,900,000
|
| |
27,600,000
|
| |
6,900,000
|
|
Basic and diluted net (loss) income per ordinary share
|
| |
$(0.27)
|
| |
$(0.27)
|
| |
$0.34
|
| |
$0.34
|
| |
$(0.25)
|
| |
$(0.25)
|
| |
$0.66
|
| |
$0.66
|
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of
credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not
exposed to significant risks on such account.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received for sale of an asset or
paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
|
•
|
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
|
•
|
Level 2, defined as inputs other than quoted prices in active markets that are directly or indirectly observable such as
quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
|
•
|
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop
its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
In some circumstances, the inputs used to measure fair value might be categorized
within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
As of September 30, 2022 and December 31, 2021, the carrying values of cash, prepaid
expenses, accrued expenses, advances from related parties and notes payable from related parties approximate their fair values primarily due to the short-term nature of the instruments.
F-16
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are
derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially
recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed consolidated balance sheets as current or non-current
based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Recent Accounting Standards
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting
Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to measure all expected credit losses for financial assets held at the reporting
date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 also requires additional disclosures regarding significant estimates and judgments used in estimating credit losses, as well as the
credit quality and underwriting standards of an entity’s portfolio. The Company expects to adopt the provisions of this guidance on January 1, 2023. The adoption is not expected to have a material impact on the Company’s condensed consolidated
financial statements.
Besides the above, the Company’s management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted. would have a material effect on the accompanying condensed consolidated financial statements.
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units, which
includes the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant
(“Public Warrant” and together with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share, subject to adjustment
(see Note 8).
NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor
purchased an aggregate of 10,280,000 Initial Private Placement Warrants at a price of $1.00 per Initial Private Placement Warrant, for an aggregate purchase price of $10,280,000. Each Initial Private Placement Warrant is exercisable to purchase
one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Initial Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust
Account. On May 18, 2021, November 17, 2021, and May 23, 2022, respectively, the Company announced the approval and extension of the time period to consummate a Business Combination and the approval of the issuance and sale of certain private
placement warrants in connection therewith. On May 20, 2021, November 22, 2021, and May 24, 2022, respectively, the required deposit of $2,760,000 was placed into the Trust Account and on May 25, 2021, November 23, 2021, and May 25, 2022,
respectively, the Company issued and sold to the Sponsor 2,760,000 private placement warrants (the “Extension Private Placement Warrants” and together with the Initial Private Placement Warrants, the “Private Placement Warrants”). Thereafter,
the total amount of outstanding Private Placement Warrants is 18,560,000. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sales of the Private Placement Warrants will be used to fund
the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
F-17
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
NOTE 5 — RELATED PARTY TRANSACTIONS
Founder Shares
In July 2020, the Sponsor paid $25,000 to cover certain offering and formation costs
of the Company in consideration for 5,750,000 Class B ordinary shares (the “Founder Shares”). On November 23, 2020, the Sponsor transferred 20,000 Founder Shares to each of the three independent directors for approximately the same per-share
price initially paid by the Sponsor. On November 23, 2020, the Company effected a 1,150,000-share dividend, resulting in 6,900,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share
dividend. The Founder Shares included an aggregate of up to 900,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal,
on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 900,000 Founder
Shares are no longer subject to forfeiture.
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or
sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per
share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination,
or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or
other property.
Administrative Support Agreement
Commencing on November 23, 2020, the Company entered into an agreement to pay an
affiliate of the Sponsor up to $10,000 per month for overhead expenses and related services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended
September 30, 2022, the Company incurred $30,000 and $90,000 of such fees, respectively, of which $50,000 are included in accrued expenses in the accompanying condensed consolidated balance sheets.
For the three and nine months ended September 30, 2021, the Company incurred and
paid $30,000 and $90,000 of such fees, respectively.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the
Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by
promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of notes may be converted upon completion of a Business Combination into warrants at a price
of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working
Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On March 16, 2022, the Board of Directors of the Company authorized the execution and delivery of a Convertible Promissory Note in the
principal amount of $2,000,000 (the “Note”) to the Sponsor as part of the Working Capital Loans. On January 25, 2022, March 31, 2022, May 12, 2022, June 27, 2022, and September 28, 2022, the Sponsor had advanced the sum of $750,000, $300,000,
$430,000, $200,000, and $100,000 respectively, to the Company on account of the Note. All unpaid principal under the Note shall be due and payable in full on the effective date of the Company’s initial business combination, unless accelerated
upon the occurrence of an event of default. At September 30, 2022, there was $1,780,000 outstanding under this Note and the amount available for withdrawal under the Note totaled $220,000. At December 31, 2021 there were no amounts due under
the Note.
F-18
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Registration Rights
Pursuant to a registration and shareholders rights agreement entered into on
November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement
Warrants and warrants that may be issued upon conversion of the Working Capital Loans) and forward purchase shares and forward purchase warrants (and underlying Class A ordinary shares) will be entitled to registration rights. The holders of
these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in
the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Forward Purchase Agreement
The Company entered into a forward purchase agreement (the “FPA”) with the Sponsor
which provides for the purchase by the Sponsor or its permitted transferee (the “forward purchaser”) of an aggregate of 5,000,000 Class A ordinary shares, plus an aggregate of 2,500,000 redeemable warrants (the “forward purchase warrants”) to
purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 per Class A ordinary share, in a private placement to close prior to or concurrently with the closing of a Business Combination.
Pursuant to the forward purchase agreement, the forward purchaser was also granted an option to subscribe, in the forward purchaser’s sole discretion, for an additional 5,000,000 Class A ordinary shares plus an additional 2,500,000 redeemable
warrants to purchase one Class A ordinary share at $11.50 per share, for an additional purchase price of $50,000,000, or $10.00 per Class A ordinary share, in one or multiple private placements to close prior to or concurrently with the closing
of a Business Combination (the “Optional FPA”). The obligations under the forward purchase agreement do not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. The forward purchase warrants will have the same
terms as the Public Warrants.
On May 9, 2022, concurrently with the execution of the Merger Agreement, the Company
entered into an amended and restated forward purchase agreement (the “A&R FPA” or “Forward Purchase Agreement”) with the Sponsor. The A&R FPA replaces the FPA that was entered into in connection with the closing of the Initial Public
Offering. The A&R FPA provides for the purchase by the forward purchaser of an aggregate of 5,000,000 Class A ordinary shares, plus an aggregate of 2,500,000 forward purchase warrants to purchase one share of New Grindr Common Stock at
$11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 per Class A ordinary share, in a private placement to close prior to or concurrently with the closing of a Business Combination (the “Committed FPA”). In addition, to
the extent that the Non-FPS Amount (as defined in the A&R FPA) is less than $50,000,000 immediately prior to the closing of a Business Combination but following the Domestication, the forward purchaser has agreed pursuant to the A&R FPA
to purchase (a) a number of shares of Class A ordinary shares (the “backstop shares”) equal to (A) (x) $50,000,000 minus (y) the Non-FPS Amount, divided by (B) $10.00, rounded down to the nearest whole number and (b) a number of redeemable
warrants (the “backstop warrants”) equal to (I) the number of backstop shares in clause (a) multiplied by (II) 0.5, rounded down to the nearest whole number. In addition to the foregoing, the forward purchaser may, at its discretion (regardless
of the Non-FPS Amount), subscribe for up to 5,000,000 backstop shares plus up to 2,500,000 backstop warrants at $11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 for each backstop share and one-half of one backstop
warrant (the “Optional FPA”). Prior to the Closing, it is expected that the Company, the Sponsor and San Vicente Parent LLC will enter into the Joinder and Assignment Agreement to the A&R FPA, which among other things, will provide for the
transfer and assignment of the Sponsor’s rights and obligations under the A&R FPA to San Vicente Parent LLC. It is expected that San Vicente Parent LLC will satisfy its obligations under the A&R FPA prior to the Closing.
F-19
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
The proceeds from the sale of the forward purchase securities may be used as part of
the consideration to the sellers in a Business Combination, expenses in connection with a Business Combination or for working capital. This purchase will be required to be made regardless of whether any Class A ordinary shares are redeemed by
the Public Shareholders and are intended to provide the Company with a minimum funding level for a Business Combination.
Advisory Agreement
On May 9, 2022 the Company has entered into an agreement with an advisor to provide
strategic advice and assistance related to the potential Business Combination with Grindr Group LLC. Raine will provide strategic advice and assistance to the Company in respect of the Transaction involving the Target and will perform such
services for the Company as are customary and appropriate in transactions of this type as may from time to time be agreed upon by the advisor and the Company (including advice on the structure, negotiation strategy, valuation analyses, investor
marketing, financial terms and other financial matters) that the Company reasonably requests. In the event of a successful Business Combination, Raine will be entitled to a $5,000,000 success fee and in the event that the Company’s public
shareholders redeem 50% or less of the Company’s Class A common stock held by non-affiliates of the Company, the Company shall pay or cause to be paid to the advisor an incentive fee equal to $2,000,000. Any Incentive Fee payable in connection
with the Transaction will be paid to the advisor in cash by wire transfer of immediately available funds immediately prior to or concurrently with the consummation of the Transaction. In the event that the Company’s public shareholders do not
redeem 50% or less of the Company’s Class A common stock held by non-affiliates of the Company, the Company, in its sole discretion, may pay to the advisor the Incentive Fee taking into account the amount of work performed by the advisor in
connection with Raine’s engagement hereunder and the incremental value provided by the advisor to the Company in connection with the Transaction as determined by the Company.
Transaction Support Agreement
On May 9, 2022, concurrently with the execution of the Merger Agreement, Grindr,
Tiga, Merger Sub I, the Sponsor and the directors of Tiga entered into the Transaction Support Agreement. Pursuant to the terms of the Transaction Support Agreement, the Sponsor and the directors of Tiga agreed to, among other things, vote or
cause its shares to vote in favor of the Business Combination Proposal (as defined in the Merger Agreement) and the other proposals included in the accompanying proxy statement/prospectus.
Unitholder Support Agreement
In connection with the execution of the Merger Agreement, Tiga entered into a
support agreement (the “Unitholder Support Agreement”) with Grindr and certain unitholders of Grindr (the “Requisite Unitholders”). Pursuant to the Unitholder Support Agreement, the Requisite Unitholders agreed to, among other things, vote to
adopt and approve the Merger Agreement, the Mergers and any other matters necessary or reasonably requested by Tiga for the consummation of the Mergers, in each case, subject to the terms and conditions of the Unitholder Support Agreement.
A&R Registration Rights Agreement
The Merger Agreement contemplates that, at the Closing, New Grindr, the Sponsor, the
independent directors of Tiga and certain securityholders of Grindr will enter into the Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), pursuant to which New Grindr will agree to register for
resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain shares of New Grindr Common Stock and other equity securities of New Grindr that are held by the parties thereto from time to time.
NOTE 7 — SHAREHOLDERS’ DEFICIT
Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the
Company’s board of directors. At September 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding.
F-20
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share.
At September 30, 2022 and December 31, 2021, there were 27,600,000 Class A ordinary shares issued and outstanding which are presented as temporary equity.
Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share.
At September 30, 2022 and December 31, 2021, there were 6,900,000 Class B ordinary shares issued and outstanding. Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business
Combination.
Holders of Class A ordinary shares and Class B ordinary shares will vote together as
a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of a
Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares
issued and outstanding upon completion of Initial Public Offering, plus (ii) the total number of ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued
by the Company in connection with or in relation to the completion of a Business Combination (including the forward purchase shares, but not the forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities
exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor or any of their respective affiliates upon conversion of
Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.
NOTE 8 — WARRANTS
Public Warrants may only be exercised for a whole number of shares. No fractional
shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public
Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A ordinary shares pursuant to
the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a
prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a
warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
The Company has agreed that as soon as practicable, but in no event later than 20
business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable
upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such
registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon
exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will
have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A ordinary shares are, at the time of
any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of
F-21
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
Public Warrants who exercise their warrants to do so on a “cashless basis” in
accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of warrants when the price per
Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private
Placement Warrants):
|
•
|
in whole and not in part;
|
|
•
|
at a price of $0.01 per warrant;
|
|
•
|
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
|
|
•
|
if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day
period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends,
reorganizations, recapitalizations and the like).
|
If and when the warrants become redeemable by the Company, the Company may exercise
its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Redemption of warrants when the price per
Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:
|
•
|
in whole and not in part;
|
|
•
|
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to
exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares;
|
|
•
|
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share
dividends, reorganizations, recapitalizations and the like); and
|
|
•
|
if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations,
recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
The exercise price and number of ordinary shares issuable upon exercise of the
Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants
will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business
Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any
distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
In addition, if (x) the Company issues additional Class A ordinary shares or
equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue
price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as
applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination
on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on
which
F-22
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
the Company consummates its Business Combination (such price, the “Market Value”) is
below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price will
be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
The Private Placement Warrants are identical to the Public Warrants underlying the
Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days
after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are
held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the
Company and exercisable by such holders on the same basis as the Public Warrants.
NOTE 9 — FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects
management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement
date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal
assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the
assets and liabilities:
|
Level 1:
|
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market
in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
|
Level 2:
|
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar
assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
|
Level 3:
|
Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or
liability.
|
The Company classifies its U.S. Treasury and equivalent securities as
held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury
securities are recorded at amortized cost on the accompanying condensed consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts.
At September 30, 2022 and December 31, 2021, assets held in the Trust Account were
comprised of $10,212 in cash and $288,831,687 in U.S. Treasury securities and $6,579 in cash and $284,373,197 in U.S. Treasury securities, respectively. During the nine months ended September 30, 2022 and the year ended December 31, 2021, the
Company did not withdraw any interest income from the Trust Account.
F-23
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
The following table presents the gross holding gain and loss and fair value of
held-to-maturity securities at September 30, 2022 and December 31, 2021:
|
|
| |
Held-To-Maturity
|
| |
Level
|
| |
Amortized
Cost
|
| |
Gross
Holding
Gain/(Loss)
|
| |
Fair
Value (i)
|
|
September 30, 2022
|
| |
U.S. Treasury Securities (Matured on 09/19/22, reinvested and mature on
10/18/22)
|
| |
1
|
| |
$288,831,687
|
| |
$48,439
|
| |
$288,880,126
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
December 31, 2021
|
| |
U.S. Treasury Securities (Matured on 1/25/2022)
|
| |
1
|
| |
$284,373,197
|
| |
$959
|
| |
$284,374,156
|
|
(i)
|
Fair value of securities does not include cash held in trust in the amount of $10,212 and $6,579, as of September 30, 2022 and
December 31, 2021, respectively.
|
At September 30, 2022, there were 13,800,000 Public Warrants and 18,560,000 Private
Placement Warrants outstanding, respectively. At December 31, 2021, there were 13,800,000 Public Warrants and 15,800,000 Private Placement Warrants outstanding, respectively.
The following table presents information about the Company’s assets and liabilities
that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
|
|
| |
Level
|
| |
September 30,
2022
|
| |
Level
|
| |
December 31,
2021
|
|
Warrant liabilities – public warrants
|
| |
1
|
| |
$9,522,000
|
| |
1
|
| |
$9,798,000
|
|
Warrant liabilities – private placement warrants
|
| |
2
|
| |
$12,806,400
|
| |
3
|
| |
$11,422,018
|
|
FPA liabilities – committed
|
| |
3
|
| |
$4,039,552
|
| |
3
|
| |
$2,474,941
|
|
FPA liabilities – optional
|
| |
3
|
| |
$4,039,552
|
| |
3
|
| |
$2,533,104
|
Transfers to and from Levels 1, 2 and 3 are recognized at the end of the reporting
period in which a change in valuation technique or methodology occurs. On January 14, 2021, the Company’s Class A ordinary shares and Public Warrants commenced trading separately on the New York Stock Exchange. As there is now a listed price on
an active market, Public Warrants totaling $17,940,000 have been reclassified from a Level 3 to Level 1 instrument during the nine months ended September 30, 2021. During the nine months ended September 30, 2022, $12,806,400 was reclassified
from a Level 3 to a Level 2.
Subsequent to the detachment of the Public Warrants from the Units, the Public
Warrants quoted market price is used as the fair value as of each relevant date. The fair value of the Private Placement Warrants is determined using a Black-Scholes-Merton model. At September 30, 2022, due to the similar terms of the Public
Warrants, the Private Placement Warrants were transferred to Level 2 and valued using the Company’s Public Warrants Warrant price. Any difference between the Public Warrants and Private Placement Warrants was determined to be de minimus. The
committed units of the FPA are valued using a discounted valuation of a reconstructed unit price and the optional units of the FPA are valued using the same reconstructed unit price within a Black-Scholes-Merton model framework. The Warrants
and FPA are accounted for as liabilities in accordance with ASC 815-40. The warrant liabilities and FPA are measured at fair value at on a recurring basis, with changes in fair value presented in the statements of operations.
F-24
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
The following table provides quantitative information regarding Level 3 fair Base
value measurement inputs at their measurement dates:
|
|
| |
At
September 30, 2022
|
| |
At
December 31, 2021
|
|
Warrants-private placement
|
| |
|
| |
|
|
Common stock price
|
| |
$*N/A
|
| |
$10.13
|
|
Volatility
|
| |
*N/A%
|
| |
10.20%
|
|
Expected life of the options to convert
|
| |
*N/A
|
| |
5.45 years
|
|
Risk free rate
|
| |
*N/A%
|
| |
1.30%
|
|
Dividend yield
|
| |
*N/A%
|
| |
0%
|
|
|
| |
|
| |
|
|
FPA-committed
|
| |
|
| |
|
|
Common stock price
|
| |
$10.38
|
| |
$10.13
|
|
Time to maturity
|
| |
0.25 years
|
| |
0.45 years
|
|
Risk Free rate
|
| |
3.33%
|
| |
0.17%
|
|
|
| |
|
| |
|
|
FPA-optional
|
| |
|
| |
|
|
Common stock price
|
| |
$10.38
|
| |
$10.13
|
|
Volatility
|
| |
2.8%
|
| |
5.0%
|
|
Time to maturity
|
| |
0.25 years
|
| |
0.45 years
|
|
Risk Free rate
|
| |
3.33%
|
| |
0.17%
|
|
*
|
Assumptions not applicable as the value of the Private Placement Warrants were valued using the Public Warrants price at
September 30, 2022.
|
The common stock price is the closing price of the Class A ordinary shares as of
September 30, 2022. Volatility assumptions are based on volatilities of the publicly traded warrants and guideline public companies in target industry. The most significant input is volatility and significant increases (decreases) in the
expected volatility in isolation would result in a significantly higher (lower) fair value measurement. Time to maturity for the Private Placement Warrants is assumed to be equivalent to their remaining contractual term while for the FPA is the
expected time to exercise. The risk-free rate is based on U.S. Treasury rates commensurate with the remaining time to expiration of the liability. The Company anticipates the dividend to remain at zero.
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting
period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement during the year ended December 31, 2021 was $17,940,000. The
estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurements during the nine months ended September 30, 2022 was $12,806,400.
F-25
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
The following table presents the changes in the fair value of the Warrants and the
FPA liabilities at September 30, 2022:
|
|
| |
Public
Warrants
|
| |
Private
Placement
Warrants
|
| |
Total
Warrant
Liabilities
|
| |
Committed
FPA
|
| |
Optional
FPA
|
| |
Total FPA
Liabilities
|
|
Fair value as of
December 31, 2021
|
| |
$9,798,000
|
| |
$11,422,018
|
| |
$21,220,018
|
| |
$2,474,941
|
| |
$2,533,104
|
| |
$5,008,045
|
|
Additional Private
Placement Warrants
May 25, 2022
|
| |
—
|
| |
2,760,000
|
| |
2,760,000
|
| |
—
|
| |
—
|
| |
—
|
|
Fair Value of Private
Placement Warrants in
excess of purchase price
|
| |
—
|
| |
81,153
|
| |
81,153
|
| |
—
|
| |
—
|
| |
—
|
|
Change in fair value
|
| |
(276,000)
|
| |
(1,456,771)
|
| |
(1,732,771)
|
| |
1,564,611
|
| |
1,506,448
|
| |
3,071,059
|
|
Fair value as of
September 30, 2022
|
| |
$9,522,000
|
| |
$12,806,400
|
| |
$22,328,400
|
| |
$4,039,552
|
| |
$4,039,552
|
| |
$8,079,104
|
The following table presents the changes in the fair value of the Warrants and the
FPA liabilities at September 30, 2021:
|
|
| |
Public
Warrants
|
| |
Private
Placement
Warrants
|
| |
Total
Warrant
Liability
|
| |
Committed
FPA
|
| |
Optional
FPA
|
| |
Total FPA
Liability
|
|
Fair value as of December 31, 2020
|
| |
$22,364,221
|
| |
$16,867,946
|
| |
$39,232,167
|
| |
$2,947,167
|
| |
$3,810,610
|
| |
$6,757,777
|
|
Additional Private Placement Warrants May 25, 2021
|
| |
—
|
| |
2,760,000
|
| |
2,760,000
|
| |
—
|
| |
—
|
| |
—
|
|
Fair Value of Private Placement Warrants in excess of
purchase price
|
| |
—
|
| |
(79,548)
|
| |
(79,548)
|
| |
—
|
| |
—
|
| |
—
|
|
Change in fair value
|
| |
(12,704,221)
|
| |
(10,198,617)
|
| |
(22,902,838)
|
| |
(530,856)
|
| |
(759,159)
|
| |
(1,290,015)
|
|
Fair value as of September 30, 2021
|
| |
$9,660,000
|
| |
$9,349,781
|
| |
$19,009,781
|
| |
$2,416,311
|
| |
$3,051,451
|
| |
$5,467,762
|
NOTE 10 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the
condensed consolidated balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, except as noted below the Company did not identify any subsequent events that have not been
disclosed in the condensed consolidated financial statements.
First Amendment to Merger Agreement
On October 5, 2022, the Company entered into the first amendment to the Merger
Agreement, by and among Tiga, Merger Sub I, Merger Sub II and Grindr.
Proxy Statement/Prospectus Effectiveness
On November 1, 2022, the proxy statement/prospectus was declared effective and the
Company commenced with mailing the proxy materials to the Company’s shareholders ahead of the extraordinary general meeting of the Company’s shareholders on November 15, 2022.
F-26
TIGA ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)
On October 25, 2022, Credit Suisse Securities (USA) LLC (“Credit Suisse”) delivered
a notice of resignation to the SEC pursuant to Section 11(b)(1) under the Securities Act indicating that, effective as of May 10, 2022, they had resigned from, or ceased or refused to act in, any capacity and relationship with respect to the
Business Combination, and disclaimed taking part in any preparation and any responsibility for any portion of information disclosed in the proxy statement/prospectus. In addition, in a letter to the Company dated October 28, 2022, Credit Suisse
expressly waived all deferred underwriting commissions owed to them pursuant to the underwriting agreement, dated November 23, 2020 (the “Underwriting Agreement”), among Credit Suisse, Goldman Sachs (ASIA) L.L.C. (“Goldman Sachs”) and the
Company. Credit Suisse has performed all their obligations under the Underwriting Agreement to obtain their fee and is therefore waiving their right to be compensated. In combination with the fee waiver provided by Goldman Sachs on May 16, 2022
where it has agreed to waive its rights to the deferred underwriting commission in connection with its decision not to provide further services as a financial advisor, placement agent, capital markets advisor or in any other capacity in
connection with closing of the Business Combination, the deferred fee of $9,660,000 has been entirely waived and therefore, the Company has been subsequently relieved of this obligation.
F-27
To the Shareholders and the Board of Directors of
Tiga Acquisition Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Tiga Acquisition Corp. (the “Company”) as of December 31, 2021 and 2020 and the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2021 and for the period from July 27,
2020 (Inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and for the period from July 27, 2020 (Inception) through December 31, 2020, in conformity with accounting principles
generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by the close of business on May 27,
2022, then the Company will cease all operations except for the purpose of liquidating. This date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since 2020.
New York, New York
March 22, 2022
PCAOB ID Number 100
F-28
TIGA ACQUISITION CORP.
|
|
| |
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
ASSETS
|
| |
|
| |
|
|
Current Assets
|
| |
|
| |
|
|
Cash
|
| |
$17,499
|
| |
$1,144,776
|
|
Prepaid expenses
|
| |
123,750
|
| |
262,499
|
|
Total Current Assets
|
| |
141,249
|
| |
1,407,275
|
|
|
| |
|
| |
|
|
Cash and Investments held in Trust Account
|
| |
284,379,776
|
| |
278,774,646
|
|
Total Assets
|
| |
$284,521,025
|
| |
$280,181,921
|
|
|
| |
|
| |
|
|
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
| |
|
| |
|
|
Current Liabilities:
|
| |
|
| |
|
|
Accrued expenses
|
| |
$559,183
|
| |
$37,067
|
|
Accrued offering costs
|
| |
—
|
| |
26,780
|
|
Total Current Liabilities
|
| |
559,183
|
| |
63,847
|
|
|
| |
|
| |
|
|
Forward Purchase Agreement Liabilities
|
| |
5,008,045
|
| |
6,757,777
|
|
Warrant liability
|
| |
21,220,018
|
| |
39,232,167
|
|
Deferred underwriting fee payable
|
| |
9,660,000
|
| |
9,660,000
|
|
Total Liabilities
|
| |
36,447,246
|
| |
55,713,791
|
|
|
| |
|
| |
|
|
Commitments and Contingencies
|
| |
|
| |
|
|
Class A ordinary shares subject to possible redemption,
$0.0001 par value; 27,600,000 shares at approximately $10.30 and $10.10 per share as of December 31, 2021 and 2020, respectively
|
| |
284,280,000
|
| |
278,760,000
|
|
|
| |
|
| |
|
|
Shareholders’ Deficit
|
| |
|
| |
|
|
Preference shares, $0.0001 par value; 1,000,000 shares
authorized; no shares issued and outstanding
|
| |
—
|
| |
—
|
|
Class A ordinary shares, $0.0001 par value; 200,000,000
shares authorized; excluding 27,600,000 shares subject to possible redemption at December 31, 2021 and 2020, respectively
|
| |
—
|
| |
—
|
|
Class B ordinary shares, $0.0001 par value; 20,000,000
shares authorized; 6,900,000 shares issued and outstanding as of December 31, 2021 and 2020, respectively
|
| |
690
|
| |
690
|
|
Additional paid-in capital
|
| |
—
|
| |
—
|
|
Accumulated deficit
|
| |
(36,206,911)
|
| |
(54,292,560)
|
|
Total Shareholders’ Deficit
|
| |
(36,206,221)
|
| |
(54,291,870)
|
|
Total Liabilities and Shareholders’ Deficit
|
| |
$284,521,025
|
| |
$280,181,921
|
The accompanying notes are an integral part of the financial statements.
F-29
STATEMENTS OF OPERATIONS
|
|
| |
For the
Year
Ended
December 31,
2021
|
| |
For the
Period from July 27,
2020 (inception) to
December 31,
2020
|
|
Operating costs
|
| |
$1,761,362
|
| |
$124,923
|
|
Loss from operations
|
| |
(1,761,362)
|
| |
(124,923)
|
|
|
| |
|
| |
|
|
Other income (expenses):
|
| |
|
| |
|
|
Interest earned on investments held in Trust Account
|
| |
85,130
|
| |
14,646
|
|
Change in fair value of warrant liabilities
|
| |
23,121,405
|
| |
(11,408,319)
|
|
Fair value of private placement warrant in excess of purchase price
|
| |
—
|
| |
(1,646,600)
|
|
Change in fair value of forward purchase agreement liabilities
|
| |
1,749,732
|
| |
(3,358,302)
|
|
Initial loss on forward purchase agreement liabilities
|
| |
—
|
| |
(3,399,475)
|
|
Transaction costs allocable to derivatives
|
| |
—
|
| |
(928,450)
|
|
Total other income (expenses), net
|
| |
24,956,267
|
| |
(20,726,500)
|
|
|
| |
|
| |
|
|
Net income (loss)
|
| |
$23,194,905
|
| |
$(20,851,423)
|
|
|
| |
|
| |
|
|
Weighted average shares outstanding of Class A ordinary shares
|
| |
27,600,000
|
| |
21,660,759
|
|
Basic and diluted net income (loss) per share, Class A
ordinary shares
|
| |
$0.67
|
| |
$(0.79)
|
|
Weighted average shares outstanding of Class B ordinary shares
|
| |
6,900,000
|
| |
4,870,253
|
|
Basic and diluted net income (loss) per share, Class B
ordinary shares
|
| |
$0.67
|
| |
$(0.79)
|
The accompanying notes are an integral part of the financial statements.
F-30
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
|
|
| |
Class B Ordinary
Shares
|
| |
Additional
Paid-in
Capital
|
| |
Accumulated
Deficit
|
| |
Total
Shareholders’
Deficit
|
|||
|
|
| |
Shares
|
| |
Amount
|
| ||||||||
|
Balance – July 27, 2020 (inception)
|
| |
—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
|
Issuance of Class B ordinary shares to Sponsors
|
| |
6,900,000
|
| |
690
|
| |
24,310
|
| |
—
|
| |
25,000
|
|
Accretion for Class A ordinary shares to redemption amount
|
| |
—
|
| |
—
|
| |
(24,310)
|
| |
(33,441,137)
|
| |
(33,465,447)
|
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(20,851,423)
|
| |
(20,851,423)
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Balance – December 31, 2020
|
| |
6,900,000
|
| |
$690
|
| |
$—
|
| |
$(54,292,560)
|
| |
$(54,291,870)
|
|
Cash received in excess of fair value of Private Placement
Warrants
|
| |
—
|
| |
—
|
| |
410,744
|
| |
—
|
| |
410,744
|
|
Accretion for Class A ordinary shares to redemption amount
|
| |
—
|
| |
—
|
| |
(410,744)
|
| |
(5,109,256)
|
| |
(5,520,000)
|
|
Net income
|
| |
—
|
| |
—
|
| |
—
|
| |
23,194,905
|
| |
23,194,905
|
|
Balance – December 31, 2021
|
| |
6,900,000
|
| |
$690
|
| |
$—
|
| |
$(36,206,911)
|
| |
$(36,206,221)
|
The accompanying notes are an integral part of the financial statements.
F-31
STATEMENTS OF CASH FLOWS
|
|
| |
For the
Year Ended
December 31,
2021
|
| |
For the
Period from
July 27, 2020
(inception) to
December 31,
2020
|
|
Cash Flows from Operating Activities:
|
| |
|
| |
|
|
Net income (loss)
|
| |
$23,194,905
|
| |
$(20,851,423)
|
|
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
|
| |
|
| |
|
|
Change in fair value of warrant liabilities
|
| |
(23,121,405)
|
| |
11,408,319
|
|
Change in fair value of forward purchase agreement liabilities
|
| |
(1,749,732)
|
| |
3,358,302
|
|
Fair value of private placement warrants in excess of purchase price
|
| |
—
|
| |
1,646,600
|
|
Interest earned on investments held in Trust Account
|
| |
(85,130)
|
| |
(14,646)
|
|
Formation cost paid by Sponsor in exchange for issuance of founder shares
|
| |
—
|
| |
5,000
|
|
Initial loss on forward purchase agreement liabilities
|
| |
—
|
| |
3,399,475
|
|
Transaction costs allocable to derivatives
|
| |
—
|
| |
928,450
|
|
Changes in operating assets and liabilities:
|
| |
|
| |
|
|
Prepaid expenses
|
| |
138,749
|
| |
(262,499)
|
|
Accrued expenses
|
| |
522,116
|
| |
37,067
|
|
Net cash used in operating activities
|
| |
$(1,100,497)
|
| |
$(345,355)
|
|
|
| |
|
| |
|
|
Cash Flows from Investing Activities:
|
| |
|
| |
|
|
Investment of cash into Trust Account
|
| |
$(5,520,000)
|
| |
$(278,760,000)
|
|
Net cash used in investing activities
|
| |
$(5,520,000)
|
| |
$(278,760,000)
|
|
|
| |
|
| |
|
|
Cash Flows from Financing Activities:
|
| |
|
| |
|
|
Proceeds from sale of Units, net of underwriting discounts paid
|
| |
—
|
| |
270,480,000
|
|
Proceeds from promissory note – related party
|
| |
—
|
| |
300,000
|
|
Repayment of promissory note – related party
|
| |
—
|
| |
(300,000)
|
|
Payment of offering costs
|
| |
(26,780)
|
| |
(509,869)
|
|
Proceeds from sale of Private Placements Warrants
|
| |
5,520,000
|
| |
10,280,000
|
|
Net cash provided by financing activities
|
| |
$5,493,220
|
| |
$280,250,131
|
|
|
| |
|
| |
|
|
Net Change in Cash
|
| |
$(1,127,277)
|
| |
$1,144,776
|
|
Cash – Beginning of period
|
| |
1,144,776
|
| |
—
|
|
Cash – End of period
|
| |
$17,499
|
| |
$1,144,776
|
|
|
| |
|
| |
|
|
Non-Cash investing and financing activities:
|
| |
|
| |
|
|
Offering costs included in accrued offering costs
|
| |
$—
|
| |
$26,780
|
|
Deferred offering costs paid by Sponsor in exchange for
the issuance of Class B ordinary shares
|
| |
$—
|
| |
$20,000
|
|
Deferred underwriting fee payable
|
| |
$—
|
| |
$9,660,000
|
The accompanying notes are an integral part of the financial statements.
F-32
Tiga Acquisition Corp. (the “Company”)
is a blank check company incorporated as a Cayman Islands exempted company on July 27, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses or entities (a “Business Combination”).
The Company is not limited to a particular industry or sector for
purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of December 31, 2021, the Company had not commenced any
operations. All activity for the period from July 27, 2020 (inception) and since the initial public offering through December 31, 2021 relates to the Company’s formation and the preparation for the initial public offering (the “Initial Public Offering”), which is described below. Since the Initial Public Offering, the Company’s activity has been limited to the search for a business combination target. The Company will not generate
any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The registration statement for the Initial Public Offering was
declared effective on November 23, 2020. On November 27, 2020, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares
included in the Units sold, the “Public Shares”) which included the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross
proceeds of $276,000,000 which is described in Note 3.
Simultaneously with the closing of the Initial Public Offering,
the Company consummated the sale of 10,280,000 warrants (the “Initial Private Placement Warrants”) at a price of $1.00 per Initial Private Placement Warrant in a private placement to Tiga Sponsor LLC
(the “Sponsor”), generating gross proceeds of $10,280,000, which is described in Note 4.
Transaction costs amounted to $15,736,649, consisting of
$5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $556,649 of other offering costs.
Following the closing of the Initial Public Offering on
November 27, 2020, an amount of $278,760,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Initial Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), with a maturity of 185 days or less until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
The Company’s management has broad discretion with respect to the
specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants (as defined below), although substantially all of the net proceeds are intended to be applied generally toward consummating a
Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account
(excluding the amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company
owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the
Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve
the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The
Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially
anticipated to be $10.10 per Public Share),
F-33
including interest (which interest shall be net of taxes payable), divided by the
number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the
deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
The Company will proceed with a Business Combination only if the
Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of
the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association,
conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be
included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 5)
and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote,
irrespective of whether they vote for or against a proposed Business Combination.
Notwithstanding the foregoing, if the Company seeks shareholder
approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting
in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from
redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.
The Sponsor has agreed (a) to waive its redemption rights with
respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the
substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the
Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem
their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay
taxes, divided by the number of then issued and outstanding Public Shares.
The Company will have up until May 27, 2022 to consummate a
Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by May 27, 2022, it may, by resolution of the board if requested by the Sponsor, extend the period of time to consummate a
Business Combination by an additional 6 months (until November 27, 2022 to complete a Business Combination), subject to the Sponsor purchasing additional Private Placement Warrants, such extended deadline, the “Contractual
Redemption Date.” The shareholders will not be entitled to vote or redeem their shares in connection with any such extension. In order for the time available for the Company to consummate a Business Combination to be extended, the
Sponsor or its affiliates or permitted designees, upon five days advance notice prior to the applicable deadline, must purchase an additional 2,760,000 Private Placement Warrants at $1.00 per warrant and deposit the $2,760,000 in proceeds into
the Trust Account on or prior to the date of the applicable deadline, for the 6 month extension.
If the Company has not completed a Business Combination within the
Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by
the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s
F-34
obligations under Cayman Islands law to provide for claims of creditors and the
requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the
Combination Period.
The Sponsor has agreed to waive its rights to liquidating
distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire
Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to
their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds
held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the
Initial Public Offering price per Unit.
In order to protect the amounts held in the Trust Account, the
Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a
prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.30 per Public Share or (2) the actual amount per Public Share held in the
Trust Account as of the date of the liquidation of the Trust Account, if less than $10.30 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will
not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain
liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the
Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to
have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any
right, title, interest or claim of any kind in or to monies held in the Trust Account.
Going Concern
In connection with the Company’s assessment of going concern
considerations in accordance with Financial Accounting Standard Board’s Accounting Standards (“FASB”) Update (“ASU”) 2014-15, “Disclosures of Uncertainties about
an Entity’s Ability to Continue as a Going Concern,” the Company has until May 27, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. However, if the
Company anticipates that it may not be able to consummate a Business Combination by May 27, 2022, it may, by resolution of the board if requested by the Sponsor, extend the period of time to consummate a Business Combination by an additional 6
months (until November 27, 2022 to complete a Business Combination), subject to the Sponsor purchasing additional Private Placement Warrants, such extended deadline, the “Contractual Redemption Date”. In
connection with each extension, the Sponsor must purchase an additional 2,760,000 Private Placement Warrants at $1.00 per warrant and deposit the $2,760,000 in proceeds therefrom must be deposited into the trust account. If a Business
Combination is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a
Business Combination not occur and an extension is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The Company intends to complete its
Business Combination but may require an additional extension as disclosed below. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 27, 2022. The Company can
extend the period of time to consummate a Business Combination for an additional 6 months by resolution of the board, subject to the Sponsor purchasing an additional 2,760,000 Private Placement Warrants at $1.00 per warrant.
F-35
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are presented in U.S.
dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and
regulations of the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company
The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section
404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth
companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities
registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that
apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different
application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s
financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences
in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with U.S.
GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of expenses during the reporting period.
Making estimates requires management to exercise significant
judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could
change in the near term due to one or more future confirming events. Two of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities and forward purchase
agreement liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original
maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020.
Warrant and Forward Purchase Agreement Liabilities
The Company accounts for the Warrants and Forward Purchase
Agreement (the “FPA”) (each as defined below) in accordance with the guidance contained in ASC 815-40, under which the Warrants and FPA do not meet the criteria for equity treatment and must be recorded
as liabilities. Accordingly, the Company classifies the Warrants and FPA as liabilities at their fair value and adjust the Warrants and FPA to fair value at each reporting period. These liabilities are subject to re-measurement at each balance
sheet date until exercised, and any change in fair value is recognized in the statements of operations. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
F-36
The Public Warrants (as defined below) for periods where no
observable trade price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each
relevant date. The fair value of the Private Placement Warrants (as defined below) was determined using a Black-Scholes-Merton model. The committed units of the FPA are valued using a discounted valuation of a reconstructed unit price and the
optional units of the FPA are valued using the same reconstructed unit price within a Black-Scholes-Merton model framework.
Investments Held in Trust Account
At December 31, 2021 and 2020, substantially all of the assets in
the Trust Account were held in U.S. Treasury securities.
Class A Ordinary Shares Subject to Possible
Redemption
The Company accounts for its Class A ordinary shares subject to
possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory
redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or
subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A
ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 27,600,000 Class A ordinary shares,
subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.
The Company recognizes changes in redemption value immediately as
they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the
security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in
charges against additional paid-in capital and accumulated deficit.
At December 31, 2021 and 2020, the Class A ordinary shares subject
to possible redemption reflected in the balance sheets are reconciled in the following table:
|
Gross proceeds
|
| |
$278,760,000
|
|
Less:
|
| |
|
|
Proceeds allocated to Public Warrants
|
| |
$(15,897,248)
|
|
Class A ordinary shares issuance costs
|
| |
$(17,568,199)
|
|
Plus:
|
| |
|
|
Accretion of carrying value to redemption value
|
| |
$33,465,447
|
|
Class A ordinary shares subject to possible redemption at
December 31, 2020
|
| |
$278,760,000
|
|
Plus:
|
| |
|
|
Accretion of carrying value to redemption value
|
| |
$5,520,000
|
|
Class A ordinary shares subject to possible redemption at
December 31, 2021
|
| |
$284,280,000
|
Income Taxes
The Company accounts for income taxes under ASC Topic 740, “Income
Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax
position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and
penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues
under review that could result in significant payments, accruals or material deviation from its position.
F-37
The Company is considered to be an exempted Cayman Islands
company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period
presented.
Net Income (Loss) Per Ordinary Share
The Company complies with accounting and disclosure requirements
of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The net income or loss is allocated to
each class of shares using an allocation of total shares, which is then divided by the total shares for the respective class. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the
redemption value approximates fair value.
The calculation of diluted income (loss) per share does not
consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to
purchase 29,600,000 Class A ordinary shares in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in
the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per
ordinary share:
|
|
| |
Year Ended
December 31,
2021
|
| |
Period from July 27,
2020 (inception) to
December 31,
2020
|
||||||
|
|
| |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
|
Basic and diluted net income per ordinary share
|
| |
|
| |
|
| |
|
| |
|
|
Numerator:
|
| |
|
| |
|
| |
|
| |
|
|
Allocation of net income, as adjusted
|
| |
$18,555,924
|
| |
$4,638,981
|
| |
$(17,023,763)
|
| |
$(3,827,660)
|
|
Denominator:
|
| |
|
| |
|
| |
|
| |
|
|
Basic and diluted weighted average shares outstanding
|
| |
27,600,000
|
| |
6,900,000
|
| |
21,660,759
|
| |
4,870,253
|
|
Basic and diluted net income per ordinary share
|
| |
$0.67
|
| |
$0.67
|
| |
$(0.79)
|
| |
$(0.79)
|
As of December 31, 2021, basic and diluted shares are the same as
there are no securities that are dilutive to the Company’s ordinary shareholders.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to
concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management
believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received for sale
of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
|
•
|
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
|
•
|
Level 2, defined as inputs other than quoted prices in active markets that are directly or indirectly observable such as
quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
|
•
|
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop
its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
F-38
In some circumstances, the inputs used to measure fair value
might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair
value measurement.
As of December 31, 2021 and 2020, the carrying values of cash,
prepaid expenses, accrued expenses, advances from related parties and notes payable from related parties approximate their fair values primarily due to the short-term nature of the instruments.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if
such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative
instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not
net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Recently Accounting Standards
In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and
Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain
settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1,
2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
The Company’s management does not believe that any other recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold
27,600,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one
redeemable warrant (“Public Warrant” and together with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase
one Class A ordinary share at an exercise price of $11.50 per whole share, subject to adjustment (see Note 8).
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering,
the Sponsor purchased an aggregate of 10,280,000 Initial Private Placement Warrants at a price of $1.00 per Initial Private Placement Warrant, for an aggregate purchase price of $10,280,000. Each Initial Private Placement Warrant is exercisable
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Initial Private Placement Warrants were added to the proceeds from the Initial Public Offering held in
the Trust Account. On May 18, 2021, the Company announced the approval and extension of the time period to consummate a Business Combination and the approval of the issuance and sale of certain Private Placement Warrants in connection
therewith. On May 20, 2021, the required deposit of $2,760,000 was placed into the Trust Account and on May 25, 2021, the Company issued and sold to the Sponsor 2,760,000 Private Placement Warrants (the “Extension
Private Placement Warrants” and together with the Initial Private Placement Warrants, the “Private Placement Warrants”). On November 17, 2021, the Company announced the approval and extension of
the time period to consummate a Business Combination and the approval of the issuance and sale of certain private placement warrants in connection therewith. On November 22, 2021, the required deposit of $2,760,000 was placed into the Trust
Account and on November 23, 2021 the Company issued and sold to the Sponsor 2,760,000 Private Placement Warrants (the “Extension Private Placement Warrants” and together with the Initial Private
Placement Warrants, the “Private
F-39
Placement Warrants”). Thereafter, the total amount of outstanding Private
Placement Warrants is 15,800,000. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sales of the Private Placement Warrants will be used to fund the redemption of the Public Shares
(subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
In July 2020, the Sponsor paid $25,000 to cover certain offering
and formation costs of the Company in consideration for 5,750,000 Class B ordinary shares (the “Founder Shares”). On November 23, 2020 the Sponsor transferred 20,000 Founder Shares to each of the three
independent directors for approximately the same per-share price initially paid by the Sponsor. On November 23, 2020, the Company effected a 1,150,000 share dividend, resulting in 6,900,000 Founder Shares outstanding. All share and per-share
amounts have been retroactively restated to reflect the share dividend. The Founder Shares included an aggregate of up to 900,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option
was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to
fully exercise their over-allotment option, 900,000 Founder Shares are no longer subject to forfeiture.
The Sponsor has agreed, subject to limited exceptions, not to
transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals
or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a
Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares
for cash, securities or other property.
Administrative Support Agreement
Commencing on November 23, 2020, the Company entered into an
agreement to pay an affiliate of the Sponsor up to $10,000 per month for overhead expenses and related services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended
December 31, 2021 and December 31, 2020, the Company incurred and paid $120,000 and $10,000 of such fees, respectively.
Related Party Loans
In order to finance transaction costs in connection with a
Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital
Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of notes may be converted
upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion
of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021 and 2020, the Company had no outstanding
borrowings under the Working Capital Loans.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 global
pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of operations and/or search for a target company, the specific impact
is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
F-40
Registration Rights
Pursuant to a registration and shareholders rights agreement
entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private
Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) and forward purchase shares and forward purchase warrants (and underlying Class A ordinary shares) will be entitled to registration rights. The
holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to
registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters are entitled to a deferred fee of $0.35 per Unit,
or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting
agreement.
Forward Purchase Agreement
The Company entered into a forward purchase agreement (the “FPA”) with the Sponsor which provides for the purchase by the Sponsor or its permitted transferee (the “forward purchaser”) of an aggregate of 5,000,000 Class A
ordinary shares, plus an aggregate of 2,500,000 redeemable warrants (the “forward purchase warrants”) to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of
$50,000,000, or $10.00 per Class A ordinary share, in a private placement to close prior to or concurrently with the closing of a Business Combination (the “Committed FPA”). Pursuant to the forward
purchase agreement, the forward purchaser was also granted an option to subscribe, in the forward purchaser’s sole discretion, for an additional 5,000,000 Class A ordinary shares plus an additional 2,500,000 redeemable warrants to purchase one
Class A ordinary share at $11.50 per share, for an additional purchase price of $50,000,000, or $10.00 per Class A ordinary share, in one or multiple private placements to close prior to or concurrently with the closing of a Business
Combination (the “Optional FPA”). The obligations under the forward purchase agreement do not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. The forward purchase
warrants will have the same terms as the Public Warrants.
The proceeds from the sale of the forward purchase securities may
be used as part of the consideration to the sellers in a Business Combination, expenses in connection with a Business Combination or for working capital. This purchase will be required to be made regardless of whether any Class A ordinary
shares are redeemed by the Public Shareholders and are intended to provide the Company with a minimum funding level for a Business Combination.
NOTE 7. SHAREHOLDERS’ DEFICIT
Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from
time to time by the Company’s board of directors. As of December 31, 2021 and 2020, there were no preference shares issued or outstanding.
Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At
December 31, 2021 and 2020, there were 27,600,000 Class A ordinary shares issued and outstanding which are presented as temporary equity.
Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share.
As of December 31, 2021 and 2020, there were 6,900,000 Class B ordinary shares issued and outstanding. Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination.
Holders of Class A ordinary shares and Class B ordinary shares
will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following
the consummation of a Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal,
F-41
in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number
of ordinary shares issued and outstanding upon completion of Initial Public Offering, plus (ii) the total number of ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued
or deemed issued by the Company in connection with or in relation to the completion of a Business Combination (including the forward purchase shares, but not the forward purchase warrants), excluding any Class A ordinary shares or equity-linked
securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor or any of their respective affiliates upon
conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.
NOTE 8. WARRANTS
Public Warrants may only be exercised for a whole number of
shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the
Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A ordinary
shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then
effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon
exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
The Company has agreed that as soon as practicable, but in no
event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A
ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the
effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary
shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when
the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A ordinary shares
are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require
holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in
effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of warrants when
the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the
Private Placement Warrants):
|
•
|
in whole and not in part;
|
|
•
|
at a price of $0.01 per warrant;
|
|
•
|
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
|
|
•
|
if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day
period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share
sub-divisions, share dividends, reorganizations, recapitalizations and the like).
|
If and when the warrants become redeemable by the Company, the
Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
F-42
Redemption of warrants
when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:
|
•
|
in whole and not in part;
|
|
•
|
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to
exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares;
|
|
•
|
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share
dividends, reorganizations, recapitalizations and the like); and
|
|
•
|
if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations,
recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
The exercise price and number of ordinary shares issuable upon
exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the
Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a
Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any
distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
In addition, if (x) the Company issues additional Class A ordinary
shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or
effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such
affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest
thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading
day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest
cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market
Value and the Newly Issued Price, respectively.
The Private Placement Warrants are identical to the Public
Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or
salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above,
so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be
redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
F-43
NOTE 9. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities
reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order
to value the assets and liabilities:
|
Level 1:
|
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market
in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
|
Level 2:
|
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar
assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
|
Level 3:
|
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or
liability.
|
The Company classifies its U.S. Treasury and equivalent securities
as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury
securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.
At December 31, 2021 and 2020, assets held in the Trust Account
were comprised of $6,579 in cash and $284,373,197 in U.S. Treasury securities and $1,103 in cash and $278,773,543 in U.S. Treasury securities, respectively. During the year ended December 31, 2021 and the period from July 27,2020 (inception) to
December 31, 2020, the Company did not withdraw any interest income from the Trust Account.
The following table presents the gross holding gain and loss and
fair value of held-to-maturity securities at December 31, 2021 and 2020:
|
|
| |
Held-To-Maturity
|
| |
Level
|
| |
Amortized
Cost
|
| |
Gross
Holding
Gain/(Loss)
|
| |
Fair
Value(i)
|
|
December 31, 2021
|
| |
U.S. Treasury Securities
(Mature on 1/25/2022)
|
| |
1
|
| |
$284,373,197
|
| |
$959
|
| |
$284,374,156
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
December 31, 2020
|
| |
U.S. Treasury Securities
(Mature on 2/25/2021)
|
| |
1
|
| |
$278,773,543
|
| |
$(1,423)
|
| |
$278,772,120
|
|
(i)
|
Fair value of securities does not include cash held in trust in the amount of $6,579 and $1,103, as of December 31, 2021 and
2020, respectively.
|
At December 31, 2021 and 2020, there were 13,800,000 Public
Warrants and 15,800,000 Private Placement Warrants outstanding and 13,800,000 Public Warrants and 10,280,000 Private Placement Warrants outstanding, respectively.
F-44
The following table presents information about the Company’s
liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
|
|
| |
Level
|
| |
December 31,
2021
|
| |
Level
|
| |
December 31,
2020
|
|
Warrant liability – Public Warrants
|
| |
1
|
| |
$9,798,000
|
| |
3
|
| |
$22,364,221
|
|
Warrant liability – Private Placement Warrants
|
| |
3
|
| |
$11,422,018
|
| |
3
|
| |
$16,867,946
|
|
FPA liability – committed
|
| |
3
|
| |
$2,474,941
|
| |
3
|
| |
$2,947,167
|
|
FPA liability – optional
|
| |
3
|
| |
$2,533,104
|
| |
3
|
| |
$3,810,610
|
Transfers to and from Levels 1, 2 and 3 are recognized at the end
of the reporting period in which a change in valuation technique or methodology occurs. On January 14, 2021, the Company’s Class A shares and Public Warrants commenced trading separately on the New York Stock Exchange. As there is now a listed
price on an active market, Public Warrants totaling $17,940,000 have been reclassified from a Level 3 to Level 1 instrument. During the year ended December 31, 2021, there were no changes between levels.
Subsequent to the detachment of the Public Warrants from the
Units, the Public Warrants quoted market price is used as the fair value as of each relevant date. The fair value of the Private Placement Warrants is determined using a Black-Scholes-Merton model. The committed units of the FPA are valued
using a discounted valuation of a reconstructed unit price and the optional units of the FPA are valued using the same reconstructed unit price within a Black-Scholes-Merton model framework. The Warrants and FPA are accounted for as liabilities
in accordance with ASC 815-40. The warrant liabilities and FPA are measured at fair value at on a recurring basis, with changes in fair value presented in the statements of operations.
The following table provides quantitative information regarding
Level 3 fair value measurement inputs at their measurement dates:
|
|
| |
As of
December 31, 2021
|
| |
As of
December 31, 2020
|
|
Warrants- Private Placement
|
| |
|
| |
|
|
Common share price
|
| |
$10.13
|
| |
$9.77
|
|
Volatility
|
| |
10.20%
|
| |
22.59%
|
|
Expected life of the options to convert
|
| |
5.45 years
|
| |
5.95 years
|
|
Risk free rate
|
| |
1.30%
|
| |
0.50%
|
|
Dividend yield
|
| |
0%
|
| |
0%
|
|
|
| |
|
| |
|
|
FPA-committed
|
| |
|
| |
|
|
Common share price
|
| |
$10.13
|
| |
$9.77
|
|
Time to maturity
|
| |
0.45 year
|
| |
0.95 year
|
|
Risk Free rate
|
| |
0.17%
|
| |
0.10%
|
|
|
| |
|
| |
|
|
FPA-optional
|
| |
|
| |
|
|
Common share price
|
| |
$10.13
|
| |
$9.77
|
|
Volatility
|
| |
5.0%
|
| |
10%
|
|
Time to maturity
|
| |
0.45 year
|
| |
0.95 year
|
|
Risk Free rate
|
| |
0.17%
|
| |
0.10%
|
The common share price is the closing price of the Class A shares
as of December 31, 2021. Volatility assumptions are based on volatilities from comparable publicly traded SPAC’s and implied volatilities from comparable publicly traded warrants. The most significant input is volatility and significant
increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. Time to maturity for the Private Placement Warrants is assumed to be equivalent to their remaining contractual
term while for the FPA is the expected time to exercise. The risk-free rate is based on US Treasury rates commensurate with the remaining time to expiration of the liability. The Company anticipates the dividend to remain at zero.
F-45
The following table presents the changes in the fair value of the
Warrants and the FPA liabilities:
|
|
| |
Public
Warrants
|
| |
Private
Placement
Warrants
|
| |
Total
Warrant
Liabilities
|
| |
Committed
FPA
|
| |
Optional
FPA
|
| |
Total FPA
Liabilities
|
|
Fair value as of July 27, 2020 (inception)
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
|
Initial measurement on November 27, 2020
|
| |
15,897,248
|
| |
11,926,600
|
| |
27,823,848
|
| |
904,970
|
| |
2,494,505
|
| |
3,399,475
|
|
Change in fair value
|
| |
6,466,973
|
| |
4,941,346
|
| |
11,408,319
|
| |
2,042,197
|
| |
1,316,105
|
| |
3,358,302
|
|
Fair value as of December 31, 2020
|
| |
22,364,221
|
| |
$16,867,946
|
| |
$39,232,167
|
| |
$2,947,167
|
| |
$3,810,610
|
| |
$6,757,777
|
|
Additional Private Placement Warrants May 27, 2021
|
| |
—
|
| |
2,680,452
|
| |
2,680,452
|
| |
—
|
| |
—
|
| |
—
|
|
Additional Private Placement Warrants November 27, 2021
|
| |
—
|
| |
2,428,804
|
| |
2,428,804
|
| |
—
|
| |
—
|
| |
—
|
|
Change in fair value
|
| |
(12,566,221)
|
| |
(10,555,184)
|
| |
(23,121,405)
|
| |
(472,226)
|
| |
(1,277,506)
|
| |
(1,749,732)
|
|
Fair value as of December 31, 2021
|
| |
$9,798,000
|
| |
$11,422,018
|
| |
$21,220,018
|
| |
$2,474,941
|
| |
$2,533,104
|
| |
$5,008,045
|
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that
occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or
disclosure in the financial statements.
On March 16, 2022, the Board of Directors of the Company
authorized the execution and delivery of a Convertible Promissory Note in the principal amount of $2,000,000 (the “Note”) to the Sponsor as part of the Working Capital Loans. On January 25, 2022, the
Sponsor had advanced the sum of $750,000 to the Company on account of the Note. All unpaid principal under the Note shall be due and payable in full on the effective date of our initial business combination, unless accelerated upon the
occurrence of an event of default.
In February 2022, the Russian Federation and Belarus commenced a
military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related
sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these
financial statements.
F-46
Grindr Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets (unaudited)
(in thousands, except unit data)
|
|
| |
September 30,
2022
|
| |
December 31,
2021
|
|
Assets
|
| |
|
| |
|
|
Current Assets
|
| |
|
| |
|
|
Cash and cash equivalents
|
| |
$27,236
|
| |
$15,778
|
|
Accounts receivable, net of allowances of $80 and $53 at September 30,
2022 and December 31, 2021, respectively
|
| |
18,433
|
| |
17,885
|
|
Prepaid expenses
|
| |
4,336
|
| |
2,330
|
|
Deferred charges
|
| |
3,749
|
| |
4,611
|
|
Other current assets
|
| |
8,087
|
| |
3,308
|
|
Total current assets
|
| |
61,841
|
| |
43,912
|
|
Restricted cash
|
| |
1,392
|
| |
1,392
|
|
Property and equipment, net
|
| |
2,134
|
| |
2,374
|
|
Capitalized software development costs, net
|
| |
6,916
|
| |
3,637
|
|
Intangible assets, net
|
| |
113,335
|
| |
139,708
|
|
Goodwill
|
| |
258,619
|
| |
258,619
|
|
Other assets
|
| |
761
|
| |
84
|
|
Total assets
|
| |
$444,998
|
| |
$449,726
|
|
Liabilities and Members’ Equity
|
| |
|
| |
|
|
Current liabilities
|
| |
|
| |
|
|
Accounts payable
|
| |
$1,913
|
| |
$2,437
|
|
Accrued expenses and other current liabilities
|
| |
10,429
|
| |
3,539
|
|
Current maturities of long-term debt, net
|
| |
5,040
|
| |
3,840
|
|
Deferred revenue
|
| |
18,732
|
| |
20,077
|
|
Total current liabilities
|
| |
36,114
|
| |
29,893
|
|
Long-term debt, net
|
| |
189,663
|
| |
133,279
|
|
Deferred income taxes
|
| |
17,317
|
| |
20,912
|
|
Other non-current liabilities
|
| |
169
|
| |
2,405
|
|
Total liabilities
|
| |
243,263
|
| |
186,489
|
|
Commitments and Contingencies (Note 8)
|
| |
|
| |
|
|
Members’ Equity
|
| |
|
| |
|
|
Preferred units, par value $0.00001,
units authorized, no units issued and outstanding at September 30, 2022 and December 31, 2021
|
| |
—
|
| |
—
|
|
Ordinary units, par value $0.00001;
units authorized; 111,107,688 and 110,867,483 issued and outstanding at September 30, 2022 and December 31, 2021, respectively
|
| |
1
|
| |
1
|
|
Additional paid-in capital
|
| |
211,972
|
| |
269,131
|
|
Accumulated deficit
|
| |
(10,238)
|
| |
(5,895)
|
|
Total members’ equity
|
| |
201,735
|
| |
263,237
|
|
Total liabilities and members’ equity
|
| |
$444,998
|
| |
$449,726
|
See accompanying notes to unaudited condensed consolidated financial statements.
F-47
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income
(unaudited)
(in thousands, except per unit
data)
|
|
| |
Three Months Ended
September 30,
|
| |
Nine Months Ended
September 30,
|
||||||
|
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
|
Revenue
|
| |
$50,402
|
| |
$38,249
|
| |
$140,487
|
| |
$100,812
|
|
Operating costs and expenses
|
| |
|
| |
|
| |
|
| |
|
|
Cost of revenue (exclusive of depreciation and
amortization shown separately below)
|
| |
12,955
|
| |
9,621
|
| |
36,758
|
| |
25,723
|
|
Selling, general and administrative expense
|
| |
20,331
|
| |
8,335
|
| |
53,822
|
| |
21,798
|
|
Product development expense
|
| |
4,159
|
| |
2,841
|
| |
11,981
|
| |
7,422
|
|
Depreciation and amortization
|
| |
9,097
|
| |
10,708
|
| |
27,215
|
| |
32,534
|
|
Total operating costs and expenses
|
| |
46,542
|
| |
31,505
|
| |
129,776
|
| |
87,477
|
|
Income from operations
|
| |
3,860
|
| |
6,744
|
| |
10,711
|
| |
13,335
|
|
Other expense
|
| |
|
| |
|
| |
|
| |
|
|
Interest expense, net
|
| |
(4,786)
|
| |
(4,300)
|
| |
(10,998)
|
| |
(14,863)
|
|
Other expense, net
|
| |
(263)
|
| |
(89)
|
| |
(329)
|
| |
(119)
|
|
Total other expense
|
| |
(5,049)
|
| |
(4,389)
|
| |
(11,327)
|
| |
(14,982)
|
|
Net (loss) income before income tax
|
| |
(1,189)
|
| |
2,355
|
| |
(616)
|
| |
(1,647)
|
|
Income tax provision (benefit)
|
| |
3,474
|
| |
461
|
| |
3,727
|
| |
(214)
|
|
Net (loss) income and comprehensive
(loss) income
|
| |
$(4,663)
|
| |
$1,894
|
| |
$(4,343)
|
| |
$(1,433)
|
|
Net (loss) income per unit:
|
| |
|
| |
|
| |
|
| |
|
|
Basic
|
| |
$(0.04)
|
| |
$0.02
|
| |
$(0.04)
|
| |
$(0.01)
|
|
Diluted
|
| |
$(0.04)
|
| |
$0.02
|
| |
$(0.04)
|
| |
$(0.01)
|
|
Weighted-average units of ordinary units outstanding:
|
| |
|
| |
|
| |
|
| |
|
|
Basic
|
| |
111,098,038
|
| |
110,611,462
|
| |
110,984,923
|
| |
108,293,197
|
|
Diluted
|
| |
111,098,038
|
| |
110,626,218
|
| |
110,984,923
|
| |
108,293,197
|
See accompanying notes to unaudited condensed consolidated financial statements.
F-48
Condensed Consolidated Statements of Members’ Equity for the Three and Nine Months
Ended September 30, 2022 and 2021 (unaudited)
(in thousands, except per unit
amounts and unit data)
|
|
| |
Series Y Preferred Units
(Par value $0.00001)
|
| |
Series X Ordinary Units
(Par value $0.00001)
|
| |
Additional
paid-in
capital
|
| |
Accumulated
deficit
|
| |
Total members’
equity
|
||||||
|
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||
|
Balance at December 31, 2021
|
| |
—
|
| |
$—
|
| |
110,867,483
|
| |
$1
|
| |
$269,131
|
| |
$(5,895)
|
| |
$263,237
|
|
Net income
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
4,629
|
| |
4,629
|
|
Interest on the promissory note to a member
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(741)
|
| |
—
|
| |
(741)
|
|
Contribution from member - related party unit-based
compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
349
|
| |
—
|
| |
349
|
|
Unit-based compensation expense
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
414
|
| |
—
|
| |
414
|
|
Exercise of stock options
|
| |
—
|
| |
—
|
| |
26,384
|
| |
—
|
| |
119
|
| |
—
|
| |
119
|
|
Balance at March 31, 2022
|
| |
—
|
| |
—
|
| |
110,893,867
|
| |
1
|
| |
269,272
|
| |
(1,266)
|
| |
268,007
|
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(4,309)
|
| |
(4,309)
|
|
Member distributions
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(83,313)
|
| |
—
|
| |
(83,313)
|
|
Interest on the promissory note to a member
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(746)
|
| |
—
|
| |
(746)
|
|
Repayment of promissory note to a member
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
427
|
| |
—
|
| |
427
|
|
Payment of interest on promissory note to member
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,362
|
| |
—
|
| |
3,362
|
|
Contribution from member - related party unit-based
compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
12,598
|
| |
—
|
| |
12,598
|
|
Unit-based compensation expense
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
360
|
| |
—
|
| |
360
|
|
Exercise of stock options
|
| |
—
|
| |
—
|
| |
193,678
|
| |
—
|
| |
906
|
| |
—
|
| |
906
|
|
Balance at June 30, 2022
|
| |
—
|
| |
—
|
| |
111,087,545
|
| |
1
|
| |
202,866
|
| |
(5,575)
|
| |
197,292
|
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(4,663)
|
| |
(4,663)
|
|
Interest on the promissory note to a member
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(745)
|
| |
—
|
| |
(745)
|
|
Contribution from member - related party unit-based
compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
9,097
|
| |
—
|
| |
9,097
|
|
Unit-based compensation expense
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
643
|
| |
—
|
| |
643
|
|
Exercise of stock options
|
| |
—
|
| |
—
|
| |
20,143
|
| |
—
|
| |
111
|
| |
—
|
| |
111
|
|
Balance at September 30, 2022
|
| |
—
|
| |
$—
|
| |
111,107,688
|
| |
$1
|
| |
$211,972
|
| |
$(10,238)
|
| |
$201,735
|
See accompanying notes to unaudited condensed consolidated financial statements.
F-49
Grindr Group LLC and Subsidiaries
Condensed Consolidated Statements of Members’ Equity for the Three and Nine Months
Ended September 30, 2022 and 2021 (unaudited)
(in thousands, except per unit
amounts and unit data)
|
|
| |
Series Y Preferred Units
(Par value $0.00001)
|
| |
Series X Ordinary Units
(Par value $0.00001)
|
| |
Additional
paid-in
capital
|
| |
Accumulated
deficit
|
| |
Total
members’
equity
|
||||||
|
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||
|
Balance at December 31, 2020
|
| |
—
|
| |
$—
|
| |
105,180,224
|
| |
$1
|
| |
$267,216
|
| |
$(10,959)
|
| |
$256,258
|
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(5,121)
|
| |
(5,121)
|
|
Contribution from member - related party unit-based
compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
268
|
| |
—
|
| |
268
|
|
Unit-based compensation expense
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
266
|
| |
—
|
| |
266
|
|
Balance at March 31, 2021
|
| |
—
|
| |
—
|
| |
105,180,224
|
| |
1
|
| |
267,750
|
| |
(16,080)
|
| |
251,671
|
|
Net income
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,794
|
| |
1,794
|
|
Issuance of units
|
| |
—
|
| |
—
|
| |
5,387,194
|
| |
—
|
| |
30,000
|
| |
—
|
| |
30,000
|
|
Promissory note to a member
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(30,000)
|
| |
—
|
| |
(30,000)
|
|
Interest on promissory note to a member
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(526)
|
| |
—
|
| |
(526)
|
|
Contribution from member - related party unit-based
compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
352
|
| |
—
|
| |
352
|
|
Unit-based compensation expense
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
302
|
| |
—
|
| |
302
|
|
Balance at June 30, 2021
|
| |
—
|
| |
—
|
| |
110,567,418
|
| |
1
|
| |
267,878
|
| |
(14,286)
|
| |
253,593
|
|
Net income
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,894
|
| |
1,894
|
|
Interest on promissory note to a member
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(756)
|
| |
—
|
| |
(756)
|
|
Contribution from member - related party unit-based
compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
356
|
| |
—
|
| |
356
|
|
Unit-based compensation expense
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
340
|
| |
—
|
| |
340
|
|
Exercise of stock options
|
| |
—
|
| |
—
|
| |
130,918
|
| |
—
|
| |
589
|
| |
—
|
| |
589
|
|
Balance at September 30, 2021
|
| |
—
|
| |
$—
|
| |
110,698,336
|
| |
$1
|
| |
268,407
|
| |
$(12,392)
|
| |
$256,016
|
See accompanying notes to unaudited condensed consolidated financial statements.
F-50
Grindr Group LLC and Subsidiaries
(in thousands)
|
|
| |
Nine Months Ended
September 30,
|
|||
|
|
| |
2022
|
| |
2021
|
|
Operating activities
|
| |
|
| |
|
|
Net loss
|
| |
$(4,343)
|
| |
$(1,433)
|
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
| |
|
| |
|
|
Unit-based compensation
|
| |
23,353
|
| |
1,806
|
|
Accretion of premium on debt
|
| |
—
|
| |
1,118
|
|
Amortization of debt issuance costs
|
| |
759
|
| |
897
|
|
Interest income on promissory note from member
|
| |
(2,232)
|
| |
(1,282)
|
|
Depreciation and amortization
|
| |
27,215
|
| |
32,534
|
|
Provision for doubtful accounts
|
| |
27
|
| |
—
|
|
Deferred income taxes
|
| |
(3,595)
|
| |
(3,855)
|
|
Changes in operating assets and liabilities:
|
| |
|
| |
|
|
Accounts receivable
|
| |
(575)
|
| |
(3,622)
|
|
Prepaid expenses and deferred charges
|
| |
(1,144)
|
| |
(1,602)
|
|
Other current assets
|
| |
(4,779)
|
| |
(4,268)
|
|
Other assets
|
| |
(677)
|
| |
53
|
|
Accounts payable
|
| |
(524)
|
| |
1,122
|
|
Accrued expenses and other current liabilities
|
| |
4,654
|
| |
(7,185)
|
|
Deferred revenue
|
| |
(1,345)
|
| |
5,364
|
|
Due to related party
|
| |
—
|
| |
10
|
|
Other liabilities
|
| |
—
|
| |
(805)
|
|
Net cash provided by operating activities
|
| |
$36,794
|
| |
$18,852
|
|
Investing activities
|
| |
|
| |
|
|
Purchase of property and equipment
|
| |
$(339)
|
| |
$(156)
|
|
Additions to capitalized software
|
| |
(3,434)
|
| |
(2,184)
|
|
Net cash used in investing activities
|
| |
$(3,773)
|
| |
$(2,340)
|
|
Financing activities
|
| |
|
| |
|
|
Proceeds from exercise of stock options
|
| |
$1,136
|
| |
$589
|
|
Distributions paid
|
| |
(79,524)
|
| |
—
|
|
Proceeds from issuance of debt
|
| |
60,000
|
| |
—
|
|
Payment of debt
|
| |
(2,220)
|
| |
(2,880)
|
|
Payment of debt issuance costs
|
| |
(955)
|
| |
(960)
|
|
Net cash used in financing activities
|
| |
$(21,563)
|
| |
$(3,251)
|
|
Net increase in cash, cash equivalents and restricted cash
|
| |
11,458
|
| |
13,261
|
|
Cash, cash equivalents and restricted cash, beginning of the
period
|
| |
17,170
|
| |
42,786
|
|
Cash, cash equivalents and restricted cash, end of the
period
|
| |
$28,628
|
| |
$56,047
|
|
Reconciliation of cash, cash equivalents and restricted cash
|
| |
|
| |
|
|
Cash and cash equivalents
|
| |
$27,236
|
| |
$54,655
|
|
Restricted cash
|
| |
1,392
|
| |
1,392
|
|
Cash, cash equivalents and restricted cash
|
| |
$28,628
|
| |
$56,047
|
|
Supplemental disclosure of cash flow information:
|
| |
|
| |
|
|
Cash interest paid
|
| |
$12,159
|
| |
$13,752
|
|
Income taxes paid
|
| |
$2,207
|
| |
$8,775
|
|
Supplemental disclosure of non-cash financing activities:
|
| |
|
| |
|
|
Repayment of principal and interest on the promissory note
to a member from distributions
|
| |
$3,789
|
| |
$—
|
|
Member distributions
|
| |
$(3,789)
|
| |
$—
|
|
Deferred transaction costs not yet paid
|
| |
$1,168
|
| |
$—
|
See accompanying notes to unaudited condensed consolidated financial statements.
F-51
Grindr Group LLC and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)
1. Nature of Business
Grindr Group LLC and Subsidiaries (the “Company”) is headquartered
in Los Angeles, California and manages and operates the Grindr app, a global LGBTQ+ social network platform serving and addressing the needs of the entire LGBTQ+ queer community. The Grindr app is available through Apple’s App Store for iPhones
and Google Play for Android. The Company offers both a free, ad-supported service and a premium subscription version. The Company also manages a dating service app called Blendr, for a broader market.
The Company is a wholly owned subsidiary of San Vicente Group
Holdings LLC (“Group Holdings”), which is the joint subsidiary of San Vicente Group TopCo LLC (“SVG”), a wholly owned subsidiary of San Vicente Acquisition LLC (“SVA”), and San Vicente Equity Joint Venture LLC (“SVE”), a related party and
subsidiary of SVA.
2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial
statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission, (“SEC”), regarding interim
financial reporting. Certain information and disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These
unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2021. The unaudited condensed consolidated financial statements are
unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items,
necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries after elimination of intercompany
transactions and balances. The operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022.
Accounting Estimates
Management of the Company is required to make certain estimates,
judgments, and assumptions during the preparation of its condensed consolidated financial statements in accordance with U.S. GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, 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 useful lives and
recoverability of property and equipment and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for
doubtful accounts; valuation allowance; uncertain tax positions; legal contingencies; and the valuation of stock-based compensation, among others.
Impact of COVID-19
In March 2020, the World Health Organization declared COVID-19 a
global pandemic. The COVID-19 outbreak has reached across the globe, resulting in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans intended to control the spread of the virus.
While restrictions have been lessened and lifted, restrictions
could be increased or reinstated in the future. Although an adverse impact on the Company’s ongoing operations is unlikely, the full magnitude the pandemic will have on the Company remains uncertain and will depend on the duration of the
pandemic, as well as the effectiveness of mass vaccinations and the impact of future variants of the virus. Additionally, changes to estimates related to ongoing COVID-19 disruptions could result in other impacts, including, but not limited to,
goodwill, indefinite-lived intangibles, and long-lived asset impairment charges.
F-52
Grindr Group LLC and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
Segment Information
The Company operates in one segment. The Company’s operating segments are identified according to how the performance of its business is managed and evaluated by its chief operating decision
maker, the Company’s Chief Executive Officer (“CEO”). Substantially all of the Company’s long-lived assets are attributed to operations in the U.S.
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
Money market funds are measured and recorded at fair value on the
Company’s balance sheets on a recurring basis. The following tables present money market funds and their level within the fair value hierarchy as of September 30, 2022 and December 31, 2021:
|
|
| |
Total
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
|
September 30, 2022:
|
| |
|
| |
|
| |
|
| |
|
|
Money market funds
|
| |
$25,062
|
| |
$25,062
|
| |
$—
|
| |
$—
|
|
|
| |
Total
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
|
December 31, 2021:
|
| |
|
| |
|
| |
|
| |
|
|
Money market funds
|
| |
$9,648
|
| |
$9,648
|
| |
$—
|
| |
$—
|
The Company’s remaining financial instruments that are measured at
fair value on a recurring basis consist primarily of cash, accounts receivable, accounts payable, 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 were measured by comparing their prepayment values and observable market data consisting of interest rates based on similar credit ratings, which the Company
classifies as a Level 2 input within the fair value hierarchy. The Company does not have any recurring fair value measurements using significant unobservable inputs (Level 3) as of September 30, 2022 and December 31, 2021.
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 are measured at fair value on a nonrecurring
F-53
Grindr Group LLC and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
basis as a result of impairment reviews and any resulting impairment charge.
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, as described
below. The fair value of the reporting unit or asset groups is determined primarily using cost and market approaches (Level 3).
Deferred transaction costs
Deferred transaction costs consist of direct legal, accounting and
other fees relating to the Company’s anticipated merger with a special purpose acquisition company (the “Merger”). These costs are capitalized as incurred in other current assets on the condensed consolidated balance sheets and will be expensed
or charged to members’ equity upon the completion of the Merger. In the event the Merger is terminated, deferred transaction costs will be expensed in that period. Deferred transaction costs as of September 30, 2022 were $8,086. There were no deferred
transaction costs as of December 31, 2021.
Modification of equity classified award
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.
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.
The Company derives substantially all of its revenue from
subscription revenue and advertising revenue. As permitted under the practical expedient available under ASU 2014-09, 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 promise 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 monthly subscriptions that are currently offered in one, three, six, and twelve-month lengths. Subscription revenue is presented net of taxes, credits, and chargebacks. Subscribers pay in advance,
primarily through mobile app stores, and, subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is recognized using the
straight-line method over the term of the applicable subscription period.
Indirect Revenue
Indirect revenue consists of advertising revenue and other
non-direct revenue. The Company has contractual relationships with advertising service providers and also directly with advertisers to display advertisements in the Grindr app. For all advertising arrangements, the Company’s performance
obligation is to provide the inventory for
F-54
Grindr Group LLC and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
advertisements to be displayed in the Grindr app. For contracts made directly with
advertisers, the Company is also obligated to serve the advertisements in the Grindr app. 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 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.
Account Receivables, net of allowance for doubtful accounts
The majority of app users access the Company’s services through
mobile app stores. The Company evaluates the credit worthiness of these two mobile app stores on an ongoing basis and does not
require collateral from these entities. Accounts receivable also include amounts billed and currently due from advertising customers. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts
receivable that will not be collected. The allowance for doubtful accounts is based upon a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, and the specific customer’s
ability to pay its obligation.
The accounts receivable balances, net of allowances, were $18,433 and $17,885 as of
September 30, 2022 and December 31, 2021, respectively. The opening balance of accounts receivable, net of allowances, was $11,833 as
of January 1, 2021.
Contract Liabilities
Deferred revenue consists of advance payments that are received or
are contractually due in advance of the Company’s performance. The Company classifies subscription deferred revenue as current and recognizes revenue ratably over the terms of the applicable subscription period or expected completion of the
performance obligation which range from to twelve months. The deferred revenue balances were $18,732 and $20,077 as of September 30, 2022 and December 31, 2021, respectively. The opening balance of deferred revenue balance was $13,530 as of January 1, 2021.
For the three and nine months ended September 30, 2022, the
Company recognized $2,406 and $18,848
of revenue that was included in the deferred revenue balance as of December 31, 2021. For the three and nine months ended September 30, 2021, the Company recognized $1,823 and $13,978 of revenue that was included in the deferred revenue balance as of December 31,
2020.
Disaggregation of Revenue
The following tables summarizes revenue from contracts with
customers for the three and nine months ended September 30, 2022 and 2021, respectively:
|
|
| |
Three Months Ended
September 30,
|
| |
Nine Months Ended
September 30,
|
||||||
|
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
|
Direct revenue
|
| |
$43,209
|
| |
$30,537
|
| |
$118,364
|
| |
$80,733
|
|
Indirect revenue
|
| |
7,193
|
| |
7,712
|
| |
22,123
|
| |
20,079
|
|
|
| |
$50,402
|
| |
$38,249
|
| |
$140,487
|
| |
$100,812
|
F-55
Grindr Group LLC and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in
thousands, except per unit amounts and unit data)(continued)
|
|
| |
Three Months Ended
September 30,
|
| |
Nine Months Ended
September 30,
|
||||||
|
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
|
United States
|
| |
$31,127
|
| |
$23,531
|
| |
$87,876
|
| |
$63,533
|
|
United Kingdom
|
| |
3,752
|
| |
3,127
|
| |
10,457
|
| |
7,753
|
|
Rest of the world
|
| |
15,523
|
| |
11,591
|
| |
42,154
|
| |
29,526
|
|
|
| |
$50,402
|
| |
$38,249
|
| |
$140,487
|
| |
$100,812
|
Recent Accounting Pronouncements
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.
In October 2021, the FASB issued ASU 2021-08, Business
Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting for contract assets acquired and contract liabilities assumed from contracts with customers in business
combinations. The amendment requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with ASC Topic 606, resulting in a shift from previous guidance which required similar
assets and liabilities to be accounted for at fair value at the acquisition date. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years,
with early adoption permitted. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments in this Update should be applied
prospectively to business combinations occurring on or after the effective date of the amendments. While the Company is continuing to assess the timing of adoption and potential impact of this guidance it does not expect the guidance to have a
material effect, if any, on its condensed consolidated financial statements and related disclosures. The Company will continue to evaluate the impact of this guidance upon the occurrence of future acquisitions.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform
(Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference London
Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. This guidance is optional for a limited period of time through December 31, 2022. The Company is currently evaluating the
impact this guidance may have as it relates to arrangements that reference LIBOR on its condensed consolidated financial statements and related disclosures.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842).
The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheets for all leases with terms longer than 12 months.
Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The new standard is effective for fiscal years beginning after December 15, 2021, and
interim periods within those fiscal years beginning after December 15, 2022. The primary effect of the adoption of ASU No. 2016-02 will be the recognition of a right of use asset and related liability to reflect the Company’s rights and
obligations under its operating leases. The Company will also be required to provide the additional disclosures stipulated in ASU No. 2016-02. The Company is currently evaluating the impact of the requirements of ASU 2016-02 and does not expect
the adoption to have a significant impact on the consolidated statements of operations and comprehensive income (loss) and consolidated statements of cash flows. Upon adoption, there will be a material increase in total assets and total
liabilities in the consolidated balance sheet due to the recognition of right-of-use assets and lease liabilities for the Company’s leases.
F-56
Grindr Group LLC and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
In June 2016, the FASB issued ASU 2016-13, Financial Instruments –
Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss methodology to an expected loss methodology.
The standard requires entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables, debt securities, net investment in leases, and most
other financial assets that represent a right to receive cash. Additional disclosures about significant estimates and credit quality are also required. The FASB has subsequently issued updates to the standard to provide additional clarification
on specific topics. The ASU is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its financial
statements.
3. Income Tax
In determining the quarterly provisions for income taxes, the
Company uses the annual estimated effective tax rate applied to the actual year-to-date income (loss), adjusted for discrete items arising in that quarter. In addition, the effect of changes in enacted tax laws or rates and tax status is
recognized in the interim period in which the change occurs.
The computation of the estimated annual effective income rate at
each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and tax in foreign jurisdictions and
permanent and temporary differences. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained or the Company’s tax environment changes. To the extent
that the estimated annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in the income tax provision in the quarter in which the change occurs.
For the three months ended September 30, 2022 and 2021, the
Company recorded an income tax provision of $3,474 and $461, respectively. For the nine months ended September 30, 2022 and 2021, the Company recorded an income tax provision (benefit) of $3,727 and $(214) respectively. The
Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate of 21% primarily as a result of state
taxes, unit-based compensation, foreign derived intangible income deduction and other permanent differences.
5. 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 the Company, purchased 5,387,194 common units of the
Company. In conjunction with the common units purchased, the Company 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, is to be repaid the earlier of 1) the 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 bears interest at 10% per annum on a straight-line basis.
The total amount outstanding on the Note, including interest, was
$30,481 and $32,038 as
of September 30, 2022 and December 31, 2021, respectively. The Note and the related accrued interest are reflected as a reduction to equity in the condensed consolidated statements of members’ equity.
F-57
Grindr Group LLC and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
6. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the
following:
|
|
| |
September 30,
2022
|
| |
December 31,
2021
|
|
Settlement payable of incentive units on 2016 Plan
|
| |
$2,108
|
| |
$1,060
|
|
Income, sales and other taxes payable
|
| |
2,710
|
| |
664
|
|
Accrued professional service fees
|
| |
1,452
|
| |
184
|
|
Accrued legal expenses
|
| |
1,185
|
| |
196
|
|
Accrued infrastructure expenses
|
| |
567
|
| |
—
|
|
Employee compensation and benefits
|
| |
477
|
| |
320
|
|
Settlement payable to a former director
|
| |
406
|
| |
204
|
|
Deferred rent
|
| |
362
|
| |
196
|
|
Other accrued expenses
|
| |
1,162
|
| |
715
|
|
|
| |
$10,429
|
| |
$3,539
|
7. Debt
Total debt for the Company is comprised of the following:
|
|
| |
September 30,
2022
|
| |
December 31,
2021
|
|
Credit Agreement
|
| |
|
| |
|
|
Current
|
| |
$5,040
|
| |
$3,840
|
|
Non-current
|
| |
192,900
|
| |
136,320
|
|
|
| |
197,940
|
| |
140,160
|
|
Less: unamortized debt issuance costs
|
| |
(3,237)
|
| |
(3,041)
|
|
|
| |
$194,703
|
| |
$137,119
|
On June 10, 2020, Grindr Gap LLC and Grindr Capital LLC, wholly
owned subsidiaries of the Company, entered into a credit agreement (the “Credit Agreement”) which permitted the Company to borrow up to $192,000.
Borrowings under the agreement are collateralized by the capital
stock and assets of certain wholly owned subsidiaries of the Company. The Company’s obligation under the Credit Agreement is guaranteed by certain of the Company’s wholly owned subsidiaries.
Borrowings under the Credit Agreement are payable in full on June 10, 2025 with mandatory principal repayments beginning in the first quarter of 2021. Mandatory repayments are equal to 0.50% of the original principal amount of the Credit Agreement. The Company is also required to make mandatory prepayments of the Credit Agreement,
commencing with the fiscal year ending December 31, 2020, equal to a defined percentage rate (determined based on the Company’s leverage ratio) of excess cash flows. No such prepayment was required for the three and nine months ended September 30, 2022 and 2021.
Borrowings under the Credit Agreement are Index Rate Loans or
LIBOR Rate Loans, at the Company’s discretion. Index Rate Loans bear interest at Index Rate plus applicable margin based on the consolidated total leverage ratio, or 7%. LIBOR Rate Loans bear interest at LIBOR Rate plus an applicable margin based on the consolidated total leverage ratio, or 8%. The interest rates in effect as of September 30, 2022 and December 31, 2021 were 10.3%
and 9.5%, respectively, based on the LIBOR Rate.
The Credit Agreement also required the Company to make a lump-sum
principal repayment in the amount equal to $48,000 plus related accrued interest on or before February 28, 2021. This repayment date
was amended to
F-58
Grindr Group LLC and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
November 30, 2021 based on the first amendment to the Credit Agreement entered into
on February 25, 2021. In addition to the mandatory repayment, the Company was required to pay a premium of 10% of the principal
repayment, or $4,800, together with the mandatory lump-sum principal repayment.
The premium was accrued over the term of the Credit Agreement
through the initial repayment date in February 2021. For the nine months ended September 30, 2021, $1,118 of the premium was accrued
and recognized as interest expense in “Interest expense, net” in the condensed consolidated statements of operations and comprehensive (loss) income. The Company paid the mandatory lump-sum principal and premium in November 2021.
On June 13, 2022, a second amendment to the Credit Agreement was
entered into which allowed the Company to borrow an additional $60,000, which the Company drew in conjunction with the closing of
the amendment. The second amendment to the Credit Agreement was accounted for as a debt modification. The Company capitalized and paid debt issuance costs totaling $955 in conjunction with the second amendment. The borrowing under the second amendment has the same terms as the Credit Agreement and is payable in full on June 10, 2025.
The obligations under the Credit Agreement are subject to
automatic acceleration upon a voluntary or involuntary bankruptcy event of default and are subject to acceleration at the election of the lenders upon the continuance of any other event of default, including a material adverse change in the
business, operations or conditions of the Company, or SVA’s default on the deferred payment resulting from the Company’s acquisition of Grindr, Inc. from Kunlun Holdings Limited (“Kunlun”) (the “Deferred Payment”). A default interest rate of an
additional 2% per annum will apply on all outstanding obligations during the occurrence and continuance of an event of default. If
an event of default occurs on or prior to June 10, 2022, an additional premium will be charged equal to all unpaid interest that would have accrued until the date that is 24 months after the inception of the Credit Agreement. The Credit Agreement includes restrictive non-financial and financial covenants, including the requirement to maintain a total
leverage ratio no greater than 4.75:1.00 prior to and through March 31, 2022, and no greater than 3.25:1.00 thereafter. As of September 30, 2022 and December 31, 2021, the Company was in compliance with the financial debt covenants.
The fair values of the Company’s Credit Agreement balances were
measured by the discounted cash flow method or comparing their prepayment values and observable market data consisting of interest rates based on similar credit ratings, which the Company classifies as a Level 2 input within the fair value
hierarchy. The estimated fair value of the Credit Agreement balances as of September 30, 2022 and December 31, 2021, was $189,746 and
$142,963, respectively.
8. Commitments and Contingencies
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. Currently, it is too early to determine the outcome and probability of any legal proceedings and whether they would have a material adverse
effect on the Company’s business. As of September 30, 2022 and December 31, 2021, there were no amounts accrued that the Company
believes would be material to its financial position.
In January 2020, the Norwegian Consumer Council (“NCC”) submitted
three complaints to the Norwegian Data Protection Authority, (“NDPA”). Datatilsynet, under Article 77(1) of the General Data
Protection Regulation (“GDPR”) against the following parties: (1) Grindr and AdColony; (2) Grindr, Twitter, AppNexus, and OpenX; and (3) Grindr, and Smaato. The complaints reference a report entitled “Out Of Control: How consumers are exploited
by the online advertising industry”. The NCC argued that (1) the Company lacks valid consent for data sharing, (2) the Company shares personal data under Article 9 and does not have a legal basis for processing personal data under article 9,
and (3) the Company does not provide clear information about data sharing, which infringes the
F-59
Grindr Group LLC and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
principle of transparency in Article (5)(1)(a) GDPR. In April 2020, the Company
received an Order to Provide Information from the Datatilsynet. The Company responded to this Order and provided information to Datatilsynet in May 2020. In January 2021, the Datatilsynet sent the Company an “Advance notification of an
administrative fine” of 100,000 NOK (the equivalent of approximately $9,300 using the exchange rate as of September 30, 2022) for an alleged infringement of the GDPR. This was notice of a proposed fine to which Grindr was entitled to respond before
Datatilsynet made a final decision. Datatilsynet alleged (i) that Grindr disclosed personal data to third party advertisers without a legal basis in violation of Article 6(1) GDPR and (ii) that Grindr disclosed special category personal data to
third party advertisers without a valid exemption from the prohibition in Article 9(1) GDPR. Grindr responded to the Advance notification on March 8, 2021, to contest the draft findings and fine. A redacted copy of Grindr’s response was made
public. On April 29, 2021, Datatilsynet issued its Order To Provide Information - Grindr - Data Processors, asking, among other things, whether Grindr considered certain ad tech partners to be processors or controllers. Datatilsynet later
extended the deadline to respond to June 2, 2021, and Grindr sent a response to Datatilsynet on that date. On October 11, 2021, Datatilsynet sent the Company a letter concerning Grindr’s reply to the Advance notification. In the letter,
Datatilsynet clarified that the Advance notification only “pertains to data subjects on Norwegian territory,” and advised the Company of two additional complaints that had been filed (one in March 2021 and the other in September 2021) with Datatilsynet by the Norwegian Consumer Council. Datatilsynet requested any further comments or remarks to the Advance notification
by November 1, 2021, but later extended the deadline to November 19, 2021. On November 19, 2021, Grindr served a response to Datatilsynet’s October 11, 2021 letter. On November 26, 2021, Datatilsynet requested any redactions to the response
based upon the expectation that third parties may request a copy of Grindr’s November 19, 2021 response, and Grindr proposed redactions on the same day.
In December 2021, Datatilsynet issued a reduced administrative
fine against the Company in the amount of 65,000 NOK, or approximately $6,045 using the exchange rate as of September 30, 2022, with an extended deadline for the Company to appeal through February 14, 2022. On February 14, 2022, Grindr filed an appeal brief
with the DPA. It is too early to determine the probability of there being any further proceedings, the outcome of any such proceedings, and whether such proceedings may have a material adverse effect on the Company’s business, including because
of the uncertainty of (i) the ultimate amount of the fine imposed, and (ii) whether Grindr may determine to appeal or further contest the fine. As a result, an estimate of the ultimate loss cannot be made at this time. It is at least reasonably
possible that a change in the administrative fine may occur in the near term.
In Summer of 2018, Grindr was informed by multiple State Attorneys
General (the “Multistate”) that the Multistate was opening a formal investigation into the Company’s sharing of users’ HIV status and last tested date with third parties, and its security and processing of user geolocation information. Since
August 2018 the Company has responded to multiple requests for information. In November 2020, the Multistate contacted the Company with its expected claims and findings and general proposed settlement terms that included a settlement of $11,000. The Company responded in February 2021 by providing the Multistate with a white paper detailing why the Multistate’s claims are factually
and legally deficient. The Company also met with the Multistate and presented its arguments via a presentation. In May 2021, the Multistate contacted Grindr to request an extension of the tolling agreement from June 1, 2021 to October 1, 2021.
On May 30, 2021, Grindr entered into a tolling agreement extension with the State Attorneys General of Arkansas, Indiana, New Jersey, North Carolina, Oregon, Vermont, and Washington, extending the tolling agreement from June 1, 2021 to
August 1, 2021. In June 2021, the New Jersey Attorney General served supplemental requests on Grindr seeking, among other things, additional information related to matters discussed in Grindr’s February 2021 white paper, as well as documents
regarding submissions made by Grindr to Datatilsynet. In July 2021, Grindr served initial responses and objections to the New Jersey Attorney General’s supplemental requests and subsequently agreed to an extension of the tolling agreement from
August 1, 2021 to October 1, 2021. Since that time, the New Jersey Attorney General agreed to limit the scope of the supplemental requests, and Grindr agreed to provide certain information in response to the supplemental requests. In addition,
Grindr agreed to enter into an additional tolling agreement extension with the State Attorneys General of Arkansas, Indiana, New Jersey, North Carolina, Oregon, Vermont, and Washington, extending the tolling agreement from October 1, 2021 to
March 31, 2022. On March 16, 2022, May 27, 2022 and July 5, 2022, Grindr entered into an additional extensions of the tolling agreement with the Attorneys General until May 30, 2022, June 30, 2022 and September 1, 2022. In October 2021, Grindr
served an initial response to the New Jersey Attorney General’s supplemental requests, with
F-60
Grindr Group LLC and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
additional responses to supplemental requests served in November and December 2021.
In January 2022, Grindr submitted responses to the New Jersey Attorney General’s follow-up questions regarding the Company’s inquiry in response to The Pillar blog. On October 6, 2022, the Company was advised by the Multistate that the
investigation has been closed without action and with no further action anticipated. See Note 13 for additional information.
In December 2020, Grindr 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 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. In
June 2021, the petitioner attempted service of the statement of claims and the associated filings (all in translated form as required under applicable law) on Grindr. In November 2021, Grindr filed an initial response to the plaintiff’s
Statement of Claim challenging the effectiveness of service. The plaintiff then filed opposition to Grindr’s service-related motion, raising a series of technical challenges. During the Israeli court hearing in January 2022, the Israeli court
directed the plaintiff to start the service process from the beginning by seeking court permission to pursue international service on Grindr. On February 8, 2022, the Court formally permitted the Plaintiff, in ex parte, to serve the Company
outside the jurisdiction. The Company should file its response to the Motion for certification (and/or preliminary jurisdictional motions) within 90 days from the date it is served. On March 30, 2022, Grindr received a package via U.S. Mail with the case documents. Grindr’s local Israeli counsel is preparing a motion seeking the court’s preliminary ruling on the question
of applicable law. On July 5, 2022, the Company filed a motion to determine the governing law. Grindr believes that the claims lack merit, and it continues to consider and evaluate an appropriate response. At this time, this matter remains in
its nascent stages, and it is too early to determine the likely outcome of this proceeding or whether the proceeding may ultimately have a material adverse effect on the Company’s business, including because of the uncertainty of (i) whether
Grindr will incur a loss, (ii) if a loss is incurred, what the amount of that loss may be, and (iii) whether Grindr may determine to appeal or further contest the loss.
9. Distributions
On June 10, 2022, the Board of Managers approved a special distribution of $0.75
per unit of Series X Ordinary Units, amounting to $83,313 to Series X Ordinary Unit holders as of the close of business on June 10,
2022. The distribution was partially paid in , and the balance was fully paid in .
10. Unit-based Compensation
The unit-based compensation expense is related to the grant of
unit options and restricted units granted under the 2020 Plan and the grant of SVE’s Series P Units to Catapult Goliath LLC (“Catapult Goliath”), a related party that liquidated prior to the Closing and distributed its holdings to its members,
some of whom were former officers of the Company. The unit-based compensation expense for SVE’s Series P Units have been pushed down to the operating entity and thus recorded in the Company’s condensed consolidated financial statements with a
corresponding credit to equity as a capital contribution.
F-61
Grindr Group LLC and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
2020 Plan
Unit options
The following table summarizes the key input assumptions used in
the Black-Scholes option-pricing model to estimate the fair value of unit options granted for the nine months ended September 30, 2022 and 2021:
|
|
| |
Nine Months Ended September 30,
|
|||
|
|
| |
2022
|
| |
2021
|
|
Expected life of units (in years)(1)
|
| |
4.57
- 4.61
|
| |
4.55
- 4.61
|
|
Expected unit price volatility(2)
|
| |
56.39%
- 60.87%
|
| |
48.20%
- 56.46%
|
|
Risk free interest rate(3)
|
| |
1.37%
- 3.05%
|
| |
0.32%
- 0.78%
|
|
Expected dividend yield(4)
|
| |
—%
|
| |
—%
|
|
Weighted average grant-date fair value per unit of unit
options granted
|
| |
$2.75
- $5.81
|
| |
$1.80
- $2.17
|
|
Fair value per common unit
|
| |
$5.89
- $11.13
|
| |
$4.50
- $4.98
|
|
(1)
|
The
expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period.
|
|
(2)
|
Expected
volatility is based on historical volatilities of a publicly traded per group over a period equivalent to the expected term of the awards.
|
|
(3)
|
The
risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards.
|
|
(4)
|
Prior to
June 10, 2022, the Company has not historically paid cash dividends on its common units. On June 10, 2022, the Company’s Board of Managers approved a special distribution as described in Note 9, and does not expect to pay any normal
course cash dividends on its common units in the foreseeable future.
|
The following table summarizes the unit option activity for the nine
months ended September 30, 2022:
|
|
| |
Number of
Options
|
| |
Weighted
Average
Exercise
Price
|
|
Outstanding at December 31, 2021
|
| |
3,442,397
|
| |
$4.97
|
|
Granted
|
| |
867,050
|
| |
$10.37
|
|
Exercised
|
| |
(240,205)
|
| |
$4.73
|
|
Forfeited
|
| |
(886,519)
|
| |
$4.63
|
|
Outstanding at September 30, 2022
|
| |
3,182,723
|
| |
$6.56
|
San Vicente Equity Joint Venture LLC (“SVE”)
Series P Profit Units (“Series P”)
A summary of Series P Units activity for the nine months ended
September 30, 2022 is presented below:
|
|
| |
Number of
Units
|
| |
Weighted
Average
Fair
Value(1)
|
|
Unvested at December 31, 2021
|
| |
4,306,636
|
| |
$2.07
|
|
Vested
|
| |
(3,293,464)
|
| |
$5.36
|
|
Unvested at September 30, 2022
|
| |
1,013,172
|
| |
$7.32
|
|
(1)
|
The
weighted average fair value for unvested Series P units at December 31, 2021 is based on the grant date fair value. The weighted average fair value of the vested Series P units in 2022 and the unvested Series P units at September 30,
2022 considered the remeasured fair value of Series P upon modification (discussed below).
|
There were no Series P units granted during the nine months ended September 30, 2022 and 2021.
F-62
Grindr Group LLC and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
Modification of Series P Units
On May 9, 2022, SVE and Catapult Goliath entered into an agreement
to amend the vesting requirement for the Series P Units (the “Modification”). Under the Modification, the Series P Units performance-based vesting target was amended to time-based vesting and the Series P Units will vest as follows: (1) 40% immediately as of the date of modification (the “First Tranches”), and (2) 20% each on June 30, 2022, September 30, 2022 and December 31, 2022 (the “Second Tranches”). Additionally, the requisite services under the consulting agreement have
been removed as a condition to vesting.
The vesting requirements for the First Tranches originally
consisted of requisite services under a consulting agreement and performance-based targets, and all performance-based targets were met. As such, the Company accounted for the modification in the First Tranches as a Type I modification (probable
to probable). As the modification only results in the acceleration of service-based vesting and does not involve any other changes, there was no incremental fair value upon modification. The Company recognized $2,285 incremental unit-based compensation during the nine months ended September 30, 2022 for the First Tranches as it relates to the units vested
immediately upon the date of modification.
The vesting requirements for the Second Tranches originally
consisted of requisite services under a consulting agreement and performance-based targets, and all performance-based targets were not met. As such, the Company accounted for the modification in the Second Tranches as a Type III modification
(improbable to probable). This Type III modification results in a remeasured fair value of $7.32 per share. The remeasured fair value
was determined by a probability weighted expected return method by weighting between a going concern scenario valued using the Option Pricing Method and a reverse merger scenario value using the equity value in the merger agreement. The
incremental aggregate unit-based compensation related to the modification was $22,249. The Company recognized $19,217 of incremental unit-based compensation expense during the nine months ended September 30, 2022 for the Second Tranches.
Prior to the Closing, Catapult Goliath was liquidated and
distributed its holdings to its members, some of whom were former officers of the Company.
Unit-based compensation information
The following table summarizes unit-based compensation expenses
for the three and nine months ended September 30, 2022 and 2021, respectively:
|
|
| |
Three Months Ended
September 30,
|
| |
Nine Months Ended
September 30,
|
||||||
|
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
|
Selling, general and administrative expenses
|
| |
$9,435
|
| |
$593
|
| |
$22,870
|
| |
$1,623
|
|
Product development expenses
|
| |
251
|
| |
71
|
| |
483
|
| |
183
|
|
|
| |
$9,686
|
| |
$664
|
| |
$23,353
|
| |
$1,806
|
Unit-based compensation expense that was capitalized as an asset
was $54 and $32 for
the three months ended September 30, 2022 and 2021, respectively. Unit-based compensation expense that was capitalized as an asset was $108
and $78 for the nine months ended September 30, 2022 and 2021, respectively.
F-63
11. Net (Loss) Income Per Share
The following table sets forth the computation of basic and diluted
(loss) income per share:
|
|
| |
Three Months Ended
September 30,
|
| |
Nine Months Ended
September 30,
|
||||||
|
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
|
Numerator:
|
| |
|
| |
|
| |
|
| |
|
|
Net (loss) income and comprehensive (loss) income
|
| |
$(4,663)
|
| |
$1,894
|
| |
$(4,343)
|
| |
$(1,433)
|
|
Denominator:
|
| |
|
| |
|
| |
|
| |
|
|
Basic weighted average units of ordinary units outstanding
|
| |
111,098,038
|
| |
110,611,462
|
| |
110,984,923
|
| |
108,293,197
|
|
Diluted effect of unit-based awards
|
| |
—
|
| |
14,756
|
| |
—
|
| |
—
|
|
Diluted weighted average units of ordinary units
outstanding
|
| |
111,098,038
|
| |
110,626,218
|
| |
110,984,923
|
| |
108,293,197
|
|
|
| |
|
| |
|
| |
|
| |
|
|
Net (loss) income per unit:
|
| |
|
| |
|
| |
|
| |
|
|
Basic
|
| |
$(0.04)
|
| |
$0.02
|
| |
$(0.04)
|
| |
$(0.01)
|
|
Diluted
|
| |
$(0.04)
|
| |
$0.02
|
| |
$(0.04)
|
| |
$(0.01)
|
The following table presents the weighted average potential shares
that are excluded from the computation of diluted net (loss) income and comprehensive (loss) income for the periods presented because including them would have had an anti-dilutive effect:
|
|
| |
Three Months Ended
September 30,
|
| |
Nine Months Ended
September 30,
|
||||||
|
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
|
Unit options issued under 2020 Plan
|
| |
996,487
|
| |
332,300
|
| |
1,630,226
|
| |
345,733
|
12. Related Parties
For the three months ended September 30, 2022 and 2021, the
Company paid advisor fees and out-of-pocket expenses amounting to $175 and $262 to two individuals who hold ownership interest in the
Company, respectively. For the nine months ended September 30, 2022 and 2021, the Company paid advisor fees and out-of-pocket expenses amounting to $606
and $644 to two
individuals who hold ownership interest in the Company, respectively.
See Note 5 and Note 10 for additional related party transactions with Catapult GP II and Catapult Goliath.
13. Subsequent Events
The Company has evaluated subsequent events through November 23,
2022, the date the condensed consolidated financial statements were available to be issued. 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.
On October 6, 2022, the Company was advised by the Multistate that
the investigation discussed in Note 8 has been closed without action and with no further action anticipated. While this particular investigation concluded in the Company’s favor, the Company may in the
future be the subject of similar types of investigations or proceedings, which could result in substantial costs and a diversion of the Company’s management’s attention and resources.
The Company and Tiga Acquisition Corp., a special purpose
acquisition company (“Tiga” or the “SPAC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) on May 9, 2022. On November 1, 2022, the Company and Tiga announced that the Securities and Exchange Commission had declared
effective the Form S-4 in connection with the Merger Agreement. On November 18, 2022, following the approval of the stockholders at Tiga
F-64
Grindr Group LLC and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
at its Extraordinary General Meeting held on November 15, 2022, pursuant to the terms
of the Merger Agreement, the Company and Tiga completed the closing of the transaction contemplated by the Merger Agreement (the “Closing”). The transaction provided the Company with $105,094 of gross proceeds. Upon Closing, the combined company was renamed Grindr Inc. and is trading on the New York Stock Exchange under the ticker “GRND”. The transaction
is accounted for as a reverse recapitalization and Grindr Group has been determined to be the accounting acquirer.
On November 14, 2022, Grindr Gap LLC and Grindr Capital LLC,
wholly owned subsidiaries of the Company entered into an amendment to the Credit Agreement which allowed the Company to borrow multiple term loans (the “Amendment”). The term loans have the following maximum commitment amounts, $140,800 (“Supplemental Facility I”), and $30,000
(“Supplemental Facility II”). On November 14, 2022 and November 17, 2022, the Company fully committed the full amount for Supplemental Facility I and Supplemental Facility II, respectively. The debt issuance costs related to the Amendment is $3,387 and $750 for Supplemental
Facility I and Supplemental Facility II, respectively. All borrowings under the Amendment bear interest at the Secured Overnight Financing Rate (“SOFR”), with an applicable floor, plus an applicable margin as determined by the Company’s net
leverage ratio. For Supplemental Facility I, the Company is required to make quarterly amortization payments of $704 on the next
business day of the end of each March, June, September and December, beginning in June 2023, with the remaining aggregate principal amount payable on the maturity date on November 14, 2027 (“Supplemental Facility I Maturity Date”). The Supplemental Facility I Maturity Date may be accelerated if certain loans in the existing Credit Agreement
or Supplemental Facility II are not repaid on or before their respectively maturity dates. For Supplemental Facility II, the Company is required to make amortization payments of $7,500 on the next business day of the end of June 2023 and December 2023, with the remaining aggregate principal amount payable on the maturity date on May 17, 2024.
On November 14, 2022, ahead of the close of the transaction
described above, the Board of Managers approved a distribution of $2.55 per unit of Series X Ordinary Units, amounting to $283,801 to Series X Ordinary Unit holders as of the close of business on November 14, 2022 (the “Distribution”). As part of the Distribution, $155,000 was issued to Group Holdings in the form of a promissory note (the “Promissory Note”) on
November 15, 2022. The Promissory Note, which would bear interest at 4.03% per annum beginning thirty days after issuance, was to be repaid no later than January 15, 2023 with all accrued interest. Group Holdings in turn issued promissory notes to its parent companies SVE and SVG totaling $155,000, SVE in turn issued a promissory note for its pro rata portion to SVG, and SVG issued a promissory note in the amount of $155,000 to San Vicente Parent LLC (a wholly owned subsidiary of San Vicente Offshore Holdings (Cayman) Limited, “SV Parent”). In addition, Catapult GP II elected to
apply a portion of its distribution totaling $13,737 as a partial payment of the Note described in Note
5, in the amount of $12,020, which comprised $1,280 of the accrued interest and $10,740 of the principal. The Distribution, excluding any amounts
related to the items described above, was paid on various dates in November 2022.
On November 15, 2022, Tiga Sponsor LLC (the “SPAC Sponsor”)
assigned the rights and obligations under a forward purchase agreement (“FPA”) to SV Parent for $100,000 consideration. The FPA
provided for the purchase of an aggregate of 5,000,000 Class A ordinary shares, plus an aggregate of 2,500,000 redeemable warrants to purchase one
Class A ordinary share at $11.50 per share, for an aggregate purchase price of $50,000, or $10.00 per Class A ordinary share. Pursuant to the
FPA, the holder of the FPA (the “holder”) was also granted an option to subscribe, in the holder’s sole discretion, for an additional 5,000,000
Class A ordinary shares plus an additional 2,500,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an
additional purchase price of $50,000, or $10.00 per Class A ordinary share. In addition, on November 15, 2022, SV Parent transferred $100,000
cash to the SPAC trust account, which was released on November 18, 2022 to Grindr Inc. as an equity contribution. In consideration for the Company’s assumption of SV Parent’s rights to receive the securities issuable by the SPAC Sponsor under
the FPA, Grindr issued 7,127,896 Series X Ordinary Units to SV Cayman and entered into that certain warrant agreement with SV
Cayman, pursuant to which, SV Cayman was entitled to purchase 3,563,948 Series X Ordinary Units of Grindr at a purchase price per
share of $16.13. Such warrant and the Series X Ordinary Units were ultimately exchanged at the Closing into shares of Grindr Inc.
Common Stock and a warrant to purchase shares of Grindr Inc. Common Stock in accordance with the terms of the Merger Agreement.
F-65
Grindr Group LLC and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
On November 16, 2022, SVE was liquidated and Group Holdings, SVG,
SVA, SV Parent, San Vicente Offshore Holdings (Cayman) Limited, and SV Investments II, Inc. merged down with and into the Company. The mergers up to the SV Parent level resulted in all of the intercompany promissory notes being canceled, and
the merger of SV Parent into the Company resulted in Grindr assuming the $155,000 Deferred Payment to Kunlun with a carrying value of
$142,750 as of November 16, 2022. On November 17, 2022, SV Investments distributed all of its interest and warrants in the Company to
San Vicente Holdings LLC, which subsequently distributed all of its interest and warrants in the Company to its equity holders. The accounting treatment for each of these transactions is reflected as a contribution of assets and liabilities
between entities under common control, which does not result in a change in reporting entity requiring retrospective restatement of the historical financial statements.
In accordance with newly executed agreements between the Company
and Kunlun, the Deferred Payment liability is to be settled within 10 business days of the Closing. Upon the settlement of the
Deferred Payment liability, the difference between the carrying value of the Deferred Payment, at the time of settlement, and the $155,000
obligation will be recognized as a loss on extinguishment of debt in the period it is extinguished.
F-66
To the Members and Board of Managers of Grindr Group LLC
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of
Grindr Group LLC and Subsidiaries (the Company) as of December 31, 2021 and December 31, 2020 (Successor), the related consolidated statements of operations and comprehensive income (loss), members’ equity and cash flows for the year ended
December 31, 2021 and the period from June 11, 2020 to December 31, 2020 (Successor), the consolidated statements of operations and comprehensive income (loss), stockholders’ equity and cash flows of Grindr Inc. and Subsidiaries for the period
from January 1, 2020 to June 10, 2020 and the year ended December 31, 2019 (Predecessor), and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present
fairly, in all material respects, the financial position of the Company at December 31, 2021 and December 31, 2020 (Successor), the results of its operations and its cash flows for the year ended December 31, 2021 and the period from June 11,
2020 to December 31, 2020 (Successor), and Grindr Inc. and Subsidiaries for the period from January 1, 2020 to June 10, 2020 and the year ended December 31, 2019 (Predecessor), in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of
our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly,
we express no such opinion.
Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2020.
Los Angeles, California
May 9, 2022
F-67
Consolidated Balance Sheets
(in thousands, except unit data)
|
|
| |
Successor
|
|||
|
|
| |
December 31,
2021
|
| |
December 31,
2020
|
|
Assets
|
| |
|
| |
|
|
Current Assets
|
| |
|
| |
|
|
Cash and cash equivalents
|
| |
$15,778
|
| |
$41,394
|
|
Accounts receivable, net of allowances of $53 and $150 at December 31,
2021 and 2020, respectively
|
| |
17,885
|
| |
11,833
|
|
Prepaid expenses
|
| |
2,330
|
| |
1,921
|
|
Deferred charges
|
| |
4,611
|
| |
3,243
|
|
Due from related parties
|
| |
—
|
| |
10
|
|
Other current assets
|
| |
3,308
|
| |
16
|
|
Total current assets
|
| |
43,912
|
| |
58,417
|
|
Restricted cash
|
| |
1,392
|
| |
1,392
|
|
Property and equipment, net
|
| |
2,374
|
| |
2,866
|
|
Capitalized software development costs, net
|
| |
3,637
|
| |
416
|
|
Intangible assets, net
|
| |
139,708
|
| |
181,874
|
|
Goodwill
|
| |
258,619
|
| |
258,619
|
|
Other assets
|
| |
84
|
| |
121
|
|
Total assets
|
| |
$449,726
|
| |
$503,705
|
|
Liabilities and Members’ Equity
|
| |
|
| |
|
|
Current liabilities
|
| |
|
| |
|
|
Accounts payable
|
| |
$2,437
|
| |
$592
|
|
Accrued expenses and other current liabilities
|
| |
3,539
|
| |
11,043
|
|
Current maturities of long-term debt, net
|
| |
3,840
|
| |
56,266
|
|
Deferred revenue
|
| |
20,077
|
| |
13,530
|
|
Total current liabilities
|
| |
29,893
|
| |
81,431
|
|
Long-term debt, net
|
| |
133,279
|
| |
137,667
|
|
Deferred income taxes
|
| |
20,912
|
| |
25,224
|
|
Other non-current liabilities
|
| |
2,405
|
| |
3,125
|
|
Total liabilities
|
| |
186,489
|
| |
247,447
|
|
Commitments and Contingencies (Note 12)
|
| |
|
| |
|
|
Members’ Equity
|
| |
|
| |
|
|
Preferred units, par value $0.00001,
units authorized, no units issued and outstanding at December 31, 2021 and 2020
|
| |
—
|
| |
—
|
|
Ordinary units, par value $0.00001;
units authorized; 110,867,483 and 105,180,224 issued and outstanding at December 31, 2021 and December 31, 2020, respectively
|
| |
1
|
| |
1
|
|
Additional paid-in capital
|
| |
269,131
|
| |
267,216
|
|
Accumulated deficit
|
| |
(5,895)
|
| |
(10,959)
|
|
Total members’ equity
|
| |
263,237
|
| |
256,258
|
|
Total liabilities and members’ equity
|
| |
$449,726
|
| |
$503,705
|
See accompanying notes to consolidated financial statements.
F-68
Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except per unit/share
data)
|
|
| |
Successor
|
| |
Predecessor
|
||||||
|
|
| |
Year ended
December 31,
2021
|
| |
From June 11,
2020 through
December 31,
2020
|
| |
From January 1,
2020 through
June 10, 2020
|
| |
Year ended
December 31,
2019
|
|
Revenue
|
| |
$145,833
|
| |
$61,078
|
| |
$43,385
|
| |
$108,698
|
|
Operating costs and expenses
|
| |
|
| |
|
| |
|
| |
|
|
Cost of revenue (exclusive of depreciation and
amortization shown separately below)
|
| |
37,358
|
| |
18,467
|
| |
12,954
|
| |
27,545
|
|
Selling, general and administrative expense
|
| |
30,618
|
| |
15,671
|
| |
15,583
|
| |
32,573
|
|
Product development expense
|
| |
10,913
|
| |
7,278
|
| |
7,136
|
| |
11,059
|
|
Depreciation and amortization
|
| |
43,234
|
| |
17,639
|
| |
10,642
|
| |
27,412
|
|
Total operating costs and expenses
|
| |
122,123
|
| |
59,055
|
| |
46,315
|
| |
98,589
|
|
Income (loss) from operations
|
| |
23,710
|
| |
2,023
|
| |
(2,930)
|
| |
10,109
|
|
Other (expense) income
|
| |
|
| |
|
| |
|
| |
|
|
Interest (expense) income, net
|
| |
(18,698)
|
| |
(15,082)
|
| |
277
|
| |
386
|
|
Other income (expense), net
|
| |
1,288
|
| |
142
|
|
(76)
|
| |
(348)
|
|
|
Total other (expense) income
|
| |
(17,410)
|
| |
(14,940)
|
|
201
|
| |
38
|
|
|
Net income (loss) before income tax
|
| |
6,300
|
| |
(12,917)
|
| |
(2,729)
|
| |
10,147
|
|
Income tax provision (benefit)
|
| |
1,236
|
| |
(1,958)
|
| |
(615)
|
| |
2,441
|
|
Net income (loss) and comprehensive
income (loss)
|
| |
$5,064
|
| |
$(10,959)
|
| |
$(2,114)
|
| |
$7,706
|
|
|
| |
|
| |
|
| |
|
| |
|
|
Net income (loss) per unit/share:
|
| |
|
| |
|
| |
|
| |
|
|
Basic
|
| |
$0.05
|
| |
$(0.11)
|
| |
$(0.02)
|
| |
$0.08
|
|
Diluted
|
| |
$0.05
|
|
$(0.11)
|
| |
$(0.02)
|
| |
$0.08
|
|
|
Weighted-average units/shares of ordinary units/common
stock outstanding:
|
| |
|
| |
|
| |
|
| |
|
|
Basic
|
| |
108,922,180
|
| |
101,875,967
|
| |
101,449,521
|
| |
100,471,506
|
|
Diluted
|
| |
108,962,336
|
| |
101,875,967
|
| |
101,449,521
|
| |
100,542,867
|
See accompanying notes to consolidated financial statements.
F-69
Consolidated Statements of Stockholders’ Equity
(in thousands, except per share
amounts and share data)
Grindr Inc. and Subsidiaries
Predecessor
|
|
| |
Common Stock
(Par value $0.00001)
|
| |
|
| |
|
| |
|
|
|
|||
|
|
| |
Shares
|
| |
Amount
|
| |
Additional paid
in capital
|
| |
Retained
earnings
|
| |
Total
stockholders’
equity
|
| |
|
Balance at January 1, 2019
|
| |
100,000,000
|
| |
$1
|
| |
$245,307
|
| |
$110,980
|
| |
$356,288
|
| |
|
Net income
|
| |
—
|
| |
—
|
| |
—
|
| |
7,706
|
| |
7,706
|
| |
|
Vested restricted stock awards
|
| |
1,421,320
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
Stock-based compensation
|
| |
—
|
| |
—
|
| |
6,780
|
| |
—
|
| |
6,780
|
| |
|
Balance at December 31, 2019
|
| |
101,421,320
|
| |
$1
|
| |
$252,087
|
| |
$118,686
|
| |
$370,774
|
| |
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(2,114)
|
| |
(2,114)
|
| |
|
Vested restricted stock awards
|
| |
63,452
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
Stock-based compensation
|
| |
—
|
| |
—
|
| |
343
|
| |
—
|
| |
343
|
| |
|
Balance at June 10, 2020
|
| |
101,484,772
|
| |
$1
|
| |
$252,430
|
| |
$116,572
|
| |
$369,003
|
| |
See accompanying notes to consolidated financial statements.
F-70
Consolidated Statements of Members’ Equity
(in thousands, except per unit
amounts and unit data)
Grindr Group LLC and Subsidiaries
Successor
|
|
| |
Series Y Preferred Units
(Par value $0.00001)
|
| |
Series X Ordinary Units
(Par value $0.00001)
|
| |
|
| |
|
| |
|
||||||
|
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Additional paid-
in capital
|
| |
Accumulated
deficit
|
| |
Total members’
equity
|
|
Balance at June 11, 2020
|
| |
1,484,722
|
| |
$—
|
| |
101,554,472
|
| |
$1
|
| |
$248,845
|
| |
$—
|
|
$248,846
|
|
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(10,959)
|
| |
(10,959)
|
|
Issuance of units
|
| |
—
|
| |
—
|
| |
3,625,752
|
| |
—
|
| |
25,000
|
| |
—
|
| |
25,000
|
|
Contribution from member - related party unit-based
compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
318
|
| |
—
|
| |
318
|
|
Vested Series Y preferred units
|
| |
38,121
|
| |
—
|
| |
—
|
| |
—
|
| |
192
|
| |
—
|
| |
192
|
|
Unit-based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
414
|
| |
—
|
| |
414
|
|
Repurchase of Series Y preferred units
|
| |
(1,522,843)
|
| |
—
|
| |
—
|
| |
—
|
| |
(7,553)
|
| |
—
|
| |
$(7,553)
|
|
Balance at December 31, 2020
|
| |
—
|
| |
$—
|
| |
105,180,224
|
| |
$1
|
| |
$267,216
|
| |
$(10,959)
|
| |
$256,258
|
|
Net income
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,064
|
| |
5,064
|
|
Issuance of units
|
| |
—
|
| |
—
|
| |
5,387,194
|
| |
—
|
| |
30,000
|
| |
—
|
| |
30,000
|
|
Promissory note to a member
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(30,000)
|
| |
—
|
| |
(30,000)
|
|
Interest on the promissory note to a member
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(2,038)
|
| |
—
|
| |
(2,038)
|
|
Contribution from member - related party unit-based
compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,333
|
| |
—
|
| |
1,333
|
|
Unit-based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,269
|
| |
—
|
| |
1,269
|
|
Exercise of stock options
|
| |
—
|
| |
—
|
| |
300,065
|
| | | |
1,351
|
| |
—
|
| |
1,351
|
|
|
Balance at December 31, 2021
|
| |
—
|
| |
$—
|
| |
110,867,483
|
| |
$1
|
| |
$269,131
|
| |
$(5,895)
|
| |
$263,237
|
See accompanying notes to consolidated financial statements.
F-71
Consolidated Statements of Cash Flows
(in thousands)
|
|
| |
Successor
|
| |
Predecessor
|
||||||
|
|
| |
Year ended
December 31,
2021
|
| |
June 11, 2020
through
December 31,
2020
|
| |
January 1,
2020 through
June 10, 2020
|
| |
Year ended
December 31,
2019
|
|
Operating activities
|
| |
|
| |
|
| |
|
| |
|
|
Net income (loss)
|
| |
$5,064
|
| |
$(10,959)
|
| |
$(2,114)
|
| |
$7,706
|
|
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
|
| |
|
| |
|
| |
|
| |
|
|
Share/Unit-based compensation
|
| |
2,602
|
| |
924
|
| |
343
|
| |
6,780
|
|
Gain on Paycheck Protection Program loan forgiveness
|
| |
(1,535)
|
| |
—
|
| |
—
|
| |
—
|
|
Accrual of premium on debt
|
| |
1,118
|
| |
3,682
|
| |
—
|
| |
—
|
|
Amortization of debt issuance costs
|
| |
1,180
|
| |
564
|
| |
—
|
| |
—
|
|
Interest income on promissory note from member
|
| |
(2,038)
|
| |
—
|
| |
—
|
| |
—
|
|
Depreciation and amortization
|
| |
43,234
|
| |
17,639
|
| |
10,642
|
| |
27,412
|
|
Provision for doubtful accounts
|
| |
53
|
| |
150
|
| |
—
|
| |
282
|
|
Deferred income taxes
|
| |
(4,312)
|
| |
(3,940)
|
| |
(1,568)
|
| |
2,173
|
|
Loss on disposal of property and equipment
|
| |
—
|
| |
—
|
| |
—
|
| |
15
|
|
Changes in operating assets and liabilities:
|
| |
|
| |
|
| |
|
| |
|
|
Accounts receivable
|
| |
(6,105)
|
| |
(2,942)
|
| |
2,221
|
| |
(2,351)
|
|
Prepaid expenses and deferred charges
|
| |
(1,777)
|
| |
(437)
|
| |
521
|
| |
(1,199)
|
|
Other current assets
|
| |
(3,292)
|
| |
69
|
| |
12
|
| |
281
|
|
Other assets
|
| |
37
|
| |
304
|
| |
249
|
| |
(210)
|
|
Accounts payable
|
| |
1,845
|
| |
(1,846)
|
| |
432
|
| |
(52)
|
|
Accrued expenses and other current liabilities
|
| |
(7,481)
|
| |
(3,041)
|
| |
5,587
|
| |
(6,177)
|
|
Deferred revenue
|
| |
6,547
|
| |
8,624
|
| |
(110)
|
| |
3,412
|
|
Due to/(from) related party
|
| |
10
|
| |
(10)
|
| |
(60)
|
| |
(58)
|
|
Other liabilities
|
| |
(720)
|
| |
821
|
| |
301
|
| |
(41)
|
|
Net cash provided by operating activities
|
| |
$34,430
|
| |
$9,602
|
| |
$16,456
|
| |
$37,973
|
|
Investing activities
|
| |
|
| |
|
| |
|
| |
|
|
Cash used in acquiring the Predecessor, net of cash
acquired
|
| |
$—
|
| |
$(263,843)
|
| |
$—
|
| |
$—
|
|
Purchase of property and equipment
|
| |
(269)
|
| |
(197)
|
| |
(270)
|
| |
(133)
|
|
Additions to capitalized software
|
| |
(3,528)
|
| |
(951)
|
| |
(1,420)
|
| |
(2,327)
|
|
Loans to employees
|
| |
—
|
| |
—
|
| |
—
|
| |
(2,224)
|
|
Proceeds from repayment of loan to employees
|
| |
—
|
| |
—
|
| |
2,224
|
| |
—
|
|
Loan to Kunlun
|
| |
—
|
| |
—
|
| |
(14,000)
|
| |
—
|
|
Proceeds from repayment of loan to Kunlun
|
| |
—
|
| |
—
|
| |
14,000
|
| |
—
|
|
Net cash (used in) provided by investing activities
|
| |
$(3,797)
|
| |
$(264,991)
|
| |
$534
|
| |
$(4,684)
|
See accompanying notes to consolidated financial statements.
F-72
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and
Subsidiaries (“Predecessor”)
Consolidated Statements of Cash Flows (continued)
(in thousands)
|
|
| |
Successor
|
| |
Predecessor
|
||||||
|
|
| |
Year ended
December 31,
2021
|
| |
June 11, 2020
through
December 31,
2020
|
| |
January 1,
2020 through
June 10, 2020
|
| |
Year ended
December 31,
2019
|
|
Financing activities
|
| |
|
| |
|
| |
|
| |
|
|
Proceeds from exercise of stock options
|
| |
$1,351
|
| |
$—
|
| |
$—
|
| |
$—
|
|
Contribution from members
|
| |
—
|
| |
110,000
|
| |
—
|
| |
—
|
|
Proceeds from issuance of debt
|
| |
—
|
| |
192,000
|
| |
—
|
| |
—
|
|
Payment of debt
|
| |
(56,640)
|
| |
—
|
| |
—
|
| |
—
|
|
Payment of debt issuance costs
|
| |
(960)
|
| |
(3,825)
|
| |
—
|
| |
—
|
|
Proceeds from Paycheck Protection Program Loan
|
| |
—
|
| |
—
|
| |
1,514
|
| |
—
|
|
Net cash (used in) provided by financing activities
|
| |
$(56,249)
|
| |
$298,175
|
| |
$1,514
|
| |
$—
|
|
Net (decrease) increase in cash, cash
equivalents and restricted cash
|
| |
$(25,616)
|
| |
$42,786
|
|
$18,504
|
| |
$33,289
|
|
|
Cash, cash equivalents and restricted
cash, beginning of the period
|
| |
42,786
|
| |
—
|
| |
47,950
|
| |
14,661
|
|
Cash, cash equivalents and restricted
cash, end of the period
|
| |
$17,170
|
| |
$42,786
|
| |
$66,454
|
| |
$47,950
|
|
Reconciliation of cash, cash
equivalents and restricted cash
|
| |
|
| |
|
| |
|
| |
|
|
Cash and cash equivalents
|
| |
$15,778
|
| |
$41,394
|
| |
$65,062
|
| |
$46,558
|
|
Restricted cash
|
| |
1,392
|
| |
1,392
|
| |
1,392
|
| |
1,392
|
|
Cash, cash equivalents and restricted cash
|
| |
$17,170
|
| |
$42,786
|
| |
$66,454
|
| |
$47,950
|
|
Supplemental disclosure of cash flow information:
|
| |
|
| |
|
| |
|
| |
|
|
Cash interest paid
|
| |
$22,751
|
| |
$10,336
|
| |
$2
|
| |
$99
|
|
Income taxes paid
|
| |
$9,514
|
| |
$1,730
|
| |
$157
|
| |
$273
|
|
Supplemental disclosure of non-cash
investing activities:
|
| |
|
| |
|
| |
|
| |
|
|
Non-cash capital contribution as part of the purchase
price for acquisition for the Predecessor
|
| |
|
| |
|
| |
|
| |
|
|
Deferred payments, at fair value
|
| |
$—
|
| |
$156,082
|
| |
$—
|
| |
$—
|
|
Issuance of Series Y preferred units, at fair value
|
| |
$—
|
|
$7,364
|
| |
$—
|
| |
$—
|
|
|
Contingent consideration, at fair value
|
| |
$—
|
| |
$400
|
| |
$—
|
| |
$—
|
|
Supplemental disclosure of non-cash
financing activities:
|
| |
|
| |
|
| |
|
| |
|
|
Paycheck Protection Program loan forgiveness
|
| |
$1,535
|
| |
$—
|
| |
$—
|
| |
$—
|
See accompanying notes to consolidated financial statements.
F-73
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per unit/share
amounts and unit/share data)
1. Nature of Business
Grindr Group LLC and Subsidiaries (the “Successor”) and Grindr Inc. and subsidiaries (the “Predecessor”) (collectively, the “Company”) is headquartered in Los Angeles, California and
manages and operates the Grindr app, a global LGBTQ+ social network platform serving and addressing the needs of the entire LGBTQ+ queer community. The Grindr app is available through Apple’s App Store for iPhones and Google Play for Android.
The Company offers both a free, ad-supported service and a premium subscription version. The Company also manages a dating service app called Blendr, for a broader market.
On June 10, 2020, San Vicente Acquisition LLC (“SVA”), an intermediate parent company of the Successor, purchased 98.59% of the Predecessor’s
issued and outstanding common stock from Kunlun Group Holdings Limited (“Kunlun”). The remaining 1.41%
of the Predecessor was held by three former executives through a restricted share award grant, which was converted to Series Y
Preferred Units of the Successor. As a result, the Predecessor became a wholly owned subsidiary of the Successor on June 10, 2020 (the “Acquisition”). See Note 3 for additional information about the
Acquisition.
The Successor is a wholly owned subsidiary of San Vicente Group
Holdings LLC (“Group Holdings”), which is the joint subsidiary of San Vicente Group TopCo LLC (“SVG”), a wholly owned subsidiary of SVA, and San Vicente Equity
Joint Venture LLC (“SVE”), a related party and subsidiary of SVA.
2. Summary of Significant Accounting
Policies
Basis of Presentation and Consolidation
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 Successor and its wholly owned subsidiaries.
Intercompany accounts and transactions have been eliminated in consolidation.
The Successor and Predecessor financial statements are defined as
follows:
Successor: The consolidated financial statements of Grindr Group
LLC and Subsidiaries are comprised of the consolidated balance sheets as of December 31, 2021 and December 31, 2020, and the related consolidated statements of operations and comprehensive income (loss), consolidated statements of members’
equity, and cash flows for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, and the related notes.
Predecessor: The consolidated financial statements of Grindr Inc.
and Subsidiaries are comprised of the consolidated statements of operations and comprehensive income (loss), consolidated statements of stockholders’ equity, and cash flows for the period from January 1, 2020 through June 10, 2020 and for the
year ended December 31, 2019, and the related notes.
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, revenue, 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 useful lives and
recoverability of property and equipment and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for
doubtful accounts; the fair value of acquisition-related contingent consideration arrangements; valuation allowance; unrecognized tax benefits; legal contingencies; and the valuation of stock-based compensation, among others.
F-74
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
Impact of COVID-19
In March 2020, the World Health Organization declared COVID-19 a
global pandemic. The COVID-19 outbreak has reached across the globe, resulting in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans intended to control the spread of the virus.
While restrictions have been lessened and lifted, restrictions
could be increased or reinstated in the future. Although an adverse impact on the Company’s ongoing operations is unlikely, the full magnitude the pandemic will have on the Company remains uncertain and will depend on the duration of the
pandemic, as well as the effectiveness of mass vaccinations and the impact of future variants of the virus. Additionally, changes to estimates related to ongoing COVID-19 disruptions could result in other impacts, including, but not limited to,
goodwill, indefinite-lived intangibles, and long-lived asset impairment charges.
Segment Information
The Company operates in one segment. The Company’s operating segments are identified according to how the performance of its business is managed and evaluated by its chief operating decision
maker, the Company’s Chief Executive Officer (“CEO”). Substantially all of the Company's long-lived assets are attributed to operations in the U.S.
Cash and Cash Equivalents
Cash and cash equivalents consist entirely of cash and money
market accounts. 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.
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, 2021 and December 31, 2020 was related to a letter of credit held with
a financial institution for leased office space secured by the Company as described in Note 12.
Foreign Currency Transactions
Transaction gains and losses denominated in a currency other than
the functional currency are included in “Other income (expense), net” on the consolidated statements of operations and comprehensive income (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.
|
F-75
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
Recurring Fair Value Measurements
Money market funds are measured and recorded at fair value on the
Company’s balance sheets on a recurring basis. The following tables present money market funds and their level within the fair value hierarchy as of December 31, 2021 and 2020:
|
|
| |
Successor
|
|||||||||
|
|
| |
Total
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
|
December 31, 2021:
|
| |
|
| |
|
| |
|
| |
|
|
Money market funds
|
| |
$9,648
|
| |
$9,648
|
| |
$—
|
| |
$—
|
|
|
| |
Successor
|
|||||||||
|
|
| |
Total
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
|
December 31, 2020:
|
| |
|
| |
|
| |
|
| |
|
|
Money market funds
|
| |
$16,829
|
| |
$16,829
|
| |
$—
|
| |
$—
|
The Company’s remaining financial instruments that are measured at
fair value on a recurring basis consist primarily of cash, accounts receivable, accounts payable, 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 Company discloses the fair value of its debt in Note 11.
The Company does not have any recurring fair value measurements
using significant unobservable inputs (Level 3) as of December 31, 2021 and 2020.
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. See Note 3 for further discussion on the measurement of the assets and liabilities acquired in the Acquisition.
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 are measured at fair value on a nonrecurring basis as a result of impairment reviews and any resulting impairment charge.
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, as described
below. The fair value of the reporting unit or asset groups is determined primarily using cost 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:
|
|
| |
Estimated Useful
Lives
|
|
Computer equipment
|
| |
3
years
|
|
Furniture and fixtures
|
| |
5
years
|
|
Leasehold improvements
|
| |
5
to 10 years
|
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 income (loss).
F-76
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
Business Combinations and Contingent Consideration
Arrangements
The Company allocates the purchase price of acquisitions to the
assets acquired and liabilities assumed based on estimates of their fair values at the date of acquisition, including identifiable intangible assets that arise from a contractual or legal right and are separable from goodwill. The Company
typically engages outside valuation experts to assist in the allocation of purchase price to the identifiable intangible assets acquired, but management has ultimate responsibility for the valuation methods, models, and inputs used, and the
resulting purchase price allocation. The excess of the fair value of purchase price over the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The estimated fair values of these intangible assets are based on
valuations that use information and assumptions that require judgment, including estimating future cash flows or the cost to recreate an acquired asset. Acquisition-related costs are expensed in the periods in which the costs are incurred.
In connection with the business combination described in Note 3,
SVA, an intermediate parent company of the Successor, entered into a contingent consideration arrangement that is determined to be part of the purchase price. SVA is the legal obligor of the contingent consideration and the contingent
consideration was recorded at its fair value of $400 within SVA’s financial statements at the time of the acquisition, and is
reflected at the current fair value for each subsequent reporting period thereafter until settled. The contingent consideration arrangement is based on the achievement of an EBITDA target for the 12-month period after the closing date. Such
target was not met, and no contingent consideration was paid.
Goodwill and Indefinite-Lived Intangible Assets
The Company assesses goodwill on its one 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 quarters of the fiscal years ended 2021, 2020, and
2019, the Successor and Predecessor, respectively, 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 impaired 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
F-77
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
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 Long
Lives
Long-lived assets, which consist of property and equipment,
capitalized software, and intangible assets with long lives, are reviewed for impairment whenever events or changes in circumstances indicate that the varying 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
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 of three years.
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 substantially all of its revenue from
subscription revenue and advertising revenue. As permitted under the practical expedient available under ASU 2014-09, 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 monthly subscriptions that are currently offered in one, three, six, and twelve- month lengths. Subscription revenue is presented net of taxes, credits, and chargebacks. Subscribers pay in advance,
primarily through mobile app stores, and, subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is recognized using the
straight-line method over the term of the applicable subscription period.
Indirect Revenue
Indirect revenue consists of advertising revenue and other
non-direct revenue. The Company has contractual relationships with advertising service providers and also directly with advertisers to display advertisements in the Grindr app. For all advertising arrangements, the Company’s performance
obligation is to provide the inventory for
F-78
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
advertisements to be displayed in the Grindr app. For contracts made directly with
advertisers, the Company is also obligated to serve the advertisements in the Grindr app. 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 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.
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 uses the practical expedient available under ASU 2014-09 applicable to such contracts and does not consider the time value of money.
Principal/Agent Considerations
In arrangements where another party (e.g., advertising service
provider) is involved in providing advertising services to an advertiser, the Company evaluates whether it is the principal or agent. In instances where the Company does not retain control of advertising inventory and does not have discretion
in establishing price, the Company is the agent. In those cases, the Company does not have discretion to set pricing in its arrangements because it receives a percentage of the amount the advertising service provider charges the advertiser and
it does not have a contractual relationship with the advertiser. Accordingly, the Company recognizes revenue related to advertising service providers on a net basis.
Account Receivables, net of allowance for doubtful accounts
The majority of app users access the Company’s services through
mobile app stores. At December 31, 2021 and December 31, 2020, two mobile app stores accounted for approximately 43.6% and 14.4%, and 43.8% and 15.1%, respectively, of
the Company’s gross accounts receivables. 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 include amounts billed and currently due
from advertising customers. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be collected. The allowance for doubtful accounts is based upon a number of factors,
including the length of time accounts receivable are past due, the Company’s previous loss history, and the specific customer’s ability to pay its obligation. 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. The accounts receivable balances, net of allowances, were $17,885 and $11,833 as of December 31, 2021 and December 31, 2020 for the
Successor, respectively. The opening balance of accounts receivable, net of allowances, was $11,261 as of January 1, 2020 for the
Predecessor.
F-79
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
Deferred Charges
The Company defers certain costs as an asset, primarily mobile app
store distribution fees paid to the Company’s mobile app store download platforms, and recognizes such costs in cost of revenue, along with deferred revenue, as the services are provided, which is consistent with the subscription period. The
fee differs based on the agreed upon percentage depending on the country from which the revenue originated and the length of consecutively paid subscriptions, generally approximating 30.0% of revenues for initial subscriptions. For year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020 for the Successor, and for the period from
January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019 for the Predecessor, the Company recognized cost of revenue of $29,020,
$14,918, $10,364 and $22,010, respectively, related to these costs.
Contract Liabilities
Deferred revenue consists of advance payments that are received or
are contractually due in advance of the Company’s performance. The Company classifies subscription deferred revenue as current and recognizes revenue ratably over the terms of the applicable subscription period or expected completion of the
performance obligation which range from to twelve months. The deferred revenue balances were $20,077 and $13,530 as of December 31, 2021 and December 31, 2020 for the Successor, respectively, and $14,102 as of January 1, 2020 for the Predecessor.
For the year ended December 31, 2021, the Successor recognized $13,530 of revenue that was included in the deferred revenue balance as of December 31, 2020. For the period from June 11, 2020 through December 31,
2020, the Successor recognized $4,014 of revenue that was included in the deferred revenue balance as of June 10, 2020. For the
period from January 1, 2020 through June 10, 2020, the Predecessor recognized $11,448 of revenue that was included in the deferred
revenue balance as of December 31, 2019. For the year ended December 31, 2019, the Predecessor recognized $10,690 of revenue that was
included in the deferred revenue balance as of December 31, 2018.
Disaggregation of Revenue
The following tables summarize revenue from contracts with
customers for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, for the Successor, and for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, for the
Predecessor.
|
|
| |
Successor
|
| |
Predecessor
|
||||||
|
|
| |
Year ended
December 31,
2021
|
| |
From
June 11, 2020
through
December 31,
2020
|
| |
From
January 1, 2020
through
June 10, 2020
|
| |
Year ended
December 31,
2019
|
|
Direct revenue
|
| |
$116,031
|
| |
$49,268
|
| |
$39,840
|
| |
$84,000
|
|
Indirect revenue
|
| |
29,802
|
| |
11,810
|
| |
3,545
|
| |
24,698
|
|
|
| |
$145,833
|
| |
$61,078
|
| |
$43,385
|
| |
$108,698
|
|
|
| |
Successor
|
| |
Predecessor
|
||||||
|
|
| |
Year ended
December 31,
2021
|
| |
From
June 11, 2020
through
December 31,
2020
|
| |
From
January 1, 2020
through
June 10, 2020
|
| |
Year ended
December 31,
2019
|
|
United States
|
| |
$93,628
|
| |
$34,987
|
| |
$24,921
|
| |
$68,776
|
|
United Kingdom
|
| |
10,704
|
| |
5,366
|
| |
3,894
|
| |
8,940
|
|
Rest of the world
|
| |
41,501
|
| |
20,725
|
| |
14,570
|
| |
30,982
|
|
|
| |
$145,833
|
| |
$61,078
|
| |
$43,385
|
| |
$108,698
|
F-80
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
Cost of revenue
Cost of revenue consists primarily of mobile app store
distribution fees, as well as credit card processing 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 of
compensation expense (including unit and stock-based compensation expense) and other employee related costs for personnel engaged in selling and marketing, sales support functions, executive management, finance, legal, tax, and human resources.
Selling expenses also include advertising, brand marketing, digital and social media spend, and field marketing expenses. General and administrative expense also include acquisition-related transaction costs, allocated expenses associated with
facilities, information technology, external professional services, legal costs and settlement of legal claims and other administrative expenses.
Product development expense
Product development expense consists primarily of compensation
(including stock and unit-based compensation expense) and other employee-related costs for personnel engaged in the design, development, testing, and enhancement of product offerings and related technology.
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 $1,293 and $461
for the Successor for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively, and $2,861
and $3,066 for the Predecessor for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019,
respectively. Advertising costs are included in “Selling, general and administrative expense” in the consolidated statements of operations and comprehensive income (loss).
Leases
Rent expense is recorded on a straight-line basis over the lease
term. The difference between cash payments for rent and the expense recorded is reported as current and non-current deferred rent within accrued expenses and other current liabilities, other current assets, other long-term liabilities, and
other assets, respectively, in the accompanying consolidated balance sheets.
Income Taxes
While the Successor is a limited liability company, the Company
has elected to be treated as a C corporation for taxation purposes. 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.
F-81
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
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. De-recognition 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.
Unit-based and Stock-based Compensation
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 has granted unit options (Successor periods), restricted unit awards (Successor periods), and
restricted stock awards (“RSA”) (Predecessor periods) to employees that vest based solely on continued service, or service conditions. The fair value of each option award containing service conditions is
estimated on the grant date using the Black-Scholes option- pricing model. The fair value of each RSA containing service conditions is estimated at the grant date based on the fair value of the Company’s common stock. For service condition unit
options and restricted stock awards, unit and stock-based compensation expense is recognized on a straight-line basis over the requisite service periods of the awards, which is generally four years. Forfeitures of unit and stock-based compensation awards are recognized as they occur.
For the Successor, unit-based compensation includes compensation
expense related to the grant of service-based unit options and restricted units granted under the 2020 Plan and the service-based and performance-based Series P Units (defined in Note 15) granted by
SVE to employees and consultants of the Successor.
The estimated fair value of the performance-based profit units
awards is determined using the Black-Scholes valuation model which approximated the option pricing model valuation model. Performance-based profit units require management to make assumptions regarding the likelihood of achieving the
Successor’s performance goals and the Successor recognizes compensation expense when the likelihood of the achievement of the performance-based criteria is probable, using an accelerated attribution method. Forfeitures are recognized as they
occur.
The Predecessor also granted incentive unit awards that vest upon
both a specific period of continued employment and upon a triggering event (as defined in the 2016 Plan of the Predecessor as change of control, or an initial public offering). The Predecessor recognized stock-based compensation expense and the
liability related to the cash settlement of the incentive units when the service-based criteria was met and when the triggering event was deemed probable which was determined to be when it occurred.
Determining the fair value of unit and stock-based awards at the
grant date requires judgment. The Company’s use of the Black-Scholes option-pricing model requires the input of subjective assumptions, such as the fair value of the common stock, the expected term of the option, the expected volatility of the
price of the Company’s common stock, risk-free interest rates, the expected dividend yield of the Company’s common stock, and the expected term option holders will retain their vested awards before exercising them. The assumptions used in the
Company’s valuation models represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s stock-based
compensation expense could be materially different in the future.
In addition, given the absence of a public trading market, the
Predecessor’s Board of Directors and the Successor’s Board of Managers, along with management, exercise reasonable judgment and considered numerous objective and subjective factors to determine the fair value of the Company’s common stock
including, but not limited to: (i) contemporaneous valuations performed by an independent valuation specialist; (ii) the Company’s operating and financial performance; (iii) issuances of preferred and ordinary units; (iv) the valuation of
comparable companies; (v) current condition of capital markets and the likelihood of achieving a liquidity event, such as an initial public offering; and (vi) the lack of marketability of its common stock.
See Note 15 to the financial statements for a discussion of the
Company’s unit and stock-based compensation plans.
F-82
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
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 its cash balances with one major commercial bank. 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. Management does not believe the Company is exposed to any significant credit risk in connection with cash, cash equivalents or restricted cash.
Successor:
For the year ended December 31, 2021, no customers accounted for
10.0% or more of the Successor’s revenue, and three vendors accounted for 54.5%, 23.2% and 12.3% of the Successor’s cost of revenue.
For the period from June 11, 2020 and December 31, 2020, no
customers accounted for 10.0% or more of the Successor’s revenue, and three vendors accounted for 58.4%, 22.4% and 10.5% of the Successor’s cost of revenue.
As of December 31, 2021, one customer accounted for 10.5% of the Successor’s accounts
receivables, and four vendors accounted for 23.9%, 23.2%, 12.3% and 10.2% of the Successor’s accounts payable balance.
As of December 31, 2020, no customer accounted for 10.0% or more
of the Successor’s accounts receivables, and two vendors accounted for 43.1% and 22.1% of the Successor’s accounts payable balance.
Predecessor:
For the period from January 1, 2020 through June 10, 2020, no
customers accounted for 10.0% or more of the Predecessor’s revenue, and two vendors accounted for 57.0% and 23.0% of the Predecessor’s
cost of revenue.
For the year ended December 31, 2019, no customers accounted for
10.0% or more of the Predecessor’s revenue, and three vendors accounted for 59.6%, 17.5% and 11.0% of the Predecessor’s cost of revenue.
Net Income (Loss) per Share of Ordinary
Units/Common Stock
Basic income (loss) per share is calculated by dividing net income
(loss) by the weighted average number of common stock/ordinary units outstanding during the year/period. Diluted income (loss) per share is based upon the weighted average number of common stock/ordinary units and equivalent common
stock/ordinary units outstanding during the year. Equivalent common stock/ordinary units are excluded from the computation of diluted income(loss) per share in periods for which they have an anti-dilutive effect. See Note 16 for additional
information.
Recently Adopted 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 ASC are communicated through issuance of an Accounting Standards Update (“ASU”).
As an “emerging growth company”, as defined in Section 2(a) of the
Securities Act 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). The JOBS Act permits emerging growth companies to take advantage of an extended transition period to
comply with new or revised accounting standards applicable to public companies. The Successor has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act. This
election allows the Successor to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. The adoption dates discussed below
reflect this election.
Effective January 2021, the Company adopted ASU 2021-01, Reference
Rate Reform (Topic 848): Scope, which amended ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting and Topic 848 to clarify the scope and availability of expedients for certain derivative instruments affected
by reference rate reform. The Company adopted this standard on a prospective basis to new modifications from any date within an interim
F-83
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
period that includes or is subsequent to the date of the issuance of a final Update,
up to the date that financial statements are available to be issued. As the Company has not had any amendments to its interest rate during the year, there is no immediate impact on the consolidated financial statements and related disclosures
for the year ended December 31, 2021. The future election and application of these expedients are not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.
Effective January 1, 2021, the Company prospectively adopted ASU
2018-15, Intangibles—Goodwill and Other —Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which requires the accounting for
implementation costs in a cloud computing or hosting arrangement that is a services contract to follow the internal-use software guidance of ASC 350-40, Intangibles—Goodwill and Other, Internal-use Software, to determine which implementation
costs to capitalize as an asset related to the service contract and which costs to expense. This ASU requires up-front implementation costs incurred in a cloud computing or hosting arrangement that is a service contract to be amortized to
hosting expense over the term of the arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. The adoption of this new guidance did not have an impact on the Company’s consolidated financial
statements and related disclosures.
Effective January 1, 2020, the Company early adopted ASU 2017-04
(Topic 350) Intangibles—Goodwill and Other Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by removing Step 2 from the goodwill impairment test. Under the amended guidance, a goodwill
impairment charge will now be recognized for the amount by which the carrying value of a reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill. In addition, income tax effects from any tax-deductible goodwill on
the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The ASU is applied on a prospective basis for interim and annual periods. The adoption of this guidance does not have an
immediate impact on the consolidated financial statements and related disclosures. The Company concluded that there were no goodwill impairment indications as of or for the years ended December 31, 2021 and December 31, 2020 and December 31,
2019.
Effective January 1, 2020, the Company adopted ASU 2017-01,
Business Combinations (Topic 805): Clarifying the Definition of a Business, to clarify the definition of a business to allow for the evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or
businesses. The adoption of this new guidance did not have an impact on the Company’s consolidated financial statements and related disclosures.
Effective January 1, 2020, the Company early adopted ASU 2019-12,
Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminates certain exceptions and adds guidance to reduce complexity in accounting for income taxes. Specifically, this guidance: (1) removes the intraperiod tax
allocation exception to the incremental approach; (2) removes the ownership changes in investments exception in determining when a deferred tax liability is recognized after an investor in a foreign entity transitions to or from the equity
method of accounting and applies this provision on a modified retrospective basis through a cumulative-effect adjustment to retained earnings at the beginning of the period of adoption; and (3) removes the exception to using the general
methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. ASU 2019-12 also requires an entity to: (1) evaluate whether a step-up in tax basis of goodwill relates to a
business combination or a separate transaction; (2) make a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and to apply this provision retrospectively to all
periods presented; and (3) recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and apply this provision either retrospectively for all periods presented or on a modified retrospective basis
through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. There was no material impact on the consolidated financial statements and related disclosures as a result of retrospective adoption of
this standard.
Effective January 1, 2020, the Company adopted ASU 2018-13, Fair
Value Measurement, which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The adoption of this guidance did not have a material impact on the
Company’s financial statements and related disclosures.
F-84
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
Effective January 1, 2020, the Company adopted ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include accounting for share-based payment
transactions for acquiring goods and services from non-employees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. Under ASU 2018-07, equity-classified
nonemployee share-based payment awards are measured at the grant date fair value on the grant date. The probability of satisfying performance conditions must be considered for equity-classified nonemployee share-based payment awards with such
conditions. There was no material impact on the consolidated financial statements and related disclosures as a result of this adoption.
Recent Accounting Pronouncements
In October 2021, the FASB issued ASU 2021-08, Business
Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting for contract assets acquired and contract liabilities assumed from contracts with customers in business
combinations. The amendment requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with ASC Topic 606, resulting in a shift from previous guidance which required similar
assets and liabilities to be accounted for at fair value at the acquisition date. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years,
with early adoption permitted. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments in this Update should be applied
prospectively to business combinations occurring on or after the effective date of the amendments. While the Company is continuing to assess the timing of adoption and potential impact of this guidance it does not expect the guidance to have a
material effect, if any, on its consolidated financial statements and related disclosures. The Company will continue to evaluate the impact of this guidance upon the occurrence of future acquisitions.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform
(Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference London
Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. This guidance is optional for a limited period of time through December 31, 2022.
The Company is currently evaluating the impact this guidance may have as it relates to arrangements that reference LIBOR on its consolidated financial statements and related disclosures.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842).
The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheets for all leases with terms longer than 12 months.
Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The new standard is effective for fiscal years beginning after December 15, 2021, and
interim periods within those fiscal years beginning after December 15, 2022. The primary effect of the adoption of ASU No. 2016-02 will be the recognition of a right of use asset and related liability to reflect the Company’s rights and
obligations under its operating leases. The Company will also be required to provide the additional disclosures stipulated in ASU No. 2016-02. The Company is currently evaluating the impact of this standard on its financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments –
Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss methodology to an expected loss methodology.
The standard requires entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables, debt securities, net investment in leases, and most
other financial assets that represent a right to receive cash. Additional disclosures about significant estimates and credit quality are also required. The FASB has subsequently issued updates to the standard to provide additional clarification
on specific topics. The ASU is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its financial
statements.
F-85
3. Business Combination
On June 10, 2020, SVA completed the acquisition of the Predecessor
from Kunlun and purchased all the outstanding common stock held by Kunlun, which represented approximately 98.6% of the
Predecessor’s issued and outstanding common stock and replaced the remaining 1.4% of the Predecessor’s issued and outstanding common
stock previously held by senior management with Series Y Preferred Units of the Successor. The Successor acquired the Predecessor due to its expectation that the estimated future cash flows of the operating entity would provide a positive rate
of return on its investment. Under ASC 805, Business Combinations, the Successor was deemed the accounting acquirer and the Predecessor the acquiree. The results of operations and cash flows of Grindr
Inc. for the period from June 11, 2020 through December 31, 2020 are reflected in the Successor’s consolidated statements of operations and comprehensive income (loss) and statements of cash flows.
The purchase was accounted for by the Successor under the
acquisition method of accounting, which provides for the purchase price to be allocated to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair value as of the acquisition date, with any excess
being ascribed to goodwill.
Cash consideration of $330,298 was paid consisting of a $270,000 upfront cash
payment paid by the Successor from the proceeds of the new debt (see Note 11) as well as financing raised by the Successor from third-party investors and cash contributed to the Successor from parent companies. A remaining purchase price
adjustment of $60,298 was paid by the Successor, which was based on a final determination of closing cash and liabilities as of the
closing date. Additional consideration payable by SVA (as the legal obligor) to Kunlun in the amount of $156,082 in the form of
deferred payments, is payable on the second and third anniversary of the closing date. The deferred payment is not contingent on any performance criteria. Additionally, SVA was the legal obligor of the contingent consideration liability with an
estimated fair value at the closing date of $400 related to an earnout based on achievement of an EBITDA target during the 12-month
period following the closing date. Series Y preferred units of the Successor were issued to replace the 1.4% stake of common stock
of Grindr Inc. previously held by senior management with a fair value of $7,364, which was also included in the purchase
consideration. As a result, the total purchase consideration was $494,144.
The fair value of the Series Y preferred units was determined on
input from management and approved by the Board of Managers, utilizing the Successor’s enterprise value as determined utilizing various methods, including the guideline public company method and discounted cash flow method. The total enterprise
value was then allocated to the various outstanding ordinary units and preferred units utilizing the option-pricing model.
The deferred payment consideration to Kunlun to be paid by SVA,
contingent consideration liability of SVA (payable to Kunlun) and the fair value of the Series Y preferred units of the Successor, is reflected in the opening balance of the Successor’s members’ equity on June 11, 2020 as a non-cash equity
contribution.
The table below is a summary of the purchase price allocation of
the equity interest of the fair value of assets acquired and liabilities assumed in connection with the acquisition of the Predecessor on June 10, 2020:
|
Cash consideration
|
| |
$330,298
|
|
Deferred payments to Kunlun
|
| |
156,082
|
|
Equity, Series Y preferred units of Grindr Group LLC
|
| |
7,364
|
|
Contingent consideration
|
| |
400
|
|
Total consideration
|
| |
$494,144
|
F-86
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands,
except per unit/share amounts and unit/share data) (continued)
|
Allocation of purchase price:
|
| |
|
|
Cash, cash equivalents and restricted cash
|
| |
$66,454
|
|
Accounts receivable
|
| |
9,041
|
|
Other current assets
|
| |
4,811
|
|
Property and equipment
|
| |
3,109
|
|
Tradename
|
| |
65,844
|
|
Customer relationships
|
| |
94,874
|
|
Technology
|
| |
37,820
|
|
Other non-current assets
|
| |
425
|
|
Current liabilities
|
| |
(13,871)
|
|
Non-current liabilities
|
| |
(32,982)
|
|
Total identifiable net assets
|
| |
235,525
|
|
Goodwill
|
| |
258,619
|
|
Total assets acquired
|
| |
$494,144
|
The Successor incurred $5,920 in transaction costs in connection with the acquisition, which were expensed as incurred and included in “Selling, general and administrative expense” in the
accompanying consolidated statements of operations and comprehensive income (loss) for the period from June 11, 2020 through December 31, 2020. The Successor also entered into certain debt arrangements to fund the acquisition as described in
Note 11.
The Successor engaged a third-party valuation specialist to
complete a valuation to assist with the determination of the value of the assets acquired and liabilities assumed based on the estimated fair market values at the acquisition date. The fair value of the financial assets acquired includes
accounts receivable for which the fair value is estimated as the contractual amount of the receivables and no amounts are considered to be uncollectible. The fair value of liabilities assumed includes deferred revenue which represents advance
payments from customers that have been received or are contractually due in advance of the Successor’s performance. The Successor estimated the obligation related to the assumed deferred revenue using the cost approach. The cost approach
determines fair value by estimating the cost to fulfill the obligation plus a markup to account for an assumed profit margin. As a result, the Successor recorded an adjustment to reduce the Predecessor’s carrying value of deferred revenue to $4,906, which represents the Successor’s estimate of the fair value of the contractual obligations assumed.
The fair value of the intangible assets acquired consists of:
|
|
| |
Estimated fair
value
|
| |
Estimated
useful life
|
| |
Valuation
approach
|
|
Tradename
|
| |
65,844
|
| |
Indefinite
|
| |
Income approach
|
|
Customer relationship
|
| |
94,874
|
| |
5 years
|
| |
Income approach
|
|
Technology
|
| |
37,820
|
| |
3 years
|
| |
Cost approach
|
|
Net intangible assets acquired
|
| |
$198,538
|
| |
|
| |
|
The weighted-average life of the intangible assets acquired with
definite lives is 4.4 years and is being amortized using the straight-line method for technology and accelerated basis method for
customer relationship. The tradename acquired represents an indefinite-lived intangible asset. These fair value measurements were based on significant inputs that are not observable. The assumptions made by management in determining the fair
value included discount rates based on weighted-average cost of capital, estimated average growth rates, estimated attrition for the customer relationships, and an estimated royalty rate for the tradename.
The purchase price exceeded the fair value of the net assets
acquired, resulting in goodwill, which is not deductible for tax purposes. The primary factor giving rise to the goodwill in the purchase price allocation was an anticipated increase in future cash flows from operations.
F-87
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
The following represents unaudited pro-forma operating results, as
if the Predecessor had been included in the Successor’s consolidated statements of operations and comprehensive income and loss as of January 1, 2019:
|
|
| |
Unaudited Pro Forma
Year Ended
December 31,
|
|||
|
|
| |
2020
|
| |
2019
|
|
Revenue
|
| |
$112,657
|
| |
$99,612
|
|
Net loss
|
| |
(22,222)
|
| |
(19,157)
|
|
Loss per share - Basic and diluted
|
| |
$(0.22)
|
| |
$(0.19)
|
The unaudited pro forma financial information for the years ended
December 31, 2020 and 2019 adjusted the historical results of the Predecessor to reflect the business combination as though it occurred on January 1, 2019. These amounts have been calculated after applying the Successor’s accounting policies
and adjusting the results of the Predecessor to reflect the (1) additional amortization that would have been expensed assuming the fair value adjustments to intangible assets had been applied on January 1, 2019, (2) release of the fair value
adjustment to deferred revenue into revenue, (3) additional interest expense as if the Credit Agreement (defined below) had been obtained on January 1, 2019, and (4) any consequential tax effects.
The unaudited pro forma financial information includes business
combination accounting effects from the acquisition. The pro forma information as presented above is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition
had taken place on January 1, 2019.
4. Property and Equipment
Property and equipment consist of the following:
|
|
| |
Successor
|
|||
|
|
| |
December 31,
2021
|
| |
December 31,
2020
|
|
Computer equipment
|
| |
$588
|
| |
$339
|
|
Furniture and fixtures
|
| |
346
|
| |
326
|
|
Leasehold improvements
|
| |
2,641
|
| |
2,641
|
|
|
| |
3,575
|
| |
3,306
|
|
Less: Accumulated depreciation
|
| |
(1,201)
|
| |
(440)
|
|
|
| |
$2,374
|
| |
$2,866
|
Depreciation expense for property and equipment for the year ended
December 31, 2021 and for the period from June 11, 2020 through December 31, 2020 for the Successor amounted to $761 and $440, respectively, and depreciation expense for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019 for
the Predecessor amounted to $328 and $766,
respectively. Depreciation expense is included within “Depreciation and amortization” on the consolidated statements of operations and comprehensive income (loss).
5. Goodwill and Intangibles
Goodwill and intangible assets, net, consist of the following:
|
|
| |
Successor
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
Goodwill
|
| |
$258,619
|
| |
$258,619
|
|
Intangible assets with long lives, net
|
| |
73,864
|
| |
116,030
|
|
Intangible assets with indefinite lives
|
| |
65,844
|
| |
65,844
|
|
|
| |
$398,327
|
| |
$440,493
|
F-88
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
|
|
| |
Successor
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
Balance at beginning of period
|
| |
$258,619
|
| |
$—
|
|
Goodwill arising from acquisition
|
| |
—
|
| |
258,619
|
|
Balance at the end of period
|
| |
$258,619
|
| |
$258,619
|
The balance of goodwill was $258,619 as of June 11, 2020 for the Successor, which arose from the Acquisition (see Note 3). There were no changes in the carrying value of
goodwill for the year ended December 31, 2021 or for the period from June 11, 2020 through December 31, 2020. The balance of goodwill was $239,578
as of January 1, 2019 for the Predecessor. There were no changes in the carrying value of goodwill for the year ended December 31, 2019 and for the period from January 1, 2020 through June 10, 2020. The indefinite-lived intangible asset of $65,844 as of December 31, 2021 and December 31, 2020, represents the Grindr tradename.
As of December 31, 2021 and 2020, long-lived intangible assets
consist of the following:
|
|
| |
Successor
|
|||||||||
|
|
| |
December 31, 2021
|
|||||||||
|
|
| |
Gross Carrying
Value
|
| |
Accumulated
Amortization
|
| |
Net
|
| |
Weighted
Average Useful
Life
|
|
Customer relationships
|
| |
$94,874
|
| |
$(38,700)
|
| |
$56,174
|
| |
5
years
|
|
Technology
|
| |
37,041
|
| |
(19,351)
|
| |
17,690
|
| |
3
years
|
|
|
| |
$131,915
|
| |
$(58,051)
|
| |
$73,864
|
| |
|
|
|
| |
Successor
|
|||||||||
|
|
| |
December 31, 2020
|
|||||||||
|
|
| |
Gross Carrying
Value
|
| |
Accumulated
Amortization
|
| |
Net
|
| |
Weighted
Average Useful
Life
|
|
Customer relationships
|
| |
$94,874
|
| |
$(9,017)
|
| |
$85,857
|
| |
5
years
|
|
Technology
|
| |
37,166
|
| |
(6,993)
|
| |
30,173
|
| |
3
years
|
|
|
| |
$132,040
|
| |
$(16,010)
|
| |
$116,030
|
| |
|
The weighted average estimated remaining life for the intangible
asset classes are as follows:
|
|
| |
Successor
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
Customer relationships
|
| |
3.5
years
|
| |
4.5
years
|
|
Technology
|
| |
1.5 years
|
| |
2.5 years
|
Intangible assets amortization expense was $42,041 and $16,010 for the Successor
year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively, and $9,900 and $26,292 for the Predecessor period from January 1, 2020 through June 10, 2020 and year ended December 31, 2019, respectively.
During the year ended December 31, 2021 and for the period from
June 11, 2020 through December 31, 2020, the Successor wrote-off $125 and $654, respectively, of intangible assets related to acquired technology as the Successor determined the technology would no longer be placed in service. The write-off charge is included
within “” on the consolidated statements of operations and comprehensive income (loss).
F-89
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
As of December 31, 2021, amortization of long-lived intangible assets
is estimated to be as follows:
|
2022
|
| |
$35,037
|
|
2023
|
| |
22,341
|
|
2024
|
| |
12,460
|
|
2025
|
| |
4,026
|
|
Thereafter
|
| |
—
|
|
|
| |
$73,864
|
6. Capitalized Software Development Costs
Capitalized software development costs consist of the following:
|
|
| |
Successor
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
Capitalized software development costs
|
| |
$3,724
|
| |
$438
|
|
Less: Accumulated amortization
|
| |
(87)
|
| |
(22)
|
|
|
| |
$3,637
|
| |
$416
|
Amortization expense for capitalized software development for the
year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020 for the Successor amounted to $65 and $22, respectively. Amortization expense for capitalized software development for the period from January 1, 2020 through June 10, 2020 and for the
year ended December 31, 2019 for the Predecessor amounted to $341 and $354, respectively. Amortization expense is included within “Depreciation and amortization” on the consolidated statements of operations and comprehensive income (loss).
The Company wrote-off capitalized software development costs of $242 and $513 for the year ended
December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively, for the Successor, and $73 and $0 for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, respectively, for the Predecessor, as the
Company determined the software would no longer be placed in service. The write off charge is included within “Depreciation and amortization” on the consolidated statements of operations and comprehensive income (loss).
7. Income Tax
Net income (loss) before income tax includes the following
components:
|
|
| |
Successor
|
| |
Predecessor
|
||||||
|
|
| |
Year ended
December 31,
2021
|
| |
From June 11,
2020 through
December 31,
2020
|
| |
From
January 1, 2020
through
June 10, 2020
|
| |
Year ended
December 31,
2019
|
|
United States
|
| |
$6,265
|
| |
$(12,917)
|
| |
$(2,729)
|
| |
$10,147
|
|
International
|
| |
35
|
| |
—
|
| |
—
|
| |
—
|
|
|
| |
$6,300
|
| |
$(12,917)
|
| |
$(2,729)
|
| |
$10,147
|
F-90
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
Income tax provision (benefit) for the year ended December 31,
2021 and the period from June 11, 2020 through December 31, 2020 for the Successor, and for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019 for the Predecessor, consisted of the following:
|
|
| |
Successor
|
| |
Predecessor
|
||||||
|
|
| |
Year ended
December 31,
2021
|
| |
From June 11,
2020 through
December 31,
2020
|
| |
From
January 1, 2020
through
June 10, 2020
|
| |
Year ended
December 31,
2019
|
|
Current income tax provision (benefit):
|
| |
|
| |
|
| |
|
| |
|
|
Federal
|
| |
$4,828
|
| |
$1,461
|
| |
$760
|
| |
$341
|
|
State
|
| |
711
|
| |
521
|
| |
193
|
| |
(73)
|
|
International
|
| |
9
|
| |
—
|
| |
—
|
| |
—
|
|
Total current tax provision (benefit):
|
| |
5,548
|
| |
1,982
|
| |
953
|
| |
268
|
|
Deferred income tax provision (benefit):
|
| |
|
| |
|
| |
|
| |
|
|
Federal
|
| |
(4,436)
|
| |
(3,552)
|
| |
(1,304)
|
| |
2,170
|
|
State
|
| |
124
|
| |
(388)
|
| |
(264)
|
| |
3
|
|
International
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
Total deferred tax provision (benefit):
|
| |
(4,312)
|
| |
(3,940)
|
| |
(1,568)
|
| |
2,173
|
|
Total income tax provision (benefit)
|
| |
$1,236
|
| |
$(1,958)
|
| |
$(615)
|
| |
$2,441
|
The tax effects of temporary differences that give rise to
portions of deferred tax assets and deferred tax liabilities are as follows:
|
|
| |
Successor
|
|||
|
|
| |
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
Deferred tax assets:
|
| |
|
| |
|
|
Accrued expenses
|
| |
$474
|
| |
$393
|
|
Net operating losses
|
| |
4
|
| |
10
|
|
General business credit
|
| |
300
|
| |
421
|
|
Deferred rent
|
| |
47
|
| |
—
|
|
Accrued compensation
|
| |
282
|
| |
591
|
|
Deferred revenue
|
| |
—
|
| |
204
|
|
Tax original issue discount
|
| |
491
|
| |
663
|
|
Capitalized interest carryforward
|
| |
195
|
| |
—
|
|
Gross deferred tax assets
|
| |
1,793
|
| |
2,282
|
|
Less: Valuation allowance
|
| |
—
|
| |
(78)
|
|
Total deferred tax assets
|
| |
1,793
|
| |
2,204
|
|
Deferred tax liabilities:
|
| |
|
| |
|
|
Intangible assets
|
| |
(22,551)
|
| |
(27,291)
|
|
Other
|
| |
(154)
|
| |
(137)
|
|
Total gross deferred tax liabilities:
|
| |
(22,705)
|
| |
(27,428)
|
|
Net deferred tax liabilities
|
| |
$(20,912)
|
| |
$(25,224)
|
ASC 740 requires that the tax benefit of net operating losses,
temporary differences and credit carryforwards be recorded as deferred tax asset (“DTA”) to the extent that management assesses that realization is “more likely than not.” The Company considers evidence,
both positive and negative, that could affect future realization of DTAs. After considering all evidence, the Company determined a partial valuation allowance of $78 would be required on certain state deferred tax assets as of December 31, 2020 and no valuation allowance was needed as of December 31, 2021 to recognize the portion of the DTA that
is more likely than not to be realized.
F-91
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
Tax credit carryforwards are as follows:
|
|
| |
Successor
|
|||
|
|
| |
December 31, 2021
|
|||
|
|
| |
Amount
|
| |
Expiration Years
|
|
Tax credits, state
|
| |
468
|
| |
Do Not Expire
|
|
|
| |
Successor
|
|||
|
|
| |
December 31, 2020
|
|||
|
|
| |
Amount
|
| |
Expiration Years
|
|
Tax credits, state
|
| |
603
|
| |
Do Not Expire
|
The reconciliation between the Company’s effective tax rate on
income (loss) before income tax and the statutory tax rate is as follows:
|
|
| |
Successor
|
| |
Predecessor
|
||||||
|
|
| |
Year ended
December 31,
2021
|
| |
From June 11,
2020 through
December 31,
2020
|
| |
From January 1,
2020 through
June 10, 2020
|
| |
Year ended
December 31,
2019
|
|
Income tax provision at the federal statutory rate
|
| |
21.0%
|
| |
21.0%
|
| |
21.0%
|
| |
21.0%
|
|
State taxes
|
| |
9.6%
|
| |
(0.9)%
|
| |
2.4%
|
| |
1.4%
|
|
Equity compensation
|
| |
4.4%
|
| |
(0.8)%
|
| |
(1.2)%
|
| |
2.3%
|
|
Transaction costs
|
| |
—%
|
| |
(4.7)%
|
| |
(0.7)%
|
| |
—%
|
|
Foreign derived intangible income deduction
|
| |
(11.0)%
|
| |
2.1%
|
| |
9.8%
|
| |
(2.4)%
|
|
CARES Act
|
| |
—%
|
| |
—%
|
| |
(6.5)%
|
| |
—%
|
|
Change in valuation allowance
|
| |
(1.2)%
|
| |
(0.6)%
|
| |
—%
|
| |
—%
|
|
Other items
|
| |
(3.2)%
|
| |
(0.9)%
|
| |
(2.2)%
|
| |
1.8%
|
|
|
| |
19.6%
|
| |
15.2%
|
| |
22.6%
|
| |
24.1%
|
The following table summarized the activity related to the gross
unrecognized tax benefits as of December 31, 2021 and for the period from June 11, 2020 through December 31, 2020 for the Successor, and for the period from January 1, 2020 and June 10, 2020 and as of December 31, 2019 for the Predecessor:
|
|
| |
Successor
|
| |
Predecessor
|
||||||
|
|
| |
Year ended
December 31,
2021
|
| |
From June 11,
2020 through
December 31, 2020
|
| |
From January 1,
2020 through
June 10, 2020
|
| |
Year ended
December 31,
2019
|
|
Balance at the beginning of the year
|
| |
$232
|
| |
$171
|
| |
$149
|
| |
$128
|
|
Increase related to current year tax positions
|
| |
109
|
| |
61
|
| |
22
|
| |
21
|
|
Balance at end of the year
|
| |
$341
|
| |
$232
|
| |
$171
|
| |
$149
|
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 (benefit)” in the consolidated statements of operations and comprehensive income (loss). Interest and penalties are not
material for each of the periods presented.
F-92
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
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, 2021 and December 31, 2020 for the Successor, 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 ending .
In response to the COVID-19 pandemic, the Coronavirus Aid, Relief,
and Economic Security Act (“CARES Act”) was enacted on March 27, 2020 in the United States. The CARES Act includes many measures to assist companies, including temporary changes to income and
non-income-based tax laws. One of the key tax provisions of the bill is allowing taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credit instead of recovering the credit through refunds over
a period of years, as originally enacted by the Tax Cuts and Jobs Act (“TCJA”) in 2017. On December 27, 2020 the Consolidated Appropriations Act, 2021 was signed into law, providing additional COVID-19
focused relief and extending certain provisions of the CARES Act.
At this time, the Company does not believe that the CARES Act or
Consolidated Appropriations Act, 2021 has had or will have a material impact on the Company’s financial statements.
9. 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 the Company, purchased 5,387,194
common units of the Successor. In conjunction with the common units purchased, the Company 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, is to be repaid the earlier of 1) the th 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 bears interest at 10% per annum on a straight-line basis.
The total amount outstanding amount on the Note, including
interest, was $32,038 as of December 31, 2021. The Note and the related accrued interest are reflected as a reduction to equity in
the consolidated statements of members’ equity.
10. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the
following:
|
|
| |
Successor
|
|||
|
|
| |
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
Accrued repurchase of Series Y Preferred Units
|
| |
$—
|
| |
$7,687
|
|
Settlement payable of incentive units on 2016 Plan
|
| |
1,060
|
| |
—
|
|
Settlement payable to a former director
|
| |
204
|
| |
—
|
|
Income and other taxes payable
|
| |
664
|
| |
1,428
|
|
Employee compensation and benefits
|
| |
320
|
| |
1,460
|
|
Other accrued expenses
|
| |
1,291
|
| |
468
|
|
|
| |
$3,539
|
| |
$11,043
|
F-93
11. Debt
Total debt for the Successor is comprised of the following:
|
|
| |
Successor
|
|||
|
|
| |
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
Credit Agreement
|
| |
|
| |
|
|
Current
|
| |
$3,840
|
| |
$55,522
|
|
Non-current
|
| |
136,320
|
| |
140,160
|
|
|
| |
140,160
|
| |
195,682
|
|
Less: unamortized debt issuance costs
|
| |
(3,041)
|
| |
(3,261)
|
|
|
| |
137,119
|
| |
192,421
|
|
Paycheck Protection Program Loan
|
| |
|
| |
|
|
Current
|
| |
—
|
| |
744
|
|
Non-current
|
| |
—
|
| |
768
|
|
|
| |
—
|
| |
1,512
|
|
Total debt
|
| |
$137,119
|
| |
$193,933
|
Credit Agreement
On June 10, 2020, Grindr Gap LLC and Grindr Capital LLC, wholly
owned subsidiaries of the Successor, entered into a credit agreement (the “Credit Agreement”) which permitted the Successor to borrow up to $192,000. The Successor used such proceeds to pay part of the total purchase consideration for the Acquisition. For the year ended December 31, 2021 and for the period from June 11, 2020
through December 31, 2020, the Successor incurred and paid debt issuance costs of $960 and $3,825, respectively, in conjunction with the Credit Agreement. Debt issuance costs paid are reflected on the balance sheet as a direct deduction from the carrying value of
the debt. The amortization of such debt issuance costs is included in “Interest income (expense), net” on the consolidated statements of operations and comprehensive income (loss) in the Successor period.
Borrowings under the agreement are collateralized by the capital
stock and assets of certain wholly owned subsidiaries of the Successor. The Successor’s obligation under the Credit Agreement is guaranteed by certain of the Successor’s wholly owned subsidiaries.
Borrowings under the Credit Agreement are payable in full on
June 10, 2025 with mandatory principal repayments beginning in the first quarter of 2021. Mandatory repayments are equal to 0.50% of
the original principal amount of the Credit Agreement. The Successor is also required to make mandatory prepayments of the Credit Agreement, commencing with the fiscal year ending December 31, 2020, equal to a defined percentage rate
(determined based on the Company’s leverage ratio) of excess cash flows. For the period from June 11, 2020 through December 31, 2020, the Successor made mandatory prepayments of $740. No such prepayment was required for the year ended December 31, 2021.
Borrowings under the Credit Agreement are Index Rate Loans or
LIBOR Rate Loans, at the Successor’s discretion. Index Rate Loans bear interest at Index Rate plus applicable margin based on the consolidated total leverage ratio, or 7%. LIBOR Rate Loans bear interest at LIBOR Rate plus an applicable margin based on the consolidated total leverage ratio, or 8%. The interest rates in effect as of December 31, 2021 and December 31, 2020 were 9.5%
and 9.5%, respectively, based on the LIBOR Rate.
The Credit Agreement also required the Successor to make a
lump-sum principal repayment in the amount equal to $48,000 plus related accrued interest on or before February 28, 2021. This
repayment date was amended to November 30, 2021 based on an amendment to the Credit Agreement entered into on February 25, 2021. In addition to the mandatory repayment, the Successor was required to pay a premium of 10% of the principal repayment, or $4,800,
together with the mandatory lump-sum principal repayment.
F-94
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
The premium was accrued over the term of the Credit Agreement
through the initial repayment date in February 2021. For the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, $1,118 and $3,682, respectively, of the premium was accrued and recognized
as interest expense in “Interest income (expense), net” in the consolidated statements of operations and comprehensive income (loss) in the Successor period. The Company paid the mandatory lump-sum principal and premium in November 2021. As of
December 31, 2021 and December 31, 2020, $0 and $3,682, respectively, of the premium is recognized in “Current maturities of long-term debt, net” in the consolidated balance sheets.
The obligations under the Credit Agreement are subject to
automatic acceleration upon a voluntary or involuntary bankruptcy event of default and are subject to acceleration at the election of the lenders upon the continuance of any other event of default, including a material adverse change in the
business, operations or conditions of the Company, or SVA’s default on the deferred payments as described in Note 3. A default interest rate of an additional 2% per annum will apply on all outstanding obligations during the occurrence and continuance of an event of default. If an event of default occurs on or prior to June 10,
2022, an additional premium will be charged equal to all unpaid interest that would have accrued until the date that is 24 months
after the inception of the Credit Agreement. The Credit Agreement includes restrictive non-financial and financial covenants, including the requirement to maintain a total leverage ratio no greater than 4.75:1.00 prior to and through March 31, 2022, and no greater than 3.25:1.00
thereafter. As of December 31, 2021 and December 31, 2020, and at all times during the periods then ended, the Successor was in compliance with the financial debt covenants.
The fair values of the Successor’s Credit Agreement balances were
measured by comparing their prepayment values and observable market data consisting of interest rates based on similar credit ratings, which the Company classifies as a Level 2 input within the fair value hierarchy. The estimated fair value of
the Credit Agreement balances as of December 31, 2021 and December 31, 2020 is $142,963 and $200,640, respectively.
Future maturities of the Credit Agreement as of December 31, 2021,
were as follows:
|
2022
|
| |
$3,840
|
|
2023
|
| |
3,840
|
|
2024
|
| |
3,840
|
|
2025
|
| |
128,640
|
|
Thereafter
|
| |
—
|
|
|
| |
$140,160
|
Paycheck Protection Program Loan
On April 24, 2020, the Predecessor entered into a promissory note
and received a loan in the amount of $1,512 (the “PPP Loan”) under the Small Business
Administration (“SBA”) Paycheck Protection Program enabled by the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”). The Company used
the proceeds to support payroll costs, rent and utilities in accordance with the relevant terms and conditions of the CARES Act.
The advance under the PPP Loan bears interest at a rate per annum
of 1.0%. The term of the PPP Loan is two years, ending April 23, 2022. The Company did not provide any collateral or personal guarantees for the PPP Loan, nor did the Company pay any facility charge to the government or to the bank.
The Successor applied for forgiveness of the full amount under the
terms of the CARES Act in June 2021 and subsequently was granted forgiveness for the full amount in October 2021. The amount of forgiveness of $1,512
of principal and $23 of accrued interest was recorded in “Other income (expense), net” in the consolidated statements of operations
and comprehensive income (loss) in the year ended December 31, 2021.
12. Commitments and Contingencies
Operating Leases
In December 2015, the Predecessor signed a lease agreement for an
office facility, which spans from May 2016 through April 2026. The agreement also includes abatement and payment escalations that will increase the monthly rental payments at set intervals through April 2026.
F-95
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
In May 2016, the Predecessor signed an agreement for an expansion
of that same office facility, which spans from January 2017 through April 2026. The agreement also includes abatement and payment escalations, which will increase the monthly rental payments at set intervals through April 2026.
The Successor assumed all leases when the Successor obtained control
of the Predecessor (see Note 3).
Total rent expense incurred by the Successor for the year ended
December 31, 2021 and for the period from June 11, 2020 to December 31, 2020 was $1,209 and $731, respectively. Total rent expense incurred by the Predecessor for the period from January 1, 2020 to June 10, 2020 and for the year ended December 31, 2019 was $634 and $1,508, respectively.
In July 2020, the Successor signed an agreement to sublease part
of its office facility to another tenant. The term of the sublease is set to expire on October 31, 2023, with an option to extend
the sublease to April 29, 2026. Total sublease income earned by the Successor for the year ended December 31, 2021 and for the
period from June 11, 2020 through December 31, 2020 was $656 and $119, respectively.
Future minimum lease commitments as of December 31, 2021 are as
follows:
|
2022
|
| |
$1,508
|
|
2023
|
| |
1,696
|
|
2024
|
| |
1,746
|
|
2025
|
| |
1,799
|
|
Thereafter
|
| |
605
|
|
|
| |
$7,354
|
Purchase Commitments
In November 2018, the Predecessor entered into a purchase
commitment for the use of cloud services, with a commitment to spend $3,100 annually between January 2020 and December 2022. There
was no minimum purchase commitment for 2019. The Successor assumed the agreement, as amended, when the Successor obtained control of
the Predecessor (see Note 3). Total purchases under the purchase commitment were $4,809 and $1,990 for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively, for the Successor, and $1,353 for the period from January 1, 2020 through June 10, 2020 for the Predecessor.
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. Currently, it is too early to determine the outcome and probability of any legal proceedings and whether they would have a material adverse
effect on the Company’s business.
In January 2020, the Norwegian Consumer Council (“NCC”) submitted three complaints to the Norwegian Data Protection Authority, (“NDPA”). Datatilsynet, under Article 77(1) of the General Data Protection Regulation (“GDPR”) against the following parties: (1) Grindr and AdColony; (2) Grindr,
Twitter, AppNexus, and OpenX; and (3) Grindr, and Smaato. The complaints reference a report entitled “Out Of Control: How consumers are exploited by the online advertising industry”. The NCC argued that (1) the Company lacks valid consent for
data sharing, (2) the Company shares personal data under Article 9 and does not have a legal basis for processing personal data under article 9, and (3) the Company does not provide clear information about data sharing, which infringes the
principle of transparency in Article (5)(1)(a) GDPR. In April 2020, the Company received an Order to Provide Information from the Datatilsynet. The Company responded to this Order and provided information to Datatilsynet in May 2020. In January
2021, the Datatilsynet sent the Company an “Advance notification of an administrative fine” of 100,000 NOK (the equivalent of
approximately $11,349 using the exchange rate as of December 31, 2021) for an alleged infringement of the GDPR. This was notice of
F-96
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
a proposed fine to which Grindr was entitled to respond before Datatilsynet makes a
final decision. Datatilsynet alleged (i) that Grindr disclosed personal data to third party advertisers without a legal basis in violation of Article 6(1) GDPR and (ii) that Grindr disclosed special category personal data to third party
advertisers without a valid exemption from the prohibition in Article 9(1) GDPR. Grindr responded to the Advance notification on March 8, 2021, to contest the draft findings and fine. A redacted copy of Grindr’s response was made public. On
April 29, 2021, Datatilsynet issued its Order To Provide Information - Grindr - Data Processors, asking, among other things, whether Grindr considers certain ad tech partners to be processors or controllers. Datatilsynet later extended the
deadline to respond to June 2, 2021, and Grindr sent a response to Datatilsynet on that date. On October 11, 2021, Datatilsynet sent the Company a letter concerning Grindr’s reply to the Advance notification. In the letter, Datatilsynet
clarified that the Advance notification only “pertains to data subjects on Norwegian territory,” and advised the Company of two additional complaints that had been filed (one in March 2021 and the other in September 2021) with Datatilsynet by the Norwegian Consumer Council. Datatilsynet requested any further comments or remarks to the
Advance notification by November 1, 2021, but later extended the deadline to November 19, 2021. On November 19, 2021, Grindr served a response to Datatilsynet’s October 11, 2021 letter. On November 26, 2021, Datatilsynet requested any
redactions to the response based upon the expectation that third parties may request a copy of Grindr's November 19, 2021 response, and Grindr proposed redactions on the same day.
In December 2021, Datatilsynet issued a reduced administrative
fine against the Company in the amount of 65,000 NOK, or approximately $7,375 using the exchange rate as of December 31, 2021, with an extended deadline for the Company to appeal through February 14, 2022. On February 14, 2022, Grindr filed an
appeal brief with the DPA. It is too early to determine the probability of there being any further proceedings, the outcome of any such proceedings, and whether such proceedings may have a material adverse effect on the Company’s business,
including because of the uncertainty of (i) the ultimate amount of the fine imposed, and (ii) whether Grindr may determine to appeal or further contest the fine. As a result, an estimate of the ultimate loss cannot be made at this time. It is
at least reasonably possible that a change in the administrative fine may occur in the near term.
In Summer of 2018, Grindr was informed by multiple State Attorneys
General (the “Multistate”) that the Multistate was opening a formal investigation into the Company’s sharing of users’ HIV status and last tested date with third parties, and its security and processing
of user geolocation information. Since August 2018 the Company has responded to multiple requests for information. In November 2020, the Multistate contacted the Company with its expected claims and findings and general proposed settlement
terms that included a settlement of $11,000. The Company responded in February 2021 by providing the Multistate with a white paper
detailing why the Multistate’s claims are factually and legally deficient. The Company also met with the Multistate and presented its arguments via a presentation. In May 2021, the Multistate contacted Grindr to request an extension of the
tolling agreement from June 1, 2021 to October 1, 2021. On May 30, 2021, Grindr entered into a tolling agreement extension with the State Attorneys General of Arkansas, Indiana, New Jersey, North Carolina, Oregon, Vermont, and Washington,
extending the tolling agreement from June 1, 2021 to August 1, 2021. In June 2021, the New Jersey Attorney General served supplemental requests on Grindr seeking, among other things, additional information related to matters discussed in
Grindr’s February 2021 white paper, as well as documents regarding submissions made by Grindr to Datatilsynet. In July 2021, Grindr served initial responses and objections to the New Jersey Attorney General’s supplemental requests and
subsequently agreed to an extension of the tolling agreement from August 1, 2021 to October 1, 2021. Since that time, the New Jersey Attorney General agreed to limit the scope of the supplemental requests, and Grindr agreed to provide certain
information in response to the supplemental requests. In addition, Grindr agreed to enter into an additional tolling agreement extension with the State Attorneys General of Arkansas, Indiana, New Jersey, North Carolina, Oregon, Vermont, and
Washington, extending the tolling agreement from October 1, 2021 to March 31, 2022. On March 16, 2022, Grindr entered into an additional extension of the tolling agreement with the Attorneys General until May 30, 2022. In October 2021, Grindr
served an initial response to the New Jersey Attorney General’s supplemental requests, with additional responses to supplemental requests served in November and December 2021. In January 2022, Grindr submitted responses to the New Jersey
Attorney General’s follow-up questions regarding the Company’s inquiry in response to The Pillar blog. The Company is waiting for a substantive response from the Multistate. It is too early to determine the probability of there being any
further proceedings, the outcome of any such proceedings, and whether the proceedings may ultimately have a material adverse effect on the Company’s business, including because of the uncertainty of (i) whether Grindr will incur a loss, (ii) if
a loss is incurred, what the amount of that loss may be, and (iii) whether Grindr may determine to appeal or further contest the loss.
F-97
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
In December 2020, Grindr 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 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. In
June 2021, the petitioner attempted service of the statement of claims and the associated filings (all in translated form as required under applicable law) on Grindr. In November 2021, Grindr filed an initial response to the plaintiff's
Statement of Claim challenging the effectiveness of service. The plaintiff then filed opposition to Grindr’s service-related motion, raising a series of technical challenges. During the Israeli court hearing in January 2022, the Israeli court
directed the plaintiff to start the service process from the beginning by seeking court permission to pursue international service on Grindr. On February 8, 2022, the Court formally permitted the Plaintiff, in ex parte, to serve the Company
outside the jurisdiction. The Company should file its response to the Motion for certification (and/or preliminary jurisdictional motions) within 90
days from the date it is served. On March 30, 2022, Grindr received a package via U.S. Mail with the case documents. Grindr's local Israeli counsel is preparing a motion seeking the court's preliminary ruling on the question of applicable law.
Grindr believes that the claims lack merit, and it continues to consider and evaluate an appropriate response. At this time, this matter remains in its nascent stages, and it is too early to determine the likely outcome of this proceeding or
whether the proceeding may ultimately have a material adverse effect on the Company’s business, including because of the uncertainty of (i) whether Grindr will incur a loss, (ii) if a loss is incurred, what the amount of that loss may be, and
(iii) whether Grindr may determine to appeal or further contest the loss.
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 $967 and $559
of 401(k) matching contributions for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively, for the Successor and $406 and $528 for the period from January 1, 2020 through June 10, 2020 and
for the year ended December 31, 2019, for the Predecessor, respectively.
14. Members’ Equity
Successor Members’ Equity
Any distribution, liquidating and non-liquidating, will be
distributed (1) to all holders of Series Y preferred units ratably based upon the aggregate Series Y preferred amount with respect to all Series Y preferred units then outstanding until each holder has received distributions equal to the
aggregate Series Y preference amount with respect to such holder’s Series Y preferred units as of the time of such distribution, (2) to all holders of Series Y preferred units and Series X ordinary units (collectively, the “Members”) then outstanding on a pro-rata basis.
No Member shall have any personal liability whatsoever in such
Member’s capacity to act as a Member, whether to the Company, to any of the other Members, to the creditors of the Company or to any other third party, for the debts, obligations, and liabilities of the Company.
Predecessor Common Stock
There were 500,000,000 shares of common stock authorized to be issued as of December 31, 2019. The total common stock issued and outstanding as of December 31, 2019 was 101,421,320. Holders of shares of the Predecessor’s common stock were entitled to receive, in the event of a liquidation, dissolution or winding
up, ratably the assets available for distribution to the stockholders after payment of all liabilities and accrued but unpaid dividends.
In August 2019, the Predecessor signed and closed a common stock
purchase agreement with Kunlun to repurchase 2,027,916 shares of the Predecessor’s common stock (the “Repurchase”). The Predecessor paid $14,000 to Kunlun as part of the stock purchase agreement. In December 2019, the
Company signed and closed a rescission agreement with Kunlun unwinding the Repurchase. Kunlun repaid $14,000 to the Company as part
of the rescission agreement.
F-98
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
For the period from January 1, 2020 through June 10, 2020 and for
the year ended December 31, 2019, 63,452 and 1,421,320 shares of common stock were issued due to vesting of restricted stock awards (“RSA”), respectively. See Note 15 for additional
information about the RSAs. As of June 10, 2020, 101,484,772 shares of common stock were issued and were subsequently purchased by
the Successor through the Acquisition.
15. Unit and Stock-based Compensation
For the Successor, the unit-based compensation expense is related
to the grant of unit options and restricted units granted under the 2020 Plan (defined below) and the grant of SVE’s Series P Units (defined below) to employees and consultants of the Successor. The unit-based compensation for SVE’s Series P
Units has been pushed down to the operating entity and thus recorded in the Successor’s consolidated financial statements with a corresponding credit to equity as a capital contribution.
2020 Plan
On August 13, 2020, the Board of Managers of the Successor,
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 the
Successor.
There were 6,522,685 Series X ordinary units and 1,522,843 Series Y
preferred units authorized in the 2020 Plan. There were no changes to the authorized number of units in the Successor period. As of December 31, 2021 and December 31, 2020, there were 2,780,223 and 3,998,480, Series X ordinary units,
respectively, and 1,522,843 and 1,522,843
Series Y preferred units, respectively, available for grant under the 2020 Plan.
Unit options
Employees, consultants, and nonemployee directors who provide
substantial services to the Successor are eligible to be granted unit option awards under the 2020 Plan. Generally, unit 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. Unit options have a maximum term of seven years
from the date of grant.
The Successor recorded unit-based compensation expense related to
unit options granted under the 2020 Plan of $1,269 and $414 for the Successor year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively.
The following table summarizes the key input assumptions used in
the Black-Scholes option-pricing model to estimate the fair value of unit options granted during the years ended December 31, 2021 and December 31, 2020:
|
|
| |
Successor
|
|||
|
|
| |
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
Expected life of units (in years)(1)
|
| |
4.55
- 4.61
|
| |
4.61
|
|
Expected unit price volatility(2)
|
| |
48.20%
- 56.46%
|
| |
48.20%
|
|
Risk free interest rate(3)
|
| |
0.32%
- 0.98%
|
| |
0.42%
- 0.56%
|
|
Expected dividend yield(4)
|
| |
—%
|
| |
—%
|
|
Weighted average grant-date fair value per unit of unit options granted
|
| |
$2.51
|
| |
$1.80
|
|
Fair value per common unit
|
| |
$4.50
- $5.89
|
| |
$4.50
|
|
(1)
|
The
expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period.
|
|
(2)
|
Expected
volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to the expected term of the awards
|
|
(3)
|
The
risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards
|
|
(4)
|
The
Successor has not historically and does not expect to pay any cash dividends on its common units in the foreseeable future
|
F-99
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
The following table summarizes the unit option activity for the
periods ended December 31, 2021 and December 31, 2020:
|
|
| |
Number of
Options
|
| |
Weighted
Average Exercise
Price
|
| |
Weighted Average
Remaining
Contractual Life
(Years)
|
| |
Aggregate
Intrinsic Value
(in thousands)
|
|
Outstanding at June 11, 2020
|
| |
—
|
| |
$—
|
| |
|
| |
|
|
Granted
|
| |
2,708,025
|
| |
$4.50
|
| |
|
| |
|
|
Forfeited
|
| |
(183,820)
|
| |
$4.50
|
| |
|
| |
|
|
Outstanding at December 31, 2020
|
| |
2,524,205
|
| |
$4.50
|
| |
6.6
|
| |
$680
|
|
Granted
|
| |
1,416,800
|
| |
$5.66
|
| |
|
| |
|
|
Exercised
|
| |
(300,065)
|
| |
$4.50
|
| |
|
| |
|
|
Forfeited
|
| |
(198,543)
|
| |
$4.58
|
| |
|
| |
|
|
Outstanding at December 31, 2021
|
| |
3,442,397
|
| |
$4.97
|
| |
6.1
|
| |
$3,159
|
|
|
| |
|
| |
|
| |
|
| |
|
|
Exercisable at December 31, 2020
|
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
|
Exercisable at December 31, 2021
|
| |
510,686
|
| |
$4.52
|
| |
5.7
|
| |
$699
|
The intrinsic value of options exercised during the year ended
December 31, 2021 was $417. This intrinsic value represents the difference between the fair value of the Successor’s common units on
the date of exercise and the exercise price of each option. Unrecognized compensation expense relating to unit options in the 2020 Plan was $6,088
as of December 31, 2021, which is expected to be recognized over a weighted-average period of 3.0 years.
Restricted units – Series Y preferred units
The Successor’s Board of Managers approved a grant of 1,522,843 Series Y preferred units to certain executives of the Predecessor to complete the Acquisition. This was a replacement award, replacing the
previous 1,522,843 restricted stock awards of Grindr, Inc. granted by the Predecessor in 2019. The previous restricted stock award
grants were 97.5% vested at the time of acquisition and the remaining 2.5% vested monthly from the date of Acquisition to August 31, 2020, based on continued service. The replacement award had the same number of units and same vesting terms.
As the acquirer voluntarily replaced awards that would not otherwise expire or terminate on the acquisition date, the 97.5% of the
vested award was attributable to pre-combination service and thus the fair-value based measure of this portion of the replacement award was included in the consideration transferred in the Acquisition. The remaining 2.5% of the replacement award was attributable to post-combination service which resulted in unit-based compensation expense of $192 during the Successor period from June 11, 2020 through December 31, 2020. The Successor agreed to repurchase all of the outstanding Series Y
preferred units upon the voluntary termination of the former employees in November 2020 at an amount in excess of the fair-value based measure of the Series Y preferred units at that time, determined by a weighted discounted cash flow and
guideline public company method, resulting in an additional $133 of unit-based compensation expense during the Successor period from
June 11, 2020 through December 31, 2020. The amount was paid by the Successor in January 2021 and $7,687 is recognized in “Accrued
expenses and other current liabilities” on the consolidated balance sheets as of December 31, 2020.
San Vicente Equity Joint Venture LLC (“SVE”)
Series P Profit Units
Upon the Acquisition of the Predecessor by the Successor on
June 10, 2020, SVE, a related party and a subsidiary of SVA, issued 5,065,855 Series P profit units (“Series P Units”) to Catapult Goliath LLC (“Catapult Goliath”), a related party wherein certain members of Catapult Goliath are executives of the Company. The Series P Units are granted
to Catapult Goliath and each of the grantee beneficiaries in exchange for providing service to the Company under a consulting agreement through December 31, 2023.
The vesting requirements for the Series P Units consist of
requisite service under the consulting agreement through December 31, 2023 and four performance-based vesting targets as follows:
(1) 20% will vest if SVE
F-100
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
determines that the grantee has addressed certain critical issues as described in the
grant agreement by December 31, 2020, and (2) 20%, 30%, 30% will vest if EBITDA for the Successor reached a certain level for the each of the years
ending December 31, 2021, December 31, 2022 and December 31, 2023, respectively.
The EBITDA level was determined for each of the years ended
December 31, 2022 and December 31, 2023 on June 10, 2020. SVE and Catapult Goliath had mutually agreed on the EBITDA level for December 31, 2021 on February 4, 2021, as such, 1,013,171 Series P profit units were considered granted in 2021, with the remainder considered granted in 2020.
The Series P Units also have accelerated vesting features if
actual EBITDA satisfies the target for the current year and the target for the next year. If an EBITDA target is not achieved, then catch-up vesting can occur if the current year EBITDA exceeds 125% of the EBITDA target for the prior year and 100% of the
current target is achieved. In addition, vesting is accelerated for all units that have not been forfeited if a Transaction (as defined as an approved sale, drag-along sale or a liquidation event) occurs. SVE has the right, but not the
obligation, to repurchase vested units at the lower of fair value or a de minimis amount if the consulting agreement is terminated. The Series P Units are legal form equity of SVE and as such, do not have a maximum contractual life, and do not
expire.
The fair value of each performance-based award is estimated on the
date of grant using the Black-Scholes valuation model which approximated the fair value that would have been determined under the option pricing model valuation model. The following table summarizes the
key input assumptions used in the Black-Scholes option-pricing model to estimate the fair value of the Series P Units granted during the Successor period from June 11, 2020 through December 31, 2020 and for the year ended December 31, 2021:
|
|
| |
Successor
|
|||
|
|
| |
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
Expected life of units (in years)(1)
|
| |
3.0
|
| |
5.0
|
|
Expected unit price volatility(2)
|
| |
70.0%
|
| |
52.0%
|
|
Risk free interest rate(3)
|
| |
0.4%
|
| |
0.3%
|
|
Expected dividend yield(4)
|
| |
—%
|
| |
—%
|
|
Weighted average grant-date fair value per SVE series P
unit for each SVE Series P unit granted
|
| |
$2.42
|
| |
$2.00
|
|
Fair value per common unit of SVE
|
| |
$4.98
|
| |
$4.50
|
|
(1)
|
The
expected term for award is estimated in consideration of the time period expected to achieve the performance condition, the contractual term of the award, and estimates of future exercise behavior.
|
|
(2)
|
Expected
volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to the expected term of the awards
|
|
(3)
|
The
risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards
|
|
(4)
|
The
Successor has not historically and does not expect to pay any cash dividends on its common units in the foreseeable future
|
A summary of Series P Units activity for the Successor for the
year ended December 31, 2021 is presented below:
|
|
| |
Number
of
Units
|
| |
Weighted Average
Grant Date Fair
Value
|
|
Unvested at June 11, 2020
|
| |
—
|
| |
$—
|
|
Granted
|
| |
4,052,684
|
| |
$2.00
|
|
Vested
|
| |
(159,112)
|
| |
$2.00
|
|
Unvested at December 31, 2020
|
| |
3,893,572
|
| |
$2.00
|
|
Granted
|
| |
1,013,171
|
| |
$2.42
|
|
Vested
|
| |
(600,107)
|
| |
$2.22
|
|
Unvested at December 31, 2021
|
| |
4,306,636
|
| |
$2.07
|
The fair value of the respective vesting dates of Series P Units
during the year ended December 31, 2021 and the period from June 11, 2020 to December 31, 2020 was $2,700 and $716, respectively.
F-101
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
The Successor recorded unit-based compensation expense, as
determined based on the probability of the performance conditions being met, related to Series P Units of $1,333 and $318 for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively, with a corresponding credit
to equity as the parent company’s capital contribution. Unrecognized compensation expense relating to Series P Units was $8,906 as of
December 31, 2021, which is expected to be recognized over a weighted-average period of 2.0 years.
2018 Plan
On February 11, 2019, the Predecessor’s Board of Directors
approved the adoption of the 2018 Equity Incentive Plan (“2018 Plan”), which permits the grant of (i) incentive stock options, (ii) nonstatutory stock options, (iii) stock appreciation rights,
(iv) restricted stock awards, (v) restricted stock unit awards, (vi) performance stock awards, (vii) performance cash awards, and (viii) other awards to its employees, directors and consultants for up to 1,522,843 shares of common stock. Per the plan, the Board may arrange for the surviving company or acquiring company to assume or continue the award
or to substitute similar stock award for the restricted stock award upon a change in control.
On February 12, 2019, the Predecessor’s Board of Directors
approved a grant of 1,552,843 RSAs to certain employees, who were also officers. Pursuant to the restricted stock bonus award
agreement that each grantee entered into with the Predecessor, the RSA become fully vested and nonforfeitable as follows: 70% of the
shares vested on February 12, 2019, 20% of the shares vested on August 31, 2019, which shares vested in equal amount on a monthly
basis, and the remaining 10% of the shares fully vested on August 31, 2020, which shares vested in equal increments on a monthly
basis.
RSAs outstanding at June 10, 2020 and changes during the period
from January 1, 2019 to June 10, 2020 were as follows:
|
|
| |
Shares
|
| |
Weighted Average
Grant Date Fair Value
|
|
Outstanding as of January 1, 2019
|
| |
$—
|
| |
$—
|
|
Granted
|
| |
1,522,843
|
| |
4.41
|
|
Vested
|
| |
(1,421,320)
|
| |
4.41
|
|
Outstanding as of December 31, 2019
|
| |
101,523
|
| |
|
|
Vested
|
| |
(63,452)
|
| |
4.41
|
|
Cancelled
|
| |
(38,071)
|
| |
4.41
|
|
Outstanding as of June 10, 2020
|
| |
—
|
| |
|
For the period from January 1, 2020 through June 10, 2020, the
Predecessor recorded stock-based compensation expense of $126 and $63, and for the year ended December 31, 2019, the Predecessor recorded stock-based compensation expense of $4,289 and $2,144 in “Selling, general and administrative
expense” and “Product development expense”, respectively, within the consolidated statements of operations and comprehensive income (loss).
On June 10, 2020, the Successor issued replacement awards of
Series Y preferred units (see discussion above). The 2018 Plan was subsequently cancelled.
2016 Plan
In March 2016, the Predecessor approved a 2016 Incentive Unit Plan
(“2016 Plan”) which permits the grant of incentive units to employees, directors and contractors up to 18,231,111
incentive units. No incentive units were issued in 2019 or between January 1, 2020 through June 10, 2020.
The maximum contractual term of an incentive unit award under the
terms of the 2016 Plan was 10 years. Each award agreement under the 2016 Plan dictated the terms and conditions. Incentive units
under the 2016 Plan were awards in the form of phantom shares or units denominated in a hypothetical equivalent number of units of the membership interest in the Predecessor entity and with the value of each award equal to the fair value of the
membership unit at the date of grant. Each award grant was subject to service-based vesting and performance-based vesting that vested upon both a specific period of continued employment and upon a triggering event (as defined in the 2016 Plan
as a change of control or initial public offering). As these awards are cash settled upon a triggering event, these awards are classified as liabilities upon a liquidity event.
F-102
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
Incentive units outstanding at June 10, 2020 and changes during
the period from January 1, 2019 to June 10, 2020 were as follows:
|
|
| |
Shares
|
| |
Weighted Average
Grant Date Price
|
|
Outstanding as of January 1, 2019
|
| |
2,108,939
|
| |
$0.68
|
|
Forfeited
|
| |
(60,250)
|
| |
0.68
|
|
Outstanding as of December 31, 2019
|
| |
2,048,689
|
| |
|
|
Settled
|
| |
(2,048,689)
|
| |
0.68
|
|
Outstanding as of June 10, 2020
|
| |
—
|
| |
|
All remaining outstanding incentive units were determined to be
settled for $5,453 upon the Acquisition. $3,162 and $2,291 was recognized in “Selling, general and administrative expense” and “Product
development expense” within the consolidated statements of operations and comprehensive income (loss), respectively, in the Predecessor period from January 1, 2020 through June 10, 2020. A portion of the related settlement was paid in cash at
the time of the Acquisition. As of December 31, 2021, $1,060 and $1,875 were recognized in “Accrued expenses and other current liabilities” and “Other non-current liabilities”, which is payable to employees on June 10, 2022 and June 10,
2023, respectively. As of December 31, 2020, $2,369 was recognized in “Other non-current liabilities”, which is payable to employees
on June 10, 2022 and June 10, 2023. The payment dates correspond to the timing of the payment of the deferred purchase price for the Acquisition. The 2016 Plan was cancelled on June 10, 2020.
Equity Compensation to a Former Director
In August 2018, the Predecessor entered into an agreement with a
director whereby the director provided services as a non-executive chairman of the Board of Directors. Pursuant to the director’s agreement, the director was paid cash compensation and was granted the option to purchase up to 500,000 shares of common stock of the Predecessor with an exercise price of $3.67 per share (“Director’s Options”). The Director’s Options were not issued under the 2018 Plan or the 2016 Plan. The Director’s
Options consist only of service-based vesting requirements which vest over a service period of three years. The Director’s Options
would expire after 10 years from their issuance date.
For the period from January 1, 2020 through June 10, 2020, the
Predecessor recorded stock-based compensation expense of $154. For the year ended December 31, 2019, the Predecessor recorded
stock-based compensation expense of $347. The stock-based compensation expense related were recorded in “Selling, general and
administrative expense” within the consolidated statements of operations and comprehensive income (loss).
Upon acquisition of the Company, the Acquirer and Kunlun
terminated the director as part of the acquisition agreement. On June 10, 2020, the Company canceled the 500,000 options previously
granted to the director pursuant to the terms of the termination agreement entered into between the director and the Company. The Successor paid $30
to the director under the termination agreement which was recognized in “Selling, general and administrative expense” within the consolidated statements of operations and comprehensive income (loss) in the Successor period from June 11, 2020
through December 31, 2020. As of December 31, 2021, $204 and $361 were recognized in “Accrued expenses and other current liabilities” and “Other non-current liabilities”, which is payable to employees on June 10, 2022 and June 10,
2023, respectively. As of December 31, 2020, $483 was recognized in “Other non-current liabilities”, which is payable to the director
on June 10, 2022 and June 10, 2023. The payment dates correspond to the timing of the payment of the deferred purchase price for the Acquisition.
F-103
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
Stock-based and Unit-based compensation information
The following table summarizes unit-based compensation expenses
for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, for the Successor, and stock-based compensation expenses for the period from January 1, 2020 through June 10, 2020 and for the year ended
December 31, 2019, for the Predecessor:
|
|
| |
Successor
|
| |
Predecessor
|
||||||
|
|
| |
Year ended
December 31,
2021
|
| |
From June 11,
2020 through
December 31, 2020
|
| |
From January 1,
2020 through
June 10, 2020
|
| |
Year ended
December 31,
2019
|
|
Selling, general and administrative expenses
|
| |
$2,217
|
| |
$846
|
| |
$280
|
| |
$4,636
|
|
Product development expenses
|
| |
268
|
| |
70
|
| |
63
|
| |
2,144
|
|
|
| |
$2,485
|
| |
$916
|
| |
$343
|
| |
$6,780
|
Unit-based compensation expense that was capitalized as an asset
was $117 and $8 for
the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively, for the Successor. No
stock-based compensation was capitalized for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, for the Predecessor.
16. Net Income (Loss) Per Share
The following table sets forth the computation of basic and diluted
income (loss) per share:
|
|
| |
Successor
|
| |
Predecessor
|
||||||
|
|
| |
Year ended
December 31,
2021
|
| |
From June 11,
2020 through
December 31, 2020
|
| |
From January 1,
2020 through
June 10, 2020
|
| |
Year ended
December 31,
2019
|
|
Numerator:
|
| |
|
| |
|
| |
|
| |
|
|
Net income (loss) and comprehensive income (loss)
|
| |
$5,064
|
| |
$(10,959)
|
| |
$(2,114)
|
| |
$7,706
|
|
Denominator:
|
| |
|
| |
|
| |
|
| |
|
|
Basic weighted average shares/units of ordinary
units/common stock outstanding
|
| |
108,922,180
|
| |
101,875,967
|
| |
101,449,521
|
| |
100,471,506
|
|
Diluted effect of unit/stock-based awards
|
| |
40,156
|
| |
—
|
| |
—
|
| |
71,361
|
|
Diluted weighted average units/shares of ordinary
units/common stock outstanding
|
| |
108,962,336
|
| |
101,875,967
|
| |
101,449,521
|
| |
100,542,867
|
|
Net income (loss) per units/share
|
| |
|
| |
|
| |
|
| |
|
|
Basic
|
| |
$0.05
|
| |
$(0.11)
|
| |
$(0.02)
|
| |
$0.08
|
|
Diluted
|
| |
$0.05
|
| |
$(0.11)
|
| |
$(0.02)
|
| |
$0.08
|
The following table presents the weighted average potential shares
that are excluded from the computation of diluted net income (loss) and comprehensive income (loss) for the periods presented because including them would have had an anti-dilutive effect:
|
|
| |
Successor
|
| |
Predecessor
|
||||||
|
|
| |
Year ended
December 31,
2021
|
| |
From June 11,
2020 through
December 31,
2020
|
| |
From January 1,
2020 through
June 10, 2020
|
| |
Year ended
December 31,
2019
|
|
Unit options issued under 2020 Plan
|
| |
1,255,800
|
| |
2,524,206
|
| |
—
|
| |
—
|
|
Director's Options
|
| |
—
|
| |
—
|
| |
500,000
|
| |
—
|
|
RSAs issued under 2018 Plan
|
| |
—
|
| |
—
|
| |
38,071
|
| |
—
|
F-104
Grindr Group LLC and Subsidiaries (“Successor”) and Grindr Inc. and Subsidiaries (“Predecessor”)
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data) (continued)
17. Related Parties
On February 12, 2019, in connection with the issuance of RSAs to
the three former employees, the Predecessor loaned three officers an aggregate principal amount of $2,174 to enable them to
comply with their tax withholding obligations from the issuance of the restricted stock under the 2018 Plan. Each of the promissory notes bore interest at a rate of 2.63% per annum, compounded annually, and was secured by all of the Predecessor’s capital stock held by the relevant employee, together with any stock subscription rights, liquidating
dividends, stock dividends, new securities of any type whatsoever, or other property held as a result of the relevant employee’s ownership of the stock. The principal plus interest of these promissory notes totaling $2,248 were fully paid to the Predecessor before June 10, 2020.
As of December 31, 2019, the Predecessor had an amount payable to
Kunlun totaling $87. The amount was fully paid to Kunlun in June 2020. No interest was accrued on the amount.
In January 2020, the Predecessor issued a loan in the aggregate
principal amount of $14,000 to Kunlun in the form of a promissory note. The promissory note was issued with an interest rate of 2% per annum. In May 2020, Kunlun repaid the full principal amount of $14,000, including $81 in interest, to the Predecessor.
For the period from June 11, 2020 through December 31, 2020 and
the year ended December 31, 2021, the Successor paid advisor fees and out-of-pocket expenses amounting to $389 and $913 to two individuals who hold
ownership interest in the Successor, respectively.
The Successor had receivables from San Vicente Holdings of $0 and $10 as of December 31, 2021 and
December 31, 2020, respectively.
See Note 9 and Note 15 for additional related party transactions
with Catapult GP II and Catapult Goliath.
18. Subsequent Events
The Successor has evaluated subsequent events through May 9, 2022,
the date on which the consolidated financial statements were available to be issued and concluded there were no material subsequent events that required recognition or additional disclosures in the consolidated financial statements other than
as disclosed below.
On April 15, 2022, the Company and Groove Coverage Limited (“Groove”), which is 50%-owned by the president of San Vicente Holdings LLC, the ultimate parent
company of the Successor, entered into an agreement for Groove to provide consulting and advisory services for the Transactions (as described below). The successful completion of the Merger (defined below) would result in the Company paying
Groove $1,500 for such services.
On May 9, 2022, the Company entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with Tiga Acquisition Corp. (“Tiga”), a special purpose acquisition company. Pursuant to the terms of the Merger Agreement,
subject to customary closing conditions of the merger, including shareholder approval, a business combination between Tiga and the Company will be effected through the merger of a subsidiary of Tiga into the Company, with the Company surviving
as the surviving company and a wholly-owned subsidiary of Tiga (the “Merger”). Once effective, all outstanding units of the Company will be converted into a number of shares of common stock of Tiga
pursuant to the terms and subject to the conditions set forth in the Merger Agreement.
On May 9, 2022, SVE and Catapult Goliath entered into an agreement
to amend the vesting requirement for the Series P Units. Under the amendment, the Series P Units performance-based vesting target was amended to time-based vesting from the date of the amendment through December 31, 2022.
F-105
San Vicente Financial Statements (Unaudited)
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
(in thousands, except per unit
data)
|
|
| |
September 30,
2022
|
| |
December 31,
2021
|
|
Assets
|
| |
|
| |
|
|
Current Assets
|
| |
|
| |
|
|
Cash and cash equivalents
|
| |
$27,236
|
| |
$15,778
|
|
Accounts receivable, net of allowances of $80 and $53 at
September 30, 2022 and December 31, 2021, respectively
|
| |
18,433
|
| |
17,885
|
|
Prepaid expenses
|
| |
4,336
|
| |
2,330
|
|
Deferred charges
|
| |
3,749
|
| |
4,611
|
|
Other current assets
|
| |
8,087
|
| |
3,308
|
|
Total current assets
|
| |
61,841
|
| |
43,912
|
|
Restricted cash
|
| |
1,392
|
| |
1,392
|
|
Property and equipment, net
|
| |
2,134
|
| |
2,374
|
|
Capitalized software development costs, net
|
| |
6,916
|
| |
3,637
|
|
Intangible assets, net
|
| |
113,335
|
| |
139,708
|
|
Goodwill
|
| |
275,703
|
| |
275,703
|
|
Other assets
|
| |
761
|
| |
84
|
|
Total assets
|
| |
$462,082
|
| |
$466,810
|
|
Liabilities and Members’ Equity
|
| |
|
| |
|
|
Current liabilities
|
| |
|
| |
|
|
Accounts payable
|
| |
$1,913
|
| |
$2,437
|
|
Accrued expenses and other current liabilities
|
| |
10,396
|
| |
3,506
|
|
Deferred payment
|
| |
140,093
|
| |
70,326
|
|
Current maturities of long-term debt, net
|
| |
5,040
|
| |
3,840
|
|
Deferred revenue
|
| |
18,732
|
| |
20,077
|
|
Total current liabilities
|
| |
176,174
|
| |
100,186
|
|
Deferred payment, non-current
|
| |
—
|
| |
125,612
|
|
Long-term debt, net
|
| |
189,663
|
| |
133,279
|
|
Deferred income taxes
|
| |
20,444
|
| |
28,958
|
|
Other non-current liabilities
|
| |
169
|
| |
2,405
|
|
Total liabilities
|
| |
386,450
|
| |
390,440
|
|
Commitments and Contingencies (Note 8)
|
| |
|
| |
|
|
Contingently Redeemable Noncontrolling Interest
|
| |
|
| |
|
|
Series P preferred units
|
| |
$—
|
| |
$—
|
|
Members’ Equity
|
| |
|
| |
|
|
Ordinary units, par value $0.01
|
| |
—
|
| |
—
|
|
Additional paid-in capital
|
| |
119,739
|
| |
95,157
|
|
Accumulated deficit
|
| |
(54,373)
|
| |
(36,236)
|
|
Equity attributable to noncontrolling interest
|
| |
10,266
|
| |
17,449
|
|
Total members’ equity
|
| |
75,632
|
| |
76,370
|
|
Total liabilities and members’ equity
|
| |
$462,082
|
| |
$466,810
|
See accompanying notes to unaudited condensed consolidated financial statements.
F-106
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
(in thousands)
|
|
| |
Three Months Ended
September 30,
|
| |
Nine Months Ended
September 30,
|
||||||
|
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
|
Revenue
|
| |
$50,402
|
| |
$38,249
|
| |
$140,487
|
| |
$100,812
|
|
Operating costs and expenses
|
| |
|
| |
|
| |
|
| |
|
|
Cost of revenue (exclusive of depreciation and
amortization shown separately below)
|
| |
12,955
|
| |
9,621
|
| |
36,758
|
| |
25,723
|
|
Selling, general and administrative expense
|
| |
20,331
|
| |
8,335
|
| |
53,822
|
| |
21,798
|
|
Product development expense
|
| |
4,159
|
| |
2,841
|
| |
11,981
|
| |
7,422
|
|
Depreciation and amortization
|
| |
9,097
|
| |
10,708
|
| |
27,215
|
| |
32,534
|
|
Total operating costs and expenses
|
| |
46,542
|
| |
31,505
|
| |
129,776
|
| |
87,477
|
|
Income from operations
|
| |
3,860
|
| |
6,744
|
| |
10,711
|
| |
13,335
|
|
Other expense
|
| |
|
| |
|
| |
|
| |
|
|
Interest expense, net
|
| |
(9,843)
|
| |
(11,118)
|
| |
(30,153)
|
| |
(34,386)
|
|
Other expense, net
|
| |
(263)
|
| |
(89)
|
| |
(329)
|
| |
(119)
|
|
Total other expense
|
| |
(10,106)
|
| |
(11,207)
|
| |
(30,482)
|
| |
(34,505)
|
|
Net loss before income tax
|
| |
(6,246)
|
| |
(4,463)
|
| |
(19,771)
|
| |
(21,170)
|
|
Income tax provision (benefit)
|
| |
(2,485)
|
| |
(1,079)
|
| |
(1,192)
|
| |
(5,019)
|
|
Net loss and comprehensive loss
|
| |
$(3,761)
|
| |
$(3,384)
|
| |
$(18,579)
|
| |
$(16,151)
|
|
Less: Income (loss) attributable to noncontrolling interest
|
| |
(466)
|
| |
181
|
| |
(434)
|
| |
(67)
|
|
Net loss attributable to San Vicente
Offshore Holdings Limited
|
| |
$(3,295)
|
| |
$(3,565)
|
| |
$(18,145)
|
| |
$(16,084)
|
See accompanying notes to unaudited condensed consolidated financial statements.
F-107
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Condensed Consolidated Statements of Members’ Equity
for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)
(in thousands, except per unit
amounts and unit data)
|
|
| |
Equity Attributable to San Vicente Offshore
Holdings (Cayman) Limited
|
| |
|
| |
|
| |
Contingently Redeemable
Noncontrolling Interest
|
|||||||||||||||
|
|
| |
Ordinary Units
(Par value $0.01)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Series P Preferred Units
|
||||||
|
|
| |
Units
|
| |
Amount
|
| |
Additional
paid-in
capital
|
| |
Accumulated
deficit
|
| |
Total
|
| |
Equity
Attributable to
Noncontrolling
Interest
|
| |
Total
Members’
Equity
|
| |
Units
|
| |
Amount
|
|
Balance at December 31, 2021
|
| |
3
|
| |
$—
|
| |
$95,157
|
| |
$(36,236)
|
| |
$58,921
|
| |
$17,449
|
| |
$76,370
|
| |
759,219
|
| |
$—
|
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(1,594)
|
| |
(1,594)
|
| |
454
|
| |
(1,140)
|
| |
—
|
| |
—
|
|
Interest on the promissory note to a related party
|
| |
—
|
| |
—
|
| |
(668)
|
| |
—
|
| |
(668)
|
| |
(73)
|
| |
(741)
|
| |
—
|
| |
—
|
|
Unit-based compensation expense
|
| |
—
|
| |
—
|
| |
349
|
| |
—
|
| |
349
|
| |
414
|
| |
763
|
| |
156,221
|
| |
—
|
|
Exercise of unit options in subsidiary
|
| |
—
|
| |
—
|
| |
103
|
| |
—
|
| |
103
|
| |
16
|
| |
119
|
| |
—
|
| |
—
|
|
Balance at March 31, 2022
|
| |
3
|
| |
$—
|
| |
$94,941
|
| |
$(37,830)
|
| |
$57,111
|
| |
$18,260
|
| |
$75,371
|
| |
915,440
|
| |
$—
|
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(13,248)
|
| |
(13,248)
|
| |
(430)
|
| |
(13,678)
|
| |
—
|
| |
—
|
|
Subsidiary distributions
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(8,313)
|
| |
(8,313)
|
| |
—
|
| |
—
|
|
Interest on the promissory note to a related party
|
| |
—
|
| |
—
|
| |
(672)
|
| |
—
|
| |
(672)
|
| |
(74)
|
| |
(746)
|
| |
—
|
| |
—
|
|
Repayment of promissory note to a related party
|
| |
—
|
| |
—
|
| |
385
|
| |
—
|
| |
385
|
| |
42
|
| |
427
|
| |
—
|
| |
—
|
|
Payment of interest on promissory note to related party
|
| |
—
|
| |
—
|
| |
3,026
|
| |
—
|
| |
3,026
|
| |
336
|
| |
3,362
|
| |
—
|
| |
—
|
|
Unit based compensation
|
| |
—
|
| |
—
|
| |
12,598
|
| |
—
|
| |
12,598
|
| |
360
|
| |
12,958
|
| |
2,124,072
|
| |
—
|
|
Exercise of unit options in subsidiary
|
| |
—
|
| |
—
|
| |
913
|
| |
—
|
| |
913
|
| |
(7)
|
| |
906
|
| |
—
|
| |
—
|
|
Balance at June 30, 2022
|
| |
3
|
| |
$—
|
| |
$111,191
|
| |
$(51,078)
|
| |
$60,113
|
| |
$10,174
|
| |
$70,287
|
| |
3,039,512
|
| |
$—
|
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(3,295)
|
| |
(3,295)
|
| |
(466)
|
| |
(3,761)
|
| |
—
|
| |
—
|
|
Interest on the promissory note to a related party
|
| |
—
|
| |
—
|
| |
(671)
|
| |
—
|
| |
(671)
|
| |
(74)
|
| |
(745)
|
| |
—
|
| |
—
|
|
Unit-based compensation
|
| |
—
|
| |
—
|
| |
9,097
|
| |
—
|
| |
9,097
|
| |
643
|
| |
9,740
|
| |
1,013,171
|
| |
—
|
|
Exercise of unit options in subsidiary
|
| |
—
|
| |
—
|
| |
122
|
| |
—
|
| |
122
|
| |
(11)
|
| |
111
|
| |
—
|
| |
—
|
|
Balance at September 30, 2022
|
| |
3
|
| |
$—
|
| |
$119,739
|
| |
$(54,373)
|
| |
$65,366
|
| |
$10,266
|
| |
$75,632
|
| |
4,052,683
|
| |
$—
|
See accompanying notes to unaudited condensed consolidated financial statements.
F-108
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Condensed Consolidated Statements of Members’ Equity for the Three and Nine Months
Ended September 30, 2022 and 2021 (unaudited)(continued)
(in thousands, except per unit
amounts and unit data)
|
|
| |
Equity Attributable to San Vicente Offshore
Holdings (Cayman) Limited
|
| |
|
| |
|
| |
Contingently Redeemable
Noncontrolling Interest
|
|||||||||||||||
|
|
| |
Ordinary Units
(Par value $0.01)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Series P Preferred Units
|
||||||
|
|
| |
Units
|
| |
Amount
|
| |
Additional
paid-in
capital
|
| |
Accumulated
deficit
|
| |
Total
|
| |
Equity
Attributable to
Noncontrolling
Interest
|
| |
Total
Members’
Equity
|
| |
Units
|
| |
Amount
|
|
Balance at December 31, 2020
|
| |
3
|
| |
$—
|
| |
$94,484
|
| |
$(20,192)
|
| |
$74,292
|
| |
$15,711
|
| |
$90,003
|
| |
159,112
|
| |
$—
|
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(9,266)
|
| |
(9,266)
|
| |
(252)
|
| |
(9,518)
|
| |
—
|
| |
—
|
|
Unit-based compensation
|
| |
—
|
| |
—
|
| |
268
|
| |
—
|
| |
268
|
| |
266
|
| |
534
|
| |
122,767
|
| |
—
|
|
Balance at March 31, 2021
|
| |
3
|
| |
$—
|
| |
$94,752
|
| |
$(29,458)
|
| |
$65,294
|
| |
$15,725
|
| |
$81,019
|
| |
281,879
|
| |
$—
|
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(3,420)
|
| |
(3,420)
|
| |
171
|
| |
(3,249)
|
| |
—
|
| |
—
|
|
Issuance of subsidiary equity
|
| |
—
|
| |
—
|
| |
17,644
|
| |
—
|
| |
17,644
|
| |
12,356
|
| |
30,000
|
| |
—
|
| |
—
|
|
Promissory note to a related party
|
| |
—
|
| |
—
|
| |
(17,644)
|
| |
—
|
| |
(17,644)
|
| |
(12,356)
|
| |
(30,000)
|
| |
—
|
| |
—
|
|
Interest on the promissory note to a related party
|
| |
—
|
| |
—
|
| |
(476)
|
| |
—
|
| |
(476)
|
| |
(50)
|
| |
(526)
|
| |
—
|
| |
—
|
|
Unit-based compensation
|
| |
—
|
| |
—
|
| |
352
|
| |
—
|
| |
352
|
| |
302
|
| |
654
|
| |
157,956
|
| |
—
|
|
Balance at June 30, 2021
|
| |
3
|
| |
$—
|
| |
$94,628
|
| |
$(32,878)
|
| |
$61,750
|
| |
$16,148
|
| |
$77,898
|
| |
439,835
|
| |
$—
|
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(3,565)
|
| |
(3,565)
|
| |
181
|
| |
(3,384)
|
| |
—
|
| |
—
|
|
Interest on the promissory note to a related party
|
| |
—
|
| |
—
|
| |
(684)
|
| |
—
|
| |
(684)
|
| |
(72)
|
| |
(756)
|
| |
—
|
| |
—
|
|
Unit-based compensation
|
| |
—
|
| |
—
|
| |
356
|
| |
—
|
| |
356
|
| |
340
|
| |
696
|
| |
159,693
|
| |
—
|
|
Exercise of unit options in subsidiary
|
| |
—
|
| |
—
|
| |
522
|
| |
—
|
| |
522
|
| |
67
|
| |
589
|
| |
—
|
| |
—
|
|
Balance at September 30, 2021
|
| |
3
|
| |
$—
|
| |
$94,822
|
| |
$(36,443)
|
| |
$58,379
|
| |
$16,664
|
| |
$75,043
|
| |
599,528
|
| |
$—
|
See accompanying notes to unaudited condensed consolidated financial statements.
F-109
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
(in thousands)
|
|
| |
Nine Months Ended
September 30,
|
|||
|
|
| |
2022
|
| |
2021
|
|
Operating activities
|
| |
|
| |
|
|
Net loss
|
| |
$(18,579)
|
| |
$(16,151)
|
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
| |
|
| |
|
|
Unit-based compensation
|
| |
23,353
|
| |
1,806
|
|
Accretion of premium on debt
|
| |
—
|
| |
1,118
|
|
Accretion of interest on deferred payment
|
| |
19,155
|
| |
19,523
|
|
Amortization of debt issuance costs
|
| |
759
|
| |
897
|
|
Interest income on promissory note from a related party
|
| |
(2,232)
|
| |
(1,282)
|
|
Depreciation and amortization
|
| |
27,215
|
| |
32,534
|
|
Provision for doubtful accounts
|
| |
27
|
| |
—
|
|
Deferred income taxes
|
| |
(8,514)
|
| |
(8,660)
|
|
Changes in operating assets and liabilities:
|
| |
|
| |
|
|
Accounts receivable
|
| |
(575)
|
| |
3,622
|
|
Prepaid expenses and deferred charges
|
| |
(1,144)
|
| |
(1,602)
|
|
Other current assets
|
| |
(4,779)
|
| |
(4,268)
|
|
Other assets
|
| |
(677)
|
| |
53
|
|
Accounts payable
|
| |
(524)
|
| |
1,122
|
|
Accrued expenses and other current liabilities
|
| |
4,654
|
| |
(7,185)
|
|
Deferred revenue
|
| |
(1,345)
|
| |
5,364
|
|
Due to related party
|
| |
—
|
| |
10
|
|
Other liabilities
|
| |
—
|
| |
(805)
|
|
Net cash provided by operating activities
|
| |
$36,794
|
| |
$18,852
|
|
Investing activities
|
| |
|
| |
|
|
Purchase of property and equipment
|
| |
$(339)
|
| |
$(156)
|
|
Additions to capitalized software
|
| |
(3,434)
|
| |
(2,184)
|
|
Net cash used in investing activities
|
| |
$(3,773)
|
| |
$(2,340)
|
|
Financing activities
|
| |
|
| |
|
|
Proceeds from exercise of unit options in subsidiary
|
| |
$1,136
|
| |
$589
|
|
Repayment of deferred payment
|
| |
(75,000)
|
| |
—
|
|
Subsidiary distributions paid
|
| |
(4,524)
|
| |
—
|
|
Proceeds from issuance of debt
|
| |
60,000
|
| |
—
|
|
Payment of debt
|
| |
(2,220)
|
| |
(2,880)
|
|
Payment of debt issuance costs
|
| |
(955)
|
| |
(960)
|
|
Net cash used in financing activities
|
| |
$(21,563)
|
| |
$(3,251)
|
|
Net increase in cash, cash equivalents and restricted cash
|
| |
11,458
|
| |
13,261
|
|
Cash, cash equivalents and restricted cash, beginning of the
period
|
| |
17,170
|
| |
42,786
|
|
Cash, cash equivalents and restricted cash, end of the
period
|
| |
$28,628
|
| |
$56,047
|
|
Reconciliation of cash, cash equivalents and restricted cash
|
| |
|
| |
|
|
Cash and cash equivalents
|
| |
$27,236
|
| |
$54,655
|
|
Restricted cash
|
| |
1,392
|
| |
1,392
|
|
Cash, cash equivalents and restricted cash
|
| |
$28,628
|
| |
$56,047
|
|
Supplemental disclosure of cash flow information:
|
| |
|
| |
|
|
Cash interest paid
|
| |
$12,159
|
| |
$13,752
|
|
Income taxes paid
|
| |
$2,207
|
| |
$8,775
|
|
Supplemental disclosure of non-cash financing activities:
|
| |
|
| |
|
|
Repayment of principal and interest on the promissory note
to a related party from distributions
|
| |
$3,789
|
| |
$—
|
|
Subsidiary distributions to a related party
|
| |
$(3,789)
|
| |
$—
|
|
Deferred transaction costs not yet paid
|
| |
$1,168
|
| |
$—
|
See accompanying notes to unaudited condensed consolidated financial statements.
F-110
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)
Organization
San Vicente Offshore Holdings (Cayman) Limited was incorporated as
a limited liability company in the Cayman Islands on February 18, 2020. San Vicente Offshore Holdings (Cayman) Limited directly and indirectly holds units of Grindr Group LLC (“Grindr Group” or “Grindr”) through various wholly owned or
partially owned subsidiaries (San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries, collectively referenced as the “Company”).
The Company’s subsidiary, Grindr Group, manages and operates the
Grindr app, a global LGBTQ+ social network platform serving and addressing the needs of the entire LGBTQ+ queer community. The Grindr app is available through Apple’s App Store for iPhones and Google Play for Android. Grindr Group offers both a
free, ad-supported service and a premium subscription version. Grindr Group also manages a dating service app called Blendr, for a broader market.
Grindr Group is a subsidiary of San Vicente Group Holdings LLC
(“Group Holdings”), which is the joint subsidiary of San Vicente Group TopCo LLC (“SVG”), a wholly owned subsidiary of SVA, and San Vicente Equity Joint Venture LLC (“SVE”), a related party and subsidiary of SVA, which is a wholly owned
subsidiary of the Company.
Going Concern
As of September 30, 2022, the Company had cash of $27,236 and had
a liability of $155,000, for which the carrying value as of September 30, 2022 is $140,093, that is payable to Kunlun Holdings Limited (“Kunlun”) in June 2023 (“Deferred Payment”, see Note 7), which is
within twelve months of the date the consolidated financial statements are issued. The Company’s net loss, negative working capital, and net cash provided by operating cash flows for the nine months ended September 30, 2022 was $18,145,
$114,333 and $36,794, respectively. The Company’s primary source of operating funds since inception has been operating cash flows, cash proceeds from debt, and equity financing transactions. In light of the maturity date of the Deferred
Payment, management evaluated whether there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. In June 2022, the
Company made a payment of $75,000 in partial satisfaction of the Deferred Payment obligation. Given the timing of the remaining Deferred Payment due in 2023, management has determined that there is a material uncertainty that casts significant
doubt about the Company’s ability to continue as a going concern.
The ability of the Company to continue as a going concern is
dependent on management’s continued execution of the Company’s on-going and strategic plans, which include continuing to raise funds through a combination of ongoing operations, equity, and debt issuances. Management is also in the process of
effectuating a merger of Grindr Group, a subsidiary, with Tiga Acquisition Corp (“Tiga”), a special purpose acquisition company and a related party. In accordance with the terms of the Agreement and Plan of Merger with Tiga that was signed on
May 9, 2022, Grindr Group is permitted to distribute up to $370,000 to its members and affiliates to repay the entire Deferred Payment that currently exists with cash from the merger.
There is no assurance that the Company’s plans to raise capital
will be successful. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. As such, the condensed consolidated financial statements have been prepared on a going
concern basis. In the event the Company does not complete this business combination, the Company expects to seek additional funding through debt financings or other capital sources to pay off the Deferred Payment. Although management continues
to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. The ability to successfully effectuate the planned
merger and obtain funding, therefore, is outside of management’s control and is a material uncertainty that casts significant doubt upon the Company’s ability to continue as a going concern.
F-111
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial
statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission, (“SEC”), regarding interim
financial reporting. Certain information and disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These
unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2021. The unaudited condensed consolidated financial statements are
unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items,
necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries after elimination of intercompany
transactions and balances. The operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022.
Accounting Estimates
Management of the Company is required to make certain estimates,
judgments, and assumptions during the preparation of its condensed consolidated financial statements in accordance with U.S. GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, 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 useful lives and
recoverability of property and equipment and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for
doubtful accounts; valuation allowance; uncertain tax positions; legal contingencies; and the valuation of unit-based compensation, among others.
Impact of COVID-19
In March 2020, the World Health Organization declared COVID-19 a
global pandemic. The COVID-19 outbreak has reached across the globe, resulting in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans intended to control the spread of the virus.
While restrictions have been lessened and lifted, restrictions
could be increased or reinstated in the future. Although an adverse impact on the Company’s ongoing operations is unlikely, the full magnitude the pandemic will have on the Company remains uncertain and will depend on the duration of the
pandemic, as well as the effectiveness of mass vaccinations and the impact of future variants of the virus. Additionally, changes to estimates related to ongoing COVID-19 disruptions could result in other impacts, including, but not limited to,
goodwill, indefinite-lived intangibles, and long-lived asset impairment charges.
F-112
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
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
Money market funds are measured and recorded at fair value on the
Company’s balance sheets on a recurring basis. The following tables present money market funds and their level within the fair value hierarchy as of September 30, 2022 and December 31, 2021:
|
|
| |
Total
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
|
September 30, 2022:
|
| |
|
| |
|
| |
|
| |
|
|
Money market funds
|
| |
$25,062
|
| |
$25,062
|
| |
$—
|
| |
$—
|
|
|
| |
Total
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
|
December 31, 2021:
|
| |
|
| |
|
| |
|
| |
|
|
Money market funds
|
| |
$9,648
|
| |
$9,648
|
| |
$—
|
| |
$—
|
The Company’s remaining financial instruments that are measured at
fair value on a recurring basis consist primarily of cash, accounts receivable, accounts payable, 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 were measured by comparing their prepayment values and observable market data consisting of interest rates based on similar credit ratings, which the Company
classifies as a Level 2 input within the fair value hierarchy. The Company does not have any recurring fair value measurements using significant unobservable inputs (Level 3) as of September 30, 2022 and December 31, 2021.
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 are measured at fair value on a nonrecurring basis as a result of impairment reviews and any resulting impairment charge.
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, as described
below. The fair value of the reporting unit or asset groups is determined primarily using cost and market approaches (Level 3).
Deferred transaction costs
Deferred transaction costs consist of direct legal, accounting and
other fees relating to the Grindr Group’s anticipated merger with a special purpose acquisition company (the “Merger”). These costs are capitalized as
F-113
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
incurred in other current assets on the condensed consolidated balance sheets and
will be expensed or charged to members’ equity upon the completion of the Merger. In the event the Merger is terminated, deferred transaction costs will be expensed in that period. Deferred transaction costs as of September 30, 2022 were
$8,086. There were no deferred transaction costs as of December 31, 2021.
Modification of equity classified award
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.
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.
The Company derives substantially all of its revenue from
subscription revenue and advertising revenue. As permitted under the practical expedient available under ASU 2014-09, 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 promise 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 monthly subscriptions that are currently offered in one, three, six, and twelve-month lengths. Subscription revenue is presented net of taxes, credits, and chargebacks. Subscribers pay in advance,
primarily through mobile app stores, and, subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is recognized using the
straight-line method over the term of the applicable subscription period.
Indirect Revenue
Indirect revenue consists of advertising revenue and other
non-direct revenue. The Company has contractual relationships with advertising service providers and also directly with advertisers to display advertisements in the Grindr app. For all advertising arrangements, the Company’s performance
obligation is to provide the inventory for advertisements to be displayed in the Grindr app. For contracts made directly with advertisers, the Company is also obligated to serve the advertisements in the Grindr app. 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 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.
F-114
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
Account Receivables, net of allowance for doubtful accounts
The majority of app users access the Company’s services through
mobile app stores. The Company evaluates the credit worthiness of these two mobile app stores on an ongoing basis and does not require collateral from these entities. Accounts receivable also include amounts billed and currently due from
advertising customers. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be collected. The allowance for doubtful accounts is based upon a number of factors,
including the length of time accounts receivable are past due, the Company’s previous loss history, and the specific customer’s ability to pay its obligation.
The accounts receivable balances, net of allowances, were $18,433
and $17,885 as of September 30, 2022 and December 31, 2021, respectively. The opening balance of accounts receivable, net of allowances, was $11,833 as of January 1, 2021.
Contract Liabilities
Deferred revenue consists of advance payments that are received or
are contractually due in advance of the Company’s performance. The Company classifies subscription deferred revenue as current and recognizes revenue ratably over the terms of the applicable subscription period or expected completion of the
performance obligation which range from one to twelve months. The deferred revenue balances were $18,732 and $20,077 as of September 30, 2022 and December 31, 2021, respectively. The opening balance of deferred revenue balance was $13,530 as of
January 1, 2021.
For the three and nine months ended September 30, 2022, the
Company recognized $2,406 and $18,848 of revenue that was included in the deferred revenue balance as of December 31, 2021. For the three and nine months ended September 30, 2021, the Company recognized $1,823 and $13,978 of revenue that was
included in the deferred revenue balance as of December 31, 2020.
Disaggregation of Revenue
The following tables summarizes revenue from contracts with
customers for the three and nine months ended September 30, 2022 and 2021, respectively:
|
|
| |
Three Months Ended
September 30,
|
| |
Nine Months Ended
September 30,
|
||||||
|
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
|
Direct revenue
|
| |
$43,209
|
| |
$30,537
|
| |
$118,364
|
| |
$80,733
|
|
Indirect revenue
|
| |
7,193
|
| |
7,712
|
| |
22,123
|
| |
20,079
|
|
|
| |
$50,402
|
| |
$38,249
|
| |
$140,487
|
| |
$100,812
|
|
|
| |
Three Months Ended
September 30,
|
| |
Nine Months Ended
September 30,
|
||||||
|
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
|
United States
|
| |
$31,127
|
| |
$23,531
|
| |
$87,876
|
| |
$63,533
|
|
United Kingdom
|
| |
3,752
|
| |
3,127
|
| |
10,457
|
| |
7,753
|
|
Rest of the world
|
| |
15,523
|
| |
11,591
|
| |
42,154
|
| |
29,526
|
|
|
| |
$50,402
|
| |
$38,249
|
| |
$140,487
|
| |
$100,812
|
Recent Accounting Pronouncements
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
F-115
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
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.
In October 2021, the FASB issued ASU 2021-08, Business
Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting for contract assets acquired and contract liabilities assumed from contracts with customers in business
combinations. The amendment requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with ASC Topic 606, resulting in a shift from previous guidance which required similar
assets and liabilities to be accounted for at fair value at the acquisition date. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years,
with early adoption permitted. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments in this Update should be applied
prospectively to business combinations occurring on or after the effective date of the amendments. While the Company is continuing to assess the timing of adoption and potential impact of this guidance it does not expect the guidance to have a
material effect, if any, on its condensed consolidated financial statements and related disclosures. The Company will continue to evaluate the impact of this guidance upon the occurrence of future acquisitions.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform
(Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference London
Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. This guidance is optional for a limited period of time through December 31, 2022. The Company is currently evaluating the
impact this guidance may have as it relates to arrangements that reference LIBOR on its condensed consolidated financial statements and related disclosures.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842).
The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheets for all leases with terms longer than 12 months.
Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The new standard is effective for fiscal years beginning after December 15, 2021, and
interim periods within those fiscal years beginning after December 15, 2022. The primary effect of the adoption of ASU No. 2016-02 will be the recognition of a right of use asset and related liability to reflect the Company’s rights and
obligations under its operating leases. The Company will also be required to provide the additional disclosures stipulated in ASU No. 2016-02. The Company is currently evaluating the impact of the requirements of ASU 2016-02 and does not expect
the adoption to have a significant impact on the consolidated statements of operations and comprehensive income (loss) and consolidated statements of cash flows. Upon adoption, there will be a material increase in total assets and total
liabilities in the consolidated balance sheet due to the recognition of right-of-use assets and lease liabilities for the Company’s leases.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments –
Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss methodology to an expected loss methodology.
The standard requires entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables, debt securities, net investment in leases, and most
other financial assets that represent a right to receive cash. Additional disclosures about significant estimates and credit quality are also required. The FASB has subsequently issued updates to the standard to provide additional clarification
on specific topics. The ASU is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its financial
statements.
F-116
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
3. Income Tax
In determining the quarterly provisions for income taxes, the
Company uses the annual estimated effective tax rate applied to the actual year-to-date income (loss), adjusted for discrete items arising in that quarter. In addition, the effect of changes in enacted tax laws or rates and tax status is
recognized in the interim period in which the change occurs.
|
|
| |
Three Months Ended
September 30,
|
| |
|
| |
Nine Months Ended
September 30,
|
| |
|
||||||
|
|
| |
2022
|
| |
2021
|
| |
Change
|
| |
2022
|
| |
2021
|
| |
Change
|
|
Income tax provision
|
| |
$(2,485)
|
| |
$(1,079)
|
| |
$(1,406)
|
| |
$(1,192)
|
| |
$(5,019)
|
| |
$3,827
|
|
Effective tax rate
|
| |
39.79%
|
| |
24.18%
|
| |
15.61%
|
| |
6.03%
|
| |
23.71%
|
| |
(17.68)%
|
The Company is subject to taxation in the U.S. and various states
jurisdictions. ASC Topic 740, Income Taxes (“ASC 740”) indicates that the statutory income tax rate of a foreign reporting entity be used when preparing the rate reconciliation disclosure. As such, the Company and its wholly owned subsidiaries
use the statutory income tax rate in the Cayman Islands, which is 0%. The change in the effective tax rate for the three and nine months ended September 30, 2022 when compared to the three and nine months ended September 30, 2021, was primarily
attributable to the change in pre-tax earnings, U.S. federal and state income taxes, unit-based compensation, foreign derived intangible income deduction and other permanent differences.
The computation of the estimated annual effective income rate at
each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and tax in foreign jurisdictions and
permanent and temporary differences. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained or the Company’s tax environment changes. To the extent
that the estimated annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in the income tax provision in the quarter in which the change occurs.
The Company remains subject to examination for federal and state
income tax purposes for the tax years ending 2016 and forward. The Company does not anticipate a significant change in its uncertain tax benefits over the next 12 months.
4. Other Current Assets
Other current assets consist of the following:
|
|
| |
September 30,
2022
|
| |
December 31,
2021
|
|
Deferred transaction costs
|
| |
$8,086
|
| |
$—
|
|
Income tax receivable
|
| |
—
|
| |
3,274
|
|
Other current assets
|
| |
1
|
| |
34
|
|
|
| |
$8,087
|
| |
$3,308
|
5. Promissory Note from a Related Party
On April 27, 2021, Catapult GP II LLC (“Catapult GP II”), a
related party wherein certain members of Catapult GP II are executives of the Company’s subsidiary, Grindr Group, purchased 5,387,194 common units of Grindr Group. In conjunction with the common units purchased, Grindr Group 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, is to be repaid the earlier of 1) the tenth 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 bears interest at 10% per annum on a straight-line basis.
F-117
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
The total amount outstanding on the Note, including interest, was
$30,481 and $32,038 as of September 30, 2022 and December 31, 2021, respectively. The Note and the related accrued interest are reflected as a reduction to equity in the condensed consolidated statements of members’ equity.
6. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the
following:
|
|
| |
September 30,
2022
|
| |
December 31,
2021
|
|
Settlement payable of incentive units on 2016 Plan
|
| |
$2,108
|
| |
$1,060
|
|
Income, sales and other taxes payable
|
| |
2,677
|
| |
631
|
|
Accrued professional service fees
|
| |
1,452
|
| |
184
|
|
Accrued legal expenses
|
| |
1,185
|
| |
196
|
|
Accrued infrastructure expenses
|
| |
567
|
| |
—
|
|
Employee compensation and benefits
|
| |
477
|
| |
320
|
|
Settlement payable to a former director of Grindr Group
|
| |
406
|
| |
204
|
|
Deferred rent
|
| |
362
|
| |
196
|
|
Other accrued expenses
|
| |
1,162
|
| |
715
|
|
|
| |
$10,396
|
| |
$3,506
|
7. Debt
Total debt for the Company is comprised of the following:
|
|
| |
September 30,
2022
|
| |
December 31,
2021
|
|
Credit Agreement
|
| |
|
| |
|
|
Current
|
| |
$5,040
|
| |
$3,840
|
|
Non-current
|
| |
192,900
|
| |
136,320
|
|
|
| |
197,940
|
| |
140,160
|
|
Less: unamortized debt issuance costs
|
| |
(3,237)
|
| |
(3,041)
|
|
|
| |
$194,703
|
| |
$137,119
|
On June 10, 2020, Grindr Gap LLC and Grindr Capital LLC, wholly
owned subsidiaries of the Company, entered into a credit agreement (the “Credit Agreement”) which permitted the Company to borrow up to $192,000.
Borrowings under the agreement are collateralized by the capital
stock and assets of certain wholly owned subsidiaries of the Company. The Company’s obligation under the Credit Agreement is guaranteed by certain of the Company’s wholly owned subsidiaries.
Borrowings under the Credit Agreement are payable in full on
June 10, 2025 with mandatory principal repayments beginning in the first quarter of 2021. Mandatory repayments are equal to 0.50% of the original principal amount of the Credit Agreement. The Company is also required to make mandatory
prepayments of the Credit Agreement, commencing with the fiscal year ending December 31, 2020, equal to a defined percentage rate (determined based on the Company’s leverage ratio) of excess cash flows. No such prepayment was required for the
three and nine months ended September 30, 2022 and 2021.
Borrowings under the Credit Agreement are Index Rate Loans or
LIBOR Rate Loans, at the Company’s discretion. Index Rate Loans bear interest at Index Rate plus applicable margin based on the consolidated total leverage ratio, or 7%. LIBOR Rate Loans bear interest at LIBOR Rate plus an applicable margin
based on the consolidated total leverage ratio, or 8%. The interest rates in effect as of September 30, 2022 and December 31, 2021 were 10.3% and 9.5%, respectively, based on the LIBOR Rate.
F-118
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
The Credit Agreement also required the Company to make a lump-sum
principal repayment in the amount equal to $48,000 plus related accrued interest on or before February 28, 2021. This repayment date was amended to November 30, 2021 based on the first amendment to the Credit Agreement entered into on
February 25, 2021. In addition to the mandatory repayment, the Company was required to pay a premium of 10% of the principal repayment, or $4,800, together with the mandatory lump-sum principal repayment.
The premium was accrued over the term of the Credit Agreement
through the initial repayment date in February 2021. For the nine months ended September 30, 2021, $1,118 of the premium was accrued and recognized as interest expense in “Interest expense, net” in the condensed consolidated statements of
operations and comprehensive loss. The Company paid the mandatory lump-sum principal and premium in November 2021.
On June 13, 2022, a second amendment to the Credit Agreement was
entered into which allowed the Company to borrow an additional $60,000, which the Company drew in conjunction with the closing of the amendment. The second amendment to the Credit Agreement was accounted for as a debt modification. The Company
capitalized and paid debt issuance costs totaling $955 in conjunction with the second amendment. The borrowing under the second amendment has the same terms as the Credit Agreement and is payable in full on June 10, 2025.
The obligations under the Credit Agreement are subject to
automatic acceleration upon a voluntary or involuntary bankruptcy event of default and are subject to acceleration at the election of the lenders upon the continuance of any other event of default, including a material adverse change in the
business, operations or conditions of the Company, or SVA’s default on the Deferred Payment resulting from the Company’s acquisition of Grindr, Inc. from Kunlun. A default interest rate of an additional 2% per annum will apply on all
outstanding obligations during the occurrence and continuance of an event of default. If an event of default occurs on or prior to June 10, 2022, an additional premium will be charged equal to all unpaid interest that would have accrued until
the date that is 24 months after the inception of the Credit Agreement. The Credit Agreement includes restrictive non-financial and financial covenants, including the requirement to maintain a total leverage ratio no greater than 4.75:1.00
prior to and through March 31, 2022, and no greater than 3.25:1.00 thereafter. As of September 30, 2022 and December 31, 2021, the Company was in compliance with the financial debt covenants.
The fair value of the Deferred Payment balance was measured by the
discounted cash flow method using observable market data consisting of interest rates based on institutions with similar credit ratings, which the Company classifies as a Level 2 input within the fair value hierarchy. The Deferred Payment does
not bear any interest, with $75,000 payable on the second anniversary of the closing date and $155,000 payable on the third anniversary of the closing date. The estimated fair value of the Deferred Payment as of September 30, 2022 was $137,136
and as of December 31, 2021 the carrying value of the Deferred Payment approximated the fair value.
The fair values of the Company’s Credit Agreement balances were
measured by the discounted cash flow method or comparing their prepayment values and observable market data consisting of interest rates based on similar credit ratings, which the Company classifies as a Level 2 input within the fair value
hierarchy. The estimated fair value of the Credit Agreement balances as of September 30, 2022 and December 31, 2021 was $189,746 and $142,963, respectively.
8. Commitments and Contingencies
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. Currently, it is too early to determine the outcome and probability of any legal proceedings and whether they would have a material adverse
effect on the Company’s business. As of September 30, 2022 and December 31, 2021, there were no amounts accrued that the Company believes would be material to its financial position.
F-119
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
In January 2020, the Norwegian Consumer Council (“NCC”) submitted
three complaints to the Norwegian Data Protection Authority, (“NDPA”). Datatilsynet, under Article 77(1) of the General Data Protection Regulation (“GDPR”) against the following parties: (1) Grindr and AdColony; (2) Grindr, Twitter, AppNexus,
and OpenX; and (3) Grindr, and Smaato. The complaints reference a report entitled “Out Of Control: How consumers are exploited by the online advertising industry”. The NCC argued that (1) the Company lacks valid consent for data sharing,
(2) the Company shares personal data under Article 9 and does not have a legal basis for processing personal data under article 9, and (3) the Company does not provide clear information about data sharing, which infringes the principle of
transparency in Article (5)(1)(a) GDPR. In April 2020, the Company received an Order to Provide Information from the Datatilsynet. The Company responded to this Order and provided information to Datatilsynet in May 2020. In January 2021, the
Datatilsynet sent the Company an “Advance notification of an administrative fine” of 100,000 NOK (the equivalent of approximately $9,300 using the exchange rate as of September 30, 2022) for an alleged infringement of the GDPR. This was notice
of a proposed fine to which Grindr was entitled to respond before Datatilsynet made a final decision. Datatilsynet alleged (i) that Grindr disclosed personal data to third party advertisers without a legal basis in violation of Article 6(1)
GDPR and (ii) that Grindr disclosed special category personal data to third party advertisers without a valid exemption from the prohibition in Article 9(1) GDPR. Grindr responded to the Advance notification on March 8, 2021, to contest the
draft findings and fine. A redacted copy of Grindr’s response was made public. On April 29, 2021, Datatilsynet issued its Order To Provide Information - Grindr - Data Processors, asking, among other things, whether Grindr considered certain ad
tech partners to be processors or controllers. Datatilsynet later extended the deadline to respond to June 2, 2021, and Grindr sent a response to Datatilsynet on that date. On October 11, 2021, Datatilsynet sent the Company a letter concerning
Grindr’s reply to the Advance notification. In the letter, Datatilsynet clarified that the Advance notification only “pertains to data subjects on Norwegian territory,” and advised the Company of two additional complaints that had been filed
(one in March 2021 and the other in September 2021) with Datatilsynet by the Norwegian Consumer Council. Datatilsynet requested any further comments or remarks to the Advance notification by November 1, 2021, but later extended the deadline to
November 19, 2021. On November 19, 2021, Grindr served a response to Datatilsynet’s October 11, 2021 letter. On November 26, 2021, Datatilsynet requested any redactions to the response based upon the expectation that third parties may request a
copy of Grindr’s November 19, 2021 response, and Grindr proposed redactions on the same day.
In December 2021, Datatilsynet issued a reduced administrative
fine against the Company in the amount of 65,000 NOK, or approximately $6,045 using the exchange rate as of September 30, 2022, with an extended deadline for the Company to appeal through February 14, 2022. On February 14, 2022, Grindr filed an
appeal brief with the DPA. It is too early to determine the probability of there being any further proceedings, the outcome of any such proceedings, and whether such proceedings may have a material adverse effect on the Company’s business,
including because of the uncertainty of (i) the ultimate amount of the fine imposed, and (ii) whether Grindr may determine to appeal or further contest the fine. As a result, an estimate of the ultimate loss cannot be made at this time. It is
at least reasonably possible that a change in the administrative fine may occur in the near term.
In Summer of 2018, Grindr was informed by multiple State Attorneys
General (the “Multistate”) that the Multistate was opening a formal investigation into the Company’s sharing of users’ HIV status and last tested date with third parties, and its security and processing of user geolocation information. Since
August 2018 the Company has responded to multiple requests for information. In November 2020, the Multistate contacted the Company with its expected claims and findings and general proposed settlement terms that included a settlement of
$11,000. The Company responded in February 2021 by providing the Multistate with a white paper detailing why the Multistate’s claims are factually and legally deficient. The Company also met with the Multistate and presented its arguments via a
presentation. In May 2021, the Multistate contacted Grindr to request an extension of the tolling agreement from June 1, 2021 to October 1, 2021. On May 30, 2021, Grindr entered into a tolling agreement extension with the State Attorneys
General of Arkansas, Indiana, New Jersey, North Carolina, Oregon, Vermont, and Washington, extending the tolling agreement from June 1, 2021 to August 1, 2021. In June 2021, the New Jersey Attorney General served supplemental requests on Grindr
seeking, among other things, additional information related to matters discussed in Grindr’s February 2021 white paper, as well as documents regarding submissions made by Grindr to Datatilsynet. In July 2021, Grindr served initial responses and
objections to the New Jersey Attorney General’s supplemental requests and subsequently agreed to an extension of the tolling agreement from August 1, 2021 to October 1, 2021. Since that
F-120
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
time, the New Jersey Attorney General agreed to limit the scope of the supplemental
requests, and Grindr agreed to provide certain information in response to the supplemental requests. In addition, Grindr agreed to enter into an additional tolling agreement extension with the State Attorneys General of Arkansas, Indiana, New
Jersey, North Carolina, Oregon, Vermont, and Washington, extending the tolling agreement from October 1, 2021 to March 31, 2022. On March 16, 2022, May 27, 2022 and July 5, 2022, Grindr entered into an additional extensions of the tolling
agreement with the Attorneys General until May 30, 2022, June 30, 2022 and September 1, 2022. In October 2021, Grindr served an initial response to the New Jersey Attorney General’s supplemental requests, with additional responses to
supplemental requests served in November and December 2021. In January 2022, Grindr submitted responses to the New Jersey Attorney General’s follow-up questions regarding the Company’s inquiry in response to The Pillar blog. On October 6, 2022,
the Company was advised by the Multistate that the investigation has been closed without action and with no further action anticipated. See Note 12 for additional information.
In December 2020, Grindr 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 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. In
June 2021, the petitioner attempted service of the statement of claims and the associated filings (all in translated form as required under applicable law) on Grindr. In November 2021, Grindr filed an initial response to the plaintiff’s
Statement of Claim challenging the effectiveness of service. The plaintiff then filed opposition to Grindr’s service-related motion, raising a series of technical challenges. During the Israeli court hearing in January 2022, the Israeli court
directed the plaintiff to start the service process from the beginning by seeking court permission to pursue international service on Grindr. On February 8, 2022, the Court formally permitted the Plaintiff, in ex parte, to serve the Company
outside the jurisdiction. The Company should file its response to the Motion for certification (and/or preliminary jurisdictional motions) within 90 days from the date it is served. On March 30, 2022, Grindr received a package via U.S. Mail
with the case documents. Grindr’s local Israeli counsel is preparing a motion seeking the court’s preliminary ruling on the question of applicable law. On July 5, 2022, the Company filed a motion to determine the governing law. Grindr believes
that the claims lack merit, and it continues to consider and evaluate an appropriate response. At this time, this matter remains in its nascent stages, and it is too early to determine the likely outcome of this proceeding or whether the
proceeding may ultimately have a material adverse effect on the Company’s business, including because of the uncertainty of (i) whether Grindr will incur a loss, (ii) if a loss is incurred, what the amount of that loss may be, and (iii) whether
Grindr may determine to appeal or further contest the loss.
9. Distributions
On June 10, 2022, the Board of Managers of Grindr Group, a
subsidiary of the Company, approved a special distribution of $0.75 per unit of Grindr Group Series X Ordinary Units, amounting to $83,313 to Series X Ordinary Unit holders as of the close of business on June 10, 2022. The distribution was
partially paid in June 2022, and the balance was fully paid in July 2022.
10. Unit-based Compensation
The unit-based compensation expense is related to the grant of
unit options and restricted units granted under the Grindr Group 2020 Plan and the grant of SVE’s Series P Units to Catapult Goliath LLC (“Catapult Goliath”), a related party that liquidated prior to the Closing and distributed its holdings to
its members, some of whom were former officers of the Company. The unit-based compensation expense for SVE’s Series P Units has been recorded in the Company’s condensed consolidated financial statements with a corresponding credit to equity as
noncontrolling interest.
F-121
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
Grindr Group 2020 Plan
Unit options
The following table summarizes the key input assumptions used in
the Black-Scholes option-pricing model to estimate the fair value of unit options granted for the nine months ended September 30, 2022 and 2021:
|
|
| |
Nine Months Ended September 30,
|
|||
|
|
| |
2022
|
| |
2021
|
|
Expected life of units (in years)(1)
|
| |
4.57 - 4.61
|
| |
4.55 - 4.61
|
|
Expected unit price volatility(2)
|
| |
56.39% - 60.87%
|
| |
48.20% - 56.46%
|
|
Risk free interest rate(3)
|
| |
1.37% - 3.05%
|
| |
0.32% - 0.78%
|
|
Expected dividend yield(4)
|
| |
—%
|
| |
—%
|
|
Weighted average grant-date fair value per unit of unit options granted
|
| |
$2.75 - $5.81
|
| |
$1.80 - $2.17
|
|
Fair value per common unit
|
| |
$5.89 - $11.13
|
| |
$4.50 - $4.98
|
|
(1)
|
The expected term for award is determined using the simplified method, which estimates the expected term using the contractual
life of the option and the vesting period.
|
|
(2)
|
Expected volatility is based on historical volatilities of a publicly traded per group over a period equivalent to the
expected term of the awards.
|
|
(3)
|
The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the
expected term of the awards.
|
|
(4)
|
Prior to June 10, 2022, Grindr Group has not historically paid cash dividends on its common units. On June 10, 2022, Grindr
Group’s Board of Managers approved a special distribution as described in Note 9, and does not expect to pay any normal course cash dividends on its common units in the foreseeable future.
|
The following table summarizes the unit option activity for the nine
months ended September 30, 2022:
|
|
| |
Number of
Options
|
| |
Weighted
Average
Exercise
Price
|
|
Outstanding at December 31, 2021
|
| |
3,442,397
|
| |
$4.97
|
|
Granted
|
| |
867,050
|
| |
$10.37
|
|
Exercised
|
| |
(240,205)
|
| |
$4.73
|
|
Forfeited
|
| |
(886,519)
|
| |
$4.63
|
|
Outstanding at September 30, 2022
|
| |
3,182,723
|
| |
$6.56
|
San Vicente Equity Joint Venture LLC (“SVE”)
Series P Profit Units (“Series P”)
A summary of Series P Units activity for the nine months ended
September 30, 2022 is presented below:
|
|
| |
Number of
Units
|
| |
Weighted
Average Fair
Value(1)
|
|
Unvested at December 31, 2021
|
| |
4,306,636
|
| |
$2.07
|
|
Vested
|
| |
(3,293,464)
|
| |
$5.36
|
|
Unvested at September 30, 2022
|
| |
1,013,172
|
| |
$7.32
|
|
(1)
|
The weighted average fair value for unvested Series P units at December 31, 2021 is based on the grant date fair value. The
weighted average fair value of the vested Series P units in 2022 and the unvested Series P units at September 30, 2022 considered the remeasured fair value of Series P upon modification (discussed below).
|
There were no Series P units granted during the nine months ended
September 30, 2022 and 2021.
F-122
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
Modification of Series P Units
On May 9, 2022, SVE and Catapult Goliath entered into an agreement
to amend the vesting requirement for the Series P Units (the “Modification”). Under the Modification, the Series P Units performance-based vesting target was amended to time-based vesting and the Series P Units will vest as follows: (1) 40%
immediately as of the date of modification (the “First Tranches”), and (2) 20% each on June 30, 2022, September 30, 2022 and December 31, 2022 (the “Second Tranches”). Additionally, the requisite services under the consulting agreement have
been removed as a condition to vesting.
The vesting requirements for the First Tranches originally
consisted of requisite services under a consulting agreement and performance-based targets, and all performance-based targets were met. As such, the Company accounted for the modification in the First Tranches as a Type I modification (probable
to probable). As the modification only results in the acceleration of service-based vesting and does not involve any other changes, there was no incremental fair value upon modification. The Company recognized $2,285 incremental unit-based
compensation during the nine months ended September 30, 2022 for the First Tranches as it relates to the units vested immediately upon the date of modification.
The vesting requirements for the Second Tranches originally
consisted of requisite services under a consulting agreement and performance-based targets, and all performance-based targets were not met. As such, the Company accounted for the modification in the Second Tranches as a Type III modification
(improbable to probable). This Type III modification results in a remeasured fair value of $7.32 per share. The remeasured fair value was determined by a probability weighted expected return method by weighting between a going concern scenario
valued using the Option Pricing Method and a reverse merger scenario value using the equity value in the merger agreement. The incremental aggregate unit-based compensation related to the modification was $22,249. The Company recognized $19,217
of incremental unit-based compensation expense during the nine months ended September 30, 2022 for the Second Tranches.
Prior to the Closing, Catapult Goliath was liquidated and
distributed its holdings to its members, some of whom were former officers of the Company.
Unit-based compensation information
The following table summarizes unit-based compensation expenses
for the three and nine months ended September 30, 2022 and 2021, respectively:
|
|
| |
Three Months Ended
September 30,
|
| |
Nine Months Ended
September 30,
|
||||||
|
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
|
Selling, general and administrative expenses
|
| |
$9,435
|
| |
$593
|
| |
$22,870
|
| |
$1,623
|
|
Product development expenses
|
| |
251
|
| |
71
|
| |
483
|
| |
183
|
|
|
| |
$9,686
|
| |
$664
|
| |
$23,353
|
| |
$1,806
|
Unit-based compensation expense that was capitalized as an asset
was $54 and $32 for the three months ended September 30, 2022 and 2021, respectively. Unit-based compensation expense that was capitalized as an asset was $108 and $78 for the nine months ended September 30, 2022 and 2021, respectively.
11. Related Parties
For the three months ended September 30, 2022 and 2021, the
Company paid advisor fees and out-of-pocket expenses amounting to $175 and $262 to two individuals who hold ownership interest in the Company, respectively. For the nine months ended September 30, 2022 and 2021, the Company paid advisor fees
and out-of-pocket expenses amounting to $606 and $644 to two individuals who hold ownership interest in the Company, respectively.
See Note 5 and Note 10 for additional related party transactions with Catapult GP II and Catapult Goliath.
F-123
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
12. Subsequent Events
The Company has evaluated subsequent events through November 23,
2022, the date the condensed consolidated financial statements were available to be issued and concluded that no subsequent events have occurred that would require recognition in the Company’s condensed consolidated financial statements or
disclosures in the notes to the condensed consolidated financial statements herein, other than already discussed in the notes above and below.
On October 6, 2022, the Company was advised by the Multistate that
the investigation discussed in Note 8 has been closed without action and with no further action anticipated. While this particular investigation concluded in the Company’s favor, the Company may in the
future be the subject of similar types of investigations or proceedings, which could result in substantial costs and a diversion of the Company’s management’s attention and resources.
On October 14, 2022, a new entity, San Vicente Investments II,
Inc. (“SV Investments II”) was formed. On October 21, 2022, San Vicente Investments, Inc. (“SV Investments”) contributed its 100% ownership interest in San Vicente Offshore Holdings (Cayman) Limited (“SV Cayman”) in exchange for the issuance of
100% of the share capital of SV Investments II to it, resulting in SV Cayman being wholly owned by SV Investments II and SV Investments becoming the indirect owner of 100% of SV Cayman. The creation of SV Investments II and subscription in
shares in SV Investments II in exchange for ownership interests of SV Cayman is a common control transaction. SV Investments II and SV Cayman have a common parent, SV Investments, since their inception dates. As a shell company, SV Investments
II has no other assets, liabilities or activities of its own. The transfer of SV Cayman ownership interests to SV Investments II is accounted for by SV Investments II on October 21, 2022, when the transfer was effective.
Grindr Group and Tiga Acquisition Corp., a special purpose
acquisition company (“Tiga” or the “SPAC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) on May 9, 2022. On November 1, 2022, Grindr Group and Tiga announced that the Securities and Exchange Commission had declared
effective the Form S-4 in connection with the Merger Agreement. On November 18, 2022, following the approval of the stockholders at Tiga at its Extraordinary General Meeting held on November 15, 2022, pursuant to the terms of the Merger
Agreement, Grindr Group and Tiga completed the closing of the transaction contemplated by the Merger Agreement (the “Closing”). The transaction provided Grindr Group with $105,094 of gross proceeds. Upon Closing, the combined company was
renamed Grindr Inc. and is trading on the New York Stock Exchange under the ticker “GRND”. The transaction is accounted for as a reverse recapitalization and Grindr Group has been determined to be the accounting acquirer.
On November 14, 2022, Grindr Gap LLC and Grindr Capital LLC,
wholly owned subsidiaries of Grindr Group entered into an amendment to the Credit Agreement which allowed Grindr Group to borrow multiple term loans (the “Amendment”). The term loans have the following maximum commitment amounts, $140,800
(“Supplemental Facility I”), and $30,000 (“Supplemental Facility II”). On November 14, 2022 and November 17, 2022, Grindr Group fully committed the full amount for Supplemental Facility I and Supplemental Facility II, respectively. The debt
issuance costs related to the Amendment is $3,387 and $750 for Supplemental Facility I and Supplemental Facility II, respectively. All borrowings under the Amendment bear interest at the Secured Overnight Financing Rate (“SOFR”), with an
applicable floor, plus an applicable margin as determined by Grindr Group’s net leverage ratio. For Supplemental Facility I, Grindr Group is required to make quarterly amortization payments of $704 on the next business day of the end of each
March, June, September and December, beginning in June 2023, with the remaining aggregate principal amount payable on the maturity date on November 14, 2027 (“Supplemental Facility I Maturity Date”). The Supplemental Facility I Maturity Date
may be accelerated if certain loans in the existing Credit Agreement or Supplemental Facility II are not repaid on or before their respectively maturity dates. For Supplemental Facility II, Grindr Group is required to make amortization payments
of $7,500 on the next business day of the end of June 2023 and December 2023, with the remaining aggregate principal amount payable on the maturity date on May 17, 2024.
On November 14, 2022, ahead of the close of the transaction
described above, the Board of Managers of Grindr Group approved a distribution of $2.55 per unit of Series X Ordinary Units of Grindr Group, amounting to $283,801 to Series X Ordinary Unit holders as of the close of business on November 14,
2022 (the “Distribution”).
F-124
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands,
except per unit amounts and unit data)(continued)
As part of the Distribution, $155,000 was issued to Group Holdings in the form of a
promissory note (the “Promissory Note”) on November 15, 2022. The Promissory Note, which would bear interest at 4.03% per annum beginning thirty days after issuance, was to be repaid no later than January 15, 2023 with all accrued interest.
Group Holdings in turn issued promissory notes to its parent companies SVE and SVG totaling $155,000, SVE in turn issued a promissory note for its pro rata portion to SVG, and SVG issued a promissory note in the amount of $155,000 to San
Vicente Parent LLC (a wholly owned subsidiary of SV Cayman, “SV Parent”). In addition, Catapult GP II elected to apply a portion of its distribution totaling $13,737 as a partial payment of the Note described in Note 5, in the amount of $12,020, which comprised $1,280 of the accrued interest and $10,740 of the principal. The Distribution, excluding any amounts related to the items described above, was paid on various dates in November
2022.
On November 15, 2022, Tiga Sponsor LLC (the “SPAC Sponsor”)
assigned the rights and obligations under a forward purchase agreement (“FPA”) to SV Parent for $100,000 consideration. The FPA provided for the purchase of an aggregate of 5,000,000 Class A ordinary shares, plus an aggregate of 2,500,000
redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $50,000, or $10.00 per Class A ordinary share. Pursuant to the FPA, the forward purchaser was also granted an option to
subscribe, in the forward purchaser’s sole discretion, for an additional 5,000,000 Class A ordinary shares plus an additional 2,500,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an additional purchase
price of $50,000, or $10.00 per Class A ordinary share. In addition, on November 15, 2022, SV Parent transferred $100,000 cash to the SPAC trust account, which was released on November 18, 2022 to Grindr Inc. as an equity contribution. In
consideration for Grindr Group’s assumption of SV Parent’s rights to receive the securities issuable by the SPAC Sponsor under the FPA, Grindr Group issued 7,127,896 Series X Ordinary Units to SV Cayman and entered into that certain warrant
agreement with SV Cayman, pursuant to which, SV Cayman was entitled to purchase 3,563,948 Series X Ordinary Units of Grindr Group at a purchase price per share of $16.13. Such warrant and the Series X Ordinary Units were ultimately exchanged at
the Closing into shares of Grindr Inc. Common Stock and a warrant to purchase shares of Grindr Inc. Common Stock in accordance with the terms of the Merger Agreement.
On November 16, 2022, SVE was liquidated and Group Holdings, SVG,
SVA, SV Parent, SV Cayman, and SV Investments II merged down with and into Grindr Group. The mergers up to the SV Parent level resulted in all of the intercompany promissory notes being canceled, and the merger of SV Parent into Grindr Group
resulted in Grindr Group assuming the $155,000 Deferred Payment to Kunlun with a carrying value of $142,750 as of November 16, 2022. On November 17, 2022, SV Investments distributed all of its interest and warrants in Grindr Group to
San Vicente Holdings LLC, which subsequently distributed all of its interest and warrants in Grindr Group to its equity holders. The accounting treatment for each of these transactions is reflected as a contribution of assets and liabilities
between entities under common control, which does not result in a change in reporting entity requiring retrospective restatement of the historical financial statements.
In accordance with newly executed agreements between Grindr Group
and Kunlun, the Deferred Payment liability is to be settled within 10 business days of the Closing. Upon the settlement of the Deferred Payment liability, the difference between the carrying value of the Deferred Payment, at the time of
settlement, and the $155,000 obligation will be recognized as a loss on extinguishment of debt in the period it is extinguished.
F-125
To the Members and the Board of Managers of San Vicente Offshore (Cayman) Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of San Vicente Offshore
(Cayman) Limited and Subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income (loss), members' equity and contingently redeemable noncontrolling interest and cash
flows for the year ended December 31, 2021 and the period from February 18, 2020 to December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and the period from February 18,
2020 to December 31, 2020, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in
accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Substantial Doubt About the Company’s Ability to Continue as a Going
Concern
The accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, has a net capital deficiency, and has stated that substantial doubt exists about the Company’s
ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2020.
Los Angeles, California
September 14, 2022
F-126
Consolidated Balance Sheets
(in thousands, except per unit data)
|
|
| |
December 31,
2021
|
| |
December 31,
2020
|
|
Assets
|
| |
|
| |
|
|
Current Assets
|
| |
|
| |
|
|
Cash and cash equivalents
|
| |
$15,778
|
| |
$41,394
|
|
Accounts receivable, net of allowances of $53 and $150 at
December 31, 2021 and 2020, respectively
|
| |
17,885
|
| |
11,833
|
|
Prepaid expenses
|
| |
2,330
|
| |
1,921
|
|
Deferred charges
|
| |
4,611
|
| |
3,243
|
|
Due from related parties
|
| |
—
|
| |
10
|
|
Other current assets
|
| |
3,308
|
| |
16
|
|
Total current assets
|
| |
$43,912
|
| |
$58,417
|
|
Restricted cash
|
| |
1,392
|
| |
1,392
|
|
Property and equipment, net
|
| |
2,374
|
| |
2,866
|
|
Capitalized software development costs, net
|
| |
3,637
|
| |
416
|
|
Intangible assets, net
|
| |
139,708
|
| |
181,874
|
|
Goodwill
|
| |
275,703
|
| |
275,703
|
|
Other assets
|
| |
84
|
| |
121
|
|
Total assets
|
| |
$466,810
|
| |
$520,789
|
|
Liabilities and Members’ Equity
|
| |
|
| |
|
|
Current liabilities
|
| |
|
| |
|
|
Accounts payable
|
| |
$2,437
|
| |
$592
|
|
Accrued expenses and other current liabilities
|
| |
3,506
|
| |
11,002
|
|
Deferred payment
|
| |
70,326
|
| |
—
|
|
Current maturities of long-term debt, net
|
| |
3,840
|
| |
56,266
|
|
Deferred revenue
|
| |
20,077
|
| |
13,530
|
|
Total current liabilities
|
| |
$100,186
|
| |
$81,390
|
|
Deferred payment, non-current
|
| |
125,612
|
| |
169,341
|
|
Long-term debt, net
|
| |
133,279
|
| |
137,667
|
|
Deferred income taxes
|
| |
28,958
|
| |
39,263
|
|
Other non-current liabilities
|
| |
2,405
|
| |
3,125
|
|
Total liabilities
|
| |
$390,440
|
| |
$430,786
|
|
Commitments and Contingencies (Note 12)
|
| |
|
| |
|
|
Contingently Redeemable Noncontrolling Interest
|
| |
|
| |
|
|
Series P preferred units
|
| |
$—
|
| |
$—
|
|
Members’ Equity
|
| |
|
| |
|
|
Ordinary units, par value $0.01
|
| |
$—
|
| |
$—
|
|
Additional paid-in capital
|
| |
95,157
|
| |
94,484
|
|
Accumulated deficit
|
| |
(36,236)
|
| |
(20,192)
|
|
Equity attributable to noncontrolling interests
|
| |
17,449
|
| |
15,711
|
|
Total members’ equity
|
| |
$76,370
|
| |
$90,003
|
|
Total liabilities and members’ equity
|
| |
$466,810
|
| |
$520,789
|
See accompanying notes to consolidated financial statements.
F-127
Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands)
|
|
| |
Year ended
December 31,
2021
|
| |
From February 18,
2020 through
December 31,
2020
|
|
Revenue
|
| |
$145,833
|
| |
$61,078
|
|
Operating costs and expenses
|
| |
|
| |
|
|
Cost of revenue (exclusive of depreciation and
amortization shown separately below)
|
| |
37,358
|
| |
18,467
|
|
Selling, general and administrative expense
|
| |
30,618
|
| |
15,271
|
|
Product development expense
|
| |
10,913
|
| |
7,278
|
|
Depreciation and amortization
|
| |
43,234
|
| |
17,639
|
|
Total operating costs and expenses
|
| |
$122,123
|
| |
$58,655
|
|
Income (loss) from operations
|
| |
$23,710
|
| |
$2,423
|
|
Other (expense) income
|
| |
|
| |
|
|
Interest (expense) income, net
|
| |
(45,295)
|
| |
(28,341)
|
|
Other income (expense), net
|
| |
1,288
|
| |
142
|
|
Total other (expense) income
|
| |
$(44,007)
|
| |
$(28,199)
|
|
Net income (loss) before income tax
|
| |
$(20,297)
|
| |
$(25,776)
|
|
Income tax provision (benefit)
|
| |
(4,749)
|
| |
(5,044)
|
|
Net income (loss) and comprehensive income (loss)
|
| |
$(15,548)
|
| |
$(20,732)
|
|
Less: Income/(loss) attributable to noncontrolling interest
|
| |
496
|
| |
(540)
|
|
Net income/(loss) attributable to San Vicente Offshore
Holdings Limited
|
| |
$(16,044)
|
| |
$(20,192)
|
See accompanying notes to consolidated financial statements.
F-128
Consolidated Statements of Members’ Equity
(in thousands, except per unit
amounts and unit data)
|
|
| |
Equity Attributable to San Vicente Offshore Holdings (Cayman) Limited
|
| |
Equity
Attributable to
Noncontrolling
Interests
|
| |
Total Members’
Equity
|
| |
Contingently Redeemable
Noncontrolling Interest
|
|||||||||||||||
|
|
| |
Ordinary Units
(Par value $0.01)
|
| |
Additional
paid-in capital
|
| |
Accumulated
deficit
|
| |
Total
|
| |
Series P Preferred Units
|
||||||||||||
|
|
| |
Units
|
| |
Amount
|
| |
Units
|
| |
Amount
|
|||||||||||||||
|
Balance at February 18, 2020
|
| |
3
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
—
|
| |
$—
|
| |
—
|
| |
—
|
| |
—
|
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(20,192)
|
| |
(20,192)
|
| |
(540)
|
| |
(20,732)
|
| |
—
|
| |
—
|
|
Contribution from Parent
|
| |
|
| |
—
|
| |
78,000
|
| |
—
|
| |
78,000
|
| |
—
|
| |
78,000
|
| |
—
|
| |
—
|
|
Issuance of subsidiary equity
|
| |
—
|
| |
—
|
| |
16,166
|
| |
—
|
| |
16,166
|
| |
23,198
|
| |
39,364
|
| |
—
|
| |
—
|
|
Vested subsidiary Series Y preferred units
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
192
|
| |
192
|
| |
—
|
| |
—
|
|
Unit-based compensation
|
| |
—
|
| |
—
|
| |
318
|
| |
—
|
| |
318
|
| |
414
|
| |
732
|
| |
159,112
|
| |
—
|
|
Repurchase of subsidiary Series Y preferred units
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(7,553)
|
| |
(7,553)
|
| |
—
|
| |
—
|
|
Balance at December 31, 2020
|
| |
3
|
| |
$—
|
| |
$94,484
|
| |
$(20,192)
|
| |
$74,292
|
| |
$15,711
|
| |
$90,003
|
| |
$159,112
|
| |
$—
|
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(16,044)
|
| |
(16,044)
|
| |
496
|
| |
(15,548)
|
| |
—
|
| |
—
|
|
Issuance of subsidiary equity
|
| |
—
|
| |
—
|
| |
17,644
|
| |
—
|
| |
17,644
|
| |
12,356
|
| |
30,000
|
| |
—
|
| |
—
|
|
Promissory note to a related party
|
| |
—
|
| |
—
|
| |
(17,644)
|
| |
—
|
| |
(17,644)
|
| |
(12,356)
|
| |
(30,000)
|
| |
—
|
| |
—
|
|
Interest on the promissory note to a related party
|
| |
—
|
| |
—
|
| |
(1,838)
|
| |
—
|
| |
(1,838)
|
| |
(200)
|
| |
(2,038)
|
| |
—
|
| |
—
|
|
Unit-based compensation
|
| |
—
|
| |
—
|
| |
1,333
|
| |
—
|
| |
1,333
|
| |
1,269
|
| |
2,602
|
| |
600,107
|
| |
—
|
|
Exercise of unit options in subsidiary
|
| |
—
|
| |
—
|
| |
1,178
|
| |
—
|
| |
1,178
|
| |
173
|
| |
1,351
|
| |
—
|
| |
—
|
|
Balance at December 31, 2021
|
| |
3
|
| |
$—
|
| |
$95,157
|
| |
$(36,236)
|
| |
$58,921
|
| |
$17,449
|
| |
$76,370
|
| |
$759,219
|
| |
$—
|
See accompanying notes to consolidated financial statements.
F-129
Consolidated Statements of Cash Flows
(in thousands)
|
|
| |
Year ended
December 31,
2021
|
| |
From February 18,
2020 through
December 31,
2020
|
|
Operating activities
|
| |
|
| |
|
|
Net loss
|
| |
$(15,548)
|
| |
$(20,732)
|
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
| |
|
| |
|
|
Unit-based compensation
|
| |
2,602
|
| |
924
|
|
Gain on Paycheck Protection Program loan forgiveness
|
| |
(1,535)
|
| |
—
|
|
Accretion of premium on debt
|
| |
1,118
|
| |
3,682
|
|
Accretion of interest on deferred payment
|
| |
26,597
|
| |
13,259
|
|
Amortization of debt issuance costs
|
| |
1,180
|
| |
564
|
|
Interest income on promissory note from a related party
|
| |
(2,038)
|
| |
—
|
|
Depreciation and amortization
|
| |
43,234
|
| |
17,639
|
|
Provision for doubtful accounts
|
| |
53
|
| |
150
|
|
Deferred income taxes
|
| |
(10,305)
|
| |
(6,985)
|
|
Fair value of contingent liability
|
| |
—
|
| |
(400)
|
|
Changes in operating assets and liabilities:
|
| |
|
| |
|
|
Accounts receivable
|
| |
(6,105)
|
| |
(2,942)
|
|
Prepaid expenses and deferred charges
|
| |
(1,777)
|
| |
(437)
|
|
Other current assets
|
| |
(3,292)
|
| |
69
|
|
Other assets
|
| |
37
|
| |
304
|
|
Accounts payable
|
| |
1,845
|
| |
(1,846)
|
|
Accrued expenses and other current liabilities
|
| |
(7,473)
|
| |
(3,082)
|
|
Deferred revenue
|
| |
6,547
|
| |
8,624
|
|
Due to/(from) related party
|
| |
10
|
| |
(10)
|
|
Other liabilities
|
| |
(720)
|
| |
821
|
|
Net cash provided by operating activities
|
| |
$34,430
|
| |
$9,602
|
|
Investing activities
|
| |
|
| |
|
|
Cash used in acquiring Grindr Inc., net of cash acquired
|
| |
$—
|
| |
$(263,843)
|
|
Purchase of property and equipment
|
| |
(269)
|
| |
(197)
|
|
Additions to capitalized software
|
| |
(3,528)
|
| |
(951)
|
|
Net cash used in investing activities
|
| |
$(3,797)
|
| |
$(264,991)
|
See accompanying notes to consolidated financial statements.
F-130
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
|
|
| |
Year ended
December 31,
2021
|
| |
From February 18,
2020 through
December 31,
2020
|
|
Financing activities
|
| |
|
| |
|
|
Proceeds from exercise of stock options
|
| |
$1,351
|
| |
$—
|
|
Contribution from Parent
|
| |
—
|
| |
78,000
|
|
Issuance of subsidiary equity
|
| |
—
|
| |
32,000
|
|
Proceeds from issuance of debt
|
| |
—
|
| |
192,000
|
|
Payment of debt
|
| |
(56,640)
|
| |
—
|
|
Payment of debt issuance costs
|
| |
(960)
|
| |
(3,825)
|
|
Net cash (used in) provided by financing activities
|
| |
$(56,249)
|
| |
$298,175
|
|
Net (decrease) increase in cash, cash equivalents and
restricted cash
|
| |
$(25,616)
|
| |
$42,786
|
|
Cash, cash equivalents and restricted cash, beginning of the
period
|
| |
42,786
|
| |
—
|
|
Cash, cash equivalents and restricted cash, end of the
period
|
| |
$17,170
|
| |
$42,786
|
|
Reconciliation of cash, cash equivalents and restricted cash
|
| |
|
| |
|
|
Cash and cash equivalents
|
| |
$15,778
|
| |
$41,394
|
|
Restricted cash
|
| |
1,392
|
| |
1,392
|
|
Cash, cash equivalents and restricted cash
|
| |
$17,170
|
| |
$42,786
|
|
Supplemental disclosure of cash flow information:
|
| |
|
| |
|
|
Cash interest paid
|
| |
$22,751
|
| |
$10,336
|
|
Income taxes paid
|
| |
$9,514
|
| |
$1,730
|
|
Supplemental disclosure of non-cash investing activities:
|
| |
|
| |
|
|
Non-cash capital contribution as part of the purchase
price for acquisition of Grindr Inc.
|
| |
|
| |
|
|
Deferred payment, at fair value
|
| |
$—
|
| |
$156,082
|
|
Issuance of subsidiary Series Y preferred units, at fair value
|
| |
$—
|
| |
$7,364
|
|
Contingent consideration, at fair value
|
| |
$—
|
| |
$400
|
|
Supplemental disclosure of non-cash financing activities:
|
| |
|
| |
|
|
Paycheck Protection Program loan forgiveness
|
| |
$1,535
|
| |
$—
|
See accompanying notes to consolidated financial statements.
F-131
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per unit/share
amounts and unit/share data)
Organization
San Vicente Offshore Holdings (Cayman) Limited was incorporated as
a limited liability company in the Cayman Islands on February 18, 2020. San Vicente Offshore Holdings (Cayman) Limited directly and indirectly holds units of Grindr Group LLC (“Grindr Group” or “Grindr”) through various wholly owned or
partially owned subsidiaries (San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries, collectively referenced as the “Company”).
On June 10, 2020, San Vicente Acquisition LLC (“SVA”), a wholly
owned subsidiary of the Company, purchased 98.59% of Grindr Inc.’s issued and outstanding common stock from Kunlun Group Holdings Limited (“Kunlun”). The remaining 1.41% of Grindr Inc. was held by three former executives through a restricted
share award grant, which was converted to Series Y Preferred Units of Grindr Group. As a result, Grindr Inc. became a wholly owned subsidiary of Grindr Group on June 10, 2020 (the “Acquisition”). See Note 3 for additional information about the
Acquisition.
The Company’s subsidiary, Grindr Group, manages and operates the
Grindr app, a global LGBTQ+ social network platform serving and addressing the needs of the entire LGBTQ+ queer community. The Grindr app is available through Apple’s App Store for iPhones and Google Play for Android. Grindr Group offers both a
free, ad-supported service and a premium subscription version. Grindr Group also manages a dating service app called Blendr, for a broader market.
Grindr Group is a subsidiary of San Vicente Group Holdings LLC
(“Group Holdings”), which is the joint subsidiary of San Vicente Group TopCo LLC (“SVG”), a wholly owned subsidiary of SVA, and San Vicente Equity Joint Venture LLC (“SVE”), a related party and subsidiary of SVA, which is a wholly owned
subsidiary of the Company.
Going Concern
As of December 31, 2021, the Company had cash of $15,778 and had a
liability of $70,326 related to the first installment of the consideration payable to Kunlun, due in June 2022 (“Deferred Payment”, see Note 3). The remaining obligation of $155,000, for which the
carrying value as of December 31, 2021 is $125,612 payable June 2023, which is within twelve months of the date the consolidated financial statements are issued. The Company’s net loss, negative working capital, and net cash provided by
operating cash flows for the year ended December 31, 2021 was $16,044, $56,274, and $34,430, respectively. The Company’s primary source of operating funds since inception has been operating cash flows, cash proceeds from debt, and equity
financing transactions. In light of the maturity date of the Deferred Payment, management evaluated whether there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the
consolidated financial statements are issued. Given the timing of the remaining Deferred Payment due in 2023, management has determined that there is a material uncertainty that may cast significant doubt about the Company’s ability to continue
as a going concern.
The ability of the Company to continue as a going concern is
dependent on management’s continued execution of the Company’s on-going and strategic plans, which include continuing to raise funds through a combination of ongoing operations, equity, and debt issuances. Management is also in the process of
effectuating a merger of Grindr Group, a subsidiary, with Tiga Acquisition Corp (“Tiga”), a special purpose acquisition company and a related party. In accordance with the terms of the Agreement and Plan of Merger with Tiga that was signed on
May 9, 2022, Grindr Group is permitted to distribute up to $370,000 to its members and affiliates to repay the entire Deferred Payment that currently exists with cash from the merger.
There is no assurance that the Company’s plans to raise capital
will be successful. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. As such, the consolidated financial statements have been prepared on a going concern basis. In the
event the Company does not complete this business combination, the Company expects to seek additional funding through debt financings or other capital sources to pay off the Deferred Payment. Although management continues to pursue these plans,
there is no
F-132
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
assurance that the Company will be successful in obtaining sufficient funding on
terms acceptable to the Company to fund continuing operations, if at all. The ability to successfully effectuate the planned merger and obtain funding, therefore, is outside of management’s control and is a material uncertainty that casts
significant doubt upon the Company’s ability to continue as a going concern.
2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
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.
The Company consolidates the accounts of SVE, the noncontrolling
interests of which include ownership interests that meet the definition of contingently redeemable financial instruments for which the ability to redeem is outside the control of the consolidating entity. The contingently redeemable
noncontrolling interest (“CRNCI”) in this subsidiary is shown as a separate caption between liabilities and equity. Any income or losses attributable to the CRNCI are shown as an addition to or deduction from CRNCI in the consolidated balance
sheets. All significant intercompany balances and transactions have been eliminated.
The consolidated financial statements of San Vicente Offshore and
Subsidiaries are comprised of the consolidated balance sheets as of December 31, 2021 and December 31, 2020, and the related consolidated statements of operations and comprehensive income (loss), consolidated statements of members’ equity, and
cash flows for the year ended December 31, 2021 and for the period from February 18, 2020 through December 31, 2020, and the related notes.
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, revenue, 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 useful lives and
recoverability of property and equipment and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for
doubtful accounts; the fair value of acquisition-related contingent consideration arrangements; valuation allowance; unrecognized tax benefits; legal contingencies; and the valuation of unit-based compensation, among others.
Contingently Redeemable Noncontrolling Interest
Per the Amended and Restated Limited Liability Company Agreement
of San Vicente Equity JV LLC (“the SVE LLC Agreement”), the Series P Units (described in Note 15) may only be redeemed upon sale of Grindr Group LLC by the Company, which would require SVE to purchase the outstanding Series P Units. As such,
the CRNCI has continued to be shown as a separate caption between liabilities and equity. The Company has determined that the legal provisions in the SVE LLC Agreement in which there is a noncontrolling interest represent a substantive
profit-sharing arrangement, where the allocation to the members differs from the stated ownership percentages. The Company utilizes the hypothetical liquidation at book value, or HLBV, method for the allocation of profits and losses each
period. Under the HLBV method, the amounts of income and loss attributed to the noncontrolling interests in the consolidated statements of operations and comprehensive income (loss) reflects changes in the amounts each member would
hypothetically receive at each balance sheet date under the liquidation provisions of the SVE Agreement, assuming the net assets of SVE were liquidated at their respective recorded amounts.
F-133
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
Noncontrolling Interest
Noncontrolling interest represents ownership interest in
consolidated subsidiaries held by unrelated third parties, which are not attributable, directly or indirectly, to the Company. Net income is reduced by the portion of net income that is attributable to noncontrolling interests.
Impact of COVID-19
In March 2020, the World Health Organization declared COVID-19 a
global pandemic. The COVID-19 outbreak has reached across the globe, resulting in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans intended to control the spread of the virus.
While restrictions have been lessened and lifted, restrictions
could be increased or reinstated in the future. Although an adverse impact on the Company’s ongoing operations is unlikely, the full magnitude the pandemic will have on the Company remains uncertain and will depend on the duration of the
pandemic, as well as the effectiveness of mass vaccinations and the impact of future variants of the virus. Additionally, changes to estimates related to ongoing COVID-19 disruptions could result in other impacts, including, but not limited to,
goodwill, indefinite-lived intangibles, and long-lived asset impairment charges.
Cash and Cash Equivalents
Cash and cash equivalents consist entirely of cash and money
market accounts. 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.
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, 2021 and December 31, 2020 was related to a letter of credit held with
a financial institution for leased office space secured by the Company as described in Note 12.
Foreign Currency Transactions
Transaction gains and losses denominated in a currency other than
the functional currency are included in “Other income (expense), net” on the consolidated statements of operations and comprehensive income (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.
|
F-134
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
Recurring Fair Value Measurements
Money market funds are measured and recorded at fair value on the
Company’s balance sheets on a recurring basis. The following tables present money market funds and their level within the fair value hierarchy as of December 31, 2021 and 2020:
|
|
| |
Total
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
|
December 31, 2021:
|
| |
|
| |
|
| |
|
| |
|
|
Money market funds
|
| |
$9,648
|
| |
$9,648
|
| |
$—
|
| |
$—
|
|
|
| |
Total
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
|
December 31, 2020:
|
| |
|
| |
|
| |
|
| |
|
|
Money market funds
|
| |
$16,829
|
| |
$16,829
|
| |
$—
|
| |
$—
|
The Company’s remaining financial instruments that are measured at
fair value on a recurring basis consist primarily of cash, accounts receivable, accounts payable, 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 Company discloses the fair value of its debt in Note 11.
The Company does not have any recurring fair value measurements
using significant unobservable inputs (Level 3) as of December 31, 2021 and 2020.
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. See Note 3 for further discussion on the measurement of the assets and liabilities acquired in the Acquisition.
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 are measured at fair value on a nonrecurring basis as a result of impairment reviews and any resulting impairment charge.
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, as described
below. The fair value of the reporting unit or asset groups is determined primarily using cost 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:
|
|
| |
Estimated Useful
Lives
|
|
Computer equipment
|
| |
3 years
|
|
Furniture and fixtures
|
| |
5 years
|
|
Leasehold improvements
|
| |
5 to 10 years
|
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 income (loss).
F-135
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
Business Combinations and Contingent Consideration
Arrangements
The Company allocates the purchase price of acquisitions to the
assets acquired and liabilities assumed based on estimates of their fair values at the date of acquisition, including identifiable intangible assets that arise from a contractual or legal right and are separable from goodwill. The Company
typically engages outside valuation experts to assist in the allocation of purchase price to the identifiable intangible assets acquired, but management has ultimate responsibility for the valuation methods, models, and inputs used, and the
resulting purchase price allocation. The excess of the fair value of purchase price over the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The estimated fair values of these intangible assets are based on
valuations that use information and assumptions that require judgment, including estimating future cash flows or the cost to recreate an acquired asset. Acquisition-related costs are expensed in the periods in which the costs are incurred.
In connection with the business combination described in Note 3, SVA entered into a contingent consideration arrangement that is determined to be part of the purchase price. SVA is the legal obligor of the contingent consideration and the contingent consideration
was recorded at its fair value of $400 in the consolidated financial statements of the Company at the time of the acquisition and is reflected at the current fair value for each subsequent reporting period thereafter until settled. The
contingent consideration arrangement is based on the achievement of an EBITDA target for the 12-month period after the closing date. Such target was not met, and no contingent consideration was paid.
Goodwill and Indefinite-Lived Intangible Assets
The Company assesses goodwill on its one 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 quarters of the fiscal years ended 2021 and 2020 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 impaired 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
F-136
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
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 Long
Lives
Long-lived assets, which consist of property and equipment,
capitalized software, and intangible assets with long lives, are reviewed for impairment whenever events or changes in circumstances indicate that the varying 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
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 of three years.
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 substantially all of its revenue from
subscription revenue and advertising revenue. As permitted under the practical expedient available under ASU 2014-09, 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 monthly subscriptions that are currently offered in one, three, six, and twelve- month lengths. Subscription revenue is presented net of taxes, credits, and chargebacks. Subscribers pay in advance,
primarily through mobile app stores, and, subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is recognized using the
straight-line method over the term of the applicable subscription period.
Indirect Revenue
Indirect revenue consists of advertising revenue and other
non-direct revenue. The Company has contractual relationships with advertising service providers and also directly with advertisers to display advertisements in the
F-137
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
Grindr app. For all advertising arrangements, the Company’s performance obligation is
to provide the inventory for advertisements to be displayed in the Grindr app. For contracts made directly with advertisers, the Company is also obligated to serve the advertisements in the Grindr app. 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 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.
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 uses the practical expedient available under ASU 2014-09 applicable to such contracts and does not consider the time value of money.
Principal/Agent Considerations
In arrangements where another party (e.g., advertising service
provider) is involved in providing advertising services to an advertiser, the Company evaluates whether it is the principal or agent. In instances where the Company does not retain control of advertising inventory and does not have discretion
in establishing price, the Company is the agent. In those cases, the Company does not have discretion to set pricing in its arrangements because it receives a percentage of the amount the advertising service provider charges the advertiser and
it does not have a contractual relationship with the advertiser. Accordingly, the Company recognizes revenue related to advertising service providers on a net basis.
Account Receivables, net of allowance for doubtful accounts
The majority of app users access the Company’s services through
mobile app stores. At December 31, 2021 and December 31, 2020, two mobile app stores accounted for approximately 43.6% and 14.4%, and 43.8% and 15.1%, respectively, of the Company’s gross accounts receivables. 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 include amounts billed and currently due
from advertising customers. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be collected. The allowance for doubtful accounts is based upon a number of factors,
including the length of time accounts receivable are past due, the Company’s previous loss history, and the specific customer’s ability to pay its obligation. 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. The accounts receivable balances, net of allowances, were $17,885 and $11,833 as of
December 31, 2021 and December 31, 2020, respectively. There was no opening balance of accounts receivable, net of allowances, as of February 18, 2020 for the Company.
F-138
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
Deferred Charges
The Company defers certain costs as an asset, primarily mobile app
store distribution fees paid to the Company’s mobile app store download platforms, and recognizes such costs in cost of revenue, along with deferred revenue, as the services are provided, which is consistent with the subscription period. The
fee differs based on the agreed upon percentage depending on the country from which the revenue originated and the length of consecutively paid subscriptions, generally approximating 30.0% of revenues for initial subscriptions. For year ended
December 31, 2021 and for the period from February 18, 2020 through December 31, 2020 the Company recognized cost of revenue of $29,020 and $14,918, respectively, related to these costs.
Contract Liabilities
Deferred revenue consists of advance payments that are received or
are contractually due in advance of the Company’s performance. The Company classifies subscription deferred revenue as current and recognizes revenue ratably over the terms of the applicable subscription period or expected completion of the
performance obligation which range from one to twelve months. The deferred revenue balances were $20,077 and $13,530 as of December 31, 2021 and December 31, 2020 for the Company, respectively.
For the year ended December 31, 2021, the Company recognized
$13,530 of revenue that was included in the deferred revenue balance as of December 31, 2020. There was no opening balance of contract liabilities as of February 18, 2020 for the Company.
Disaggregation of Revenue
The following tables summarizes revenue from contracts with
customers for the year ended December 31, 2021 and for the period from February 18, 2020 through December 31, 2020.
|
|
| |
Year ended
December 31, 2021
|
| |
From
February 18, 2020
through
December 31, 2020
|
|
Direct revenue
|
| |
$116,031
|
| |
$49,268
|
|
Indirect revenue
|
| |
29,802
|
| |
11,810
|
|
|
| |
$145,833
|
| |
$61,078
|
|
|
| |
Year ended
December 31, 2021
|
| |
From
February 18, 2020
through
December 31, 2020
|
|
United States
|
| |
$93,628
|
| |
$34,987
|
|
United Kingdom
|
| |
10,704
|
| |
5,366
|
|
Rest of the world
|
| |
41,501
|
| |
20,725
|
|
|
| |
$145,833
|
| |
$61,078
|
Cost of revenue
Cost of revenue consists primarily of mobile app store
distribution fees, as well as credit card processing 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 of
compensation expense (including unit-based compensation expense) and other employee related costs for personnel engaged in selling and marketing, sales support functions, executive management, finance, legal, tax, and human resources. Selling
expenses also include
F-139
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
advertising, brand marketing, digital and social media spend, and field marketing
expenses. General and administrative expense also include acquisition-related transaction costs, allocated expenses associated with facilities, information technology, external professional services, legal costs and settlement of legal claims
and other administrative expenses.
Product development expense
Product development expense consists primarily of compensation
(including unit-based compensation expense) and other employee-related costs for personnel engaged in the design, development, testing, and enhancement of product offerings and related technology.
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 $1,293 and $461 for the year ended December 31, 2021 and for the period from February 18, 2020 through December 31, 2020, respectively. Advertising costs are included in “Selling, general and administrative expense” in the consolidated
statements of operations and comprehensive income (loss).
Leases
Rent expense is recorded on a straight-line basis over the lease
term. The difference between cash payments for rent and the expense recorded is reported as current and non-current deferred rent within accrued expenses and other current liabilities, other current assets, other long-term liabilities, and
other assets, respectively, in the accompanying consolidated balance sheets.
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. De-recognition 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.
Unit-based Compensation
Compensation expense related to employee and non-employee
unit-based awards is measured and recognized in the consolidated financial statements based on the fair value of the awards granted. The Company’s subsidiary Grindr Group has granted unit options and restricted unit awards to employees that
vest based solely on continued
F-140
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
service, or service conditions. The fair value of each option award containing
service conditions is estimated on the grant date using the Black-Scholes option-pricing model. For service condition unit options, unit-based compensation expense is recognized on a straight-line basis over the requisite service periods of the
awards, which is generally four years. Forfeitures of unit-based compensation awards are recognized as they occur.
Unit-based compensation includes compensation expense related to
the grant of service-based unit options granted under the 2020 Plan of Grindr Group and the service-based and performance-based Series P Units of SVE (defined in Note 15) granted by SVE to Grindr Group
employees and consultants.
The estimated fair value of the performance-based profit units
awards is determined using the Black-Scholes valuation model which approximated the option pricing model valuation model. Performance-based profit units require management to make assumptions regarding the likelihood of achieving Grindr Group’s
performance goals and the Company recognizes compensation expense when the likelihood of the achievement of the performance-based criteria is probable, using an accelerated attribution method. Forfeitures are recognized as they occur.
Determining the fair value of unit-based awards at the grant date
requires judgment. The Company’s use of the Black-Scholes option-pricing model requires the input of subjective assumptions, such as the fair value of the ordinary units, the expected term of the option, the expected volatility of the price of
the Company’s ordinary units, risk-free interest rates, the expected dividend yield of the Company’s ordinary units, and the expected term option holders will retain their vested awards before exercising them. The assumptions used in the
Company’s valuation models represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s unit-based
compensation expense could be materially different in the future.
In addition, given the absence of a public trading market, the
Board of Directors and the Board of Managers, along with management, exercise reasonable judgment and considered numerous objective and subjective factors to determine the fair value of the Company’s ordinary units including, but not limited
to: (i) contemporaneous valuations performed by an independent valuation specialist; (ii) the Company’s operating and financial performance; (iii) issuances of preferred and ordinary units; (iv) the valuation of comparable companies;
(v) current condition of capital markets and the likelihood of achieving a liquidity event, such as an initial public offering; and (vi) the lack of marketability of its ordinary units.
See Note 15 to the financial statements for a discussion of the
Company’s unit-based compensation plans.
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 its cash balances with one major commercial bank. 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. Management does not believe the Company is exposed to any significant credit risk in connection with cash,
cash equivalents or restricted cash.
For the year ended December 31, 2021, no customers accounted for
10.0% or more of the Company’s revenue, and three vendors accounted for 54.5%, 23.2% and 12.3% of the Company’s cost of revenue.
For the period from February 18, 2020 through December 31, 2020,
no customers accounted for 10.0% or more of the Company’s revenue, and three vendors accounted for 58.4%, 22.4% and 10.5% of the Company’s cost of revenue.
As of December 31, 2021, one customer accounted for 10.5% of the
Company’s accounts receivables, and four vendors accounted for 23.9%, 23.2%, 12.3% and 10.2% of the Company’s accounts payable balance.
As of December 31, 2020, no customer accounted for 10.0% or more
of the Company’s accounts receivables, and two vendors accounted for 43.1% and 22.1% of the Company’s accounts payable balance.
F-141
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
Recently Adopted 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 ASC are communicated through issuance of an Accounting Standards Update (“ASU”).
As an “emerging growth company”, as defined in Section 2(a) of the
Securities Act 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). The JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting
standards applicable to public companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act. This election allows the Company to delay
the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. The adoption dates discussed below reflect this election.
Effective January 2021, the Company adopted ASU 2021-01, Reference
Rate Reform (Topic 848): Scope, which amended ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting and Topic 848 to clarify the scope and availability of expedients for certain derivative instruments affected
by reference rate reform. The Company adopted this standard on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final Update, up to the date that
financial statements are available to be issued. As the Company has not had any amendments to its interest rate during the year, there is no immediate impact on the consolidated financial statements and related disclosures for the year ended
December 31, 2021. The future election and application of these expedients are not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.
Effective January 1, 2021, the Company prospectively adopted ASU
2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which requires the accounting for
implementation costs in a cloud computing or hosting arrangement that is a services contract to follow the internal-use software guidance of ASC 350-40, Intangibles – Goodwill and Other, Internal-use Software, to determine which implementation
costs to capitalize as an asset related to the service contract and which costs to expense. This ASU requires up-front implementation costs incurred in a cloud computing or hosting arrangement that is a service contract to be amortized to
hosting expense over the term of the arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. The adoption of this new guidance did not have an impact on the Company’s consolidated financial
statements and related disclosures.
Effective January 1, 2020, the Company early adopted ASU 2017-04
(Topic 350) Intangibles—Goodwill and Other Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by removing Step 2 from the goodwill impairment test. Under the amended guidance, a goodwill
impairment charge will now be recognized for the amount by which the carrying value of a reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill. In addition, income tax effects from any tax-deductible goodwill on
the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The ASU is applied on a prospective basis for interim and annual periods. The adoption of this guidance does not have an
immediate impact on the consolidated financial statements and related disclosures. The Company concluded that there were no goodwill impairment indications as of or for the years ended December 31, 2021 and December 31, 2020 and December 31,
2019.
Effective January 1, 2020, the Company adopted ASU 2017-01,
Business Combinations (Topic 805): Clarifying the Definition of a Business, to clarify the definition of a business to allow for the evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or
businesses. The adoption of this new guidance did not have an impact on the Company’s consolidated financial statements and related disclosures.
Effective January 1, 2020, the Company early adopted ASU 2019-12,
Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminates certain exceptions and adds guidance to reduce complexity in accounting for income taxes. Specifically, this guidance: (1) removes the intraperiod tax
allocation exception to the incremental approach; (2) removes the ownership changes in investments exception in determining
F-142
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
when a deferred tax liability is recognized after an investor in a foreign entity
transitions to or from the equity method of accounting and applies this provision on a modified retrospective basis through a cumulative-effect adjustment to retained earnings at the beginning of the period of adoption; and (3) removes the
exception to using the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. ASU 2019-12 also requires an entity to: (1) evaluate whether a step-up in tax basis
of goodwill relates to a business combination or a separate transaction; (2) make a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and to apply this provision
retrospectively to all periods presented; and (3) recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and apply this provision either retrospectively for all periods presented or on a modified
retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. There was no material impact on the consolidated financial statements and related disclosures as a result of
retrospective adoption of this standard.
Effective January 1, 2020, the Company adopted ASU 2018-13, Fair
Value Measurement, which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The adoption of this guidance did not have a material impact on the Company’s financial statements and related
disclosures.
Effective January 1, 2020, the Company adopted ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include accounting for share-based payment
transactions for acquiring goods and services from non-employees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. Under ASU 2018-07, equity-classified
nonemployee share-based payment awards are measured at the grant date fair value on the grant date. The probability of satisfying performance conditions must be considered for equity-classified nonemployee share-based payment awards with such
conditions. There was no material impact on the consolidated financial statements and related disclosures as a result of this adoption.
Recent Accounting Pronouncements
In October 2021, the FASB issued ASU 2021-08, Business
Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting for contract assets acquired and contract liabilities assumed from contracts with customers in business
combinations. The amendment requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with ASC Topic 606, resulting in a shift from previous guidance which required similar
assets and liabilities to be accounted for at fair value at the acquisition date. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years,
with early adoption permitted. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments in this Update should be applied
prospectively to business combinations occurring on or after the effective date of the amendments. While the Company is continuing to assess the timing of adoption and potential impact of this guidance it does not expect the guidance to have a
material effect, if any, on its consolidated financial statements and related disclosures. The Company will continue to evaluate the impact of this guidance upon the occurrence of future acquisitions.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform
(Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference London
Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. This guidance is optional for a limited period of time through December 31, 2022. The Company is currently evaluating the
impact this guidance may have as it relates to arrangements that reference LIBOR on its consolidated financial statements and related disclosures.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842).
The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheets for all leases with terms longer than 12 months.
Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The new standard is effective for fiscal years beginning after December 15, 2021, and
interim periods
F-143
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
within those fiscal years beginning after December 15, 2022. The primary effect of
the adoption of ASU No. 2016-02 will be the recognition of a right of use asset and related liability to reflect the Company’s rights and obligations under its operating leases. The Company will also be required to provide the additional
disclosures stipulated in ASU No. 2016-02. The Company is currently evaluating the impact of this standard on its financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments –
Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss methodology to an expected loss methodology.
The standard requires entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables, debt securities, net investment in leases, and most
other financial assets that represent a right to receive cash. Additional disclosures about significant estimates and credit quality are also required. The FASB has subsequently issued updates to the standard to provide additional clarification
on specific topics. The ASU is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its financial
statements.
3. Business Combination
On June 10, 2020, SVA, the Company’s wholly-owned subsidiary,
completed the acquisition of Grindr Inc. from Kunlun and purchased all the outstanding common stock held by Kunlun, which represented approximately 98.6% of Grindr Inc. issued and outstanding common stock and replaced the remaining 1.4% of
Grindr Inc. issued and outstanding common stock previously held by senior management with Series Y Preferred Units of the Company. The Company acquired Grindr Inc. due to its expectation that the estimated future cash flows of the operating
entity would provide a positive rate of return on its investment. Under ASC 805, Business Combinations, the Company was deemed the accounting acquirer and Grindr Inc. the acquiree. The results of operations and cash flows of Grindr Inc. for the
period from June 11, 2020 through December 31, 2020 are reflected in the Company’s consolidated statements of operations and comprehensive income (loss) and statements of cash flows.
The purchase was accounted for by the Company under the
acquisition method of accounting, which provides for the purchase price to be allocated to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair value as of the acquisition date, with any excess
being ascribed to goodwill.
Cash consideration of $330,298 was paid consisting of a $270,000
upfront cash payment paid by the Company from the proceeds of the new debt (see Note 11) as well as financing raised by the Company from third-party investors and cash contributed to the Company from
parent companies. A remaining purchase price adjustment of $60,298 was paid by the Company, which was based on a final determination of closing cash and liabilities as of the closing date. Additional consideration payable to Kunlun in the
amount of $156,082 in the form of deferred payments (the “Deferred Payment”), is payable on the second and third anniversary of the closing date. The Deferred Payment is not contingent on any performance criteria. SVA assigned the obligations
for the Deferred Payment to another subsidiary, Grindr Group, and subsequently, through a series of assumption agreements, SVA re-assumed the obligations for the Deferred Payment. Additionally, SVA was the legal obligor of the contingent
consideration liability with an estimated fair value at the closing date of $400 related to an earnout based on achievement of an EBITDA target during the 12-month period following the closing date. Series Y preferred units of Grindr Group were
issued to replace the 1.4% stake of common stock of Grindr Inc. previously held by senior management with a fair value of $7,364, which was also included in the purchase consideration. As a result, the total purchase consideration was $494,144.
The Deferred Payment balance as of December 31, 2021, and
December 31, 2020 was $195,938 and $169,341, respectively. The accreted interest expense for the year ended December 31, 2021 and the period from February 18, 2020 through December 31, 2020 was $26,597, and $13,259, respectively, and is
included within interest expense in the consolidated statements of operations and comprehensive income (loss).
The fair value of the Deferred Payment balance was measured by the
discounted cash flow method using observable market data consisting of interest rates based on institutions with similar credit ratings, which the Company classifies as a Level 2 input within the fair value hierarchy. The Deferred Payment does
not bear any
F-144
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
interest, with $75,000 payable on the second anniversary of the closing date and
$155,000 payable on the third anniversary of the closing date. The carrying value of the Deferred Payment approximates the fair value as of December 31, 2021 and December 31, 2020.
The fair value of the Grindr Group Series Y preferred units was
determined using input from management and approved by the Board of Managers, utilizing Grindr Group’s enterprise value as determined utilizing various methods, including the guideline public company method and discounted cash flow method. The
total enterprise value was then allocated to the various outstanding ordinary units and preferred units utilizing the option-pricing model.
The Deferred Payment consideration to Kunlun to be paid by SVA,
contingent consideration liability of SVA (payable to Kunlun) and the fair value of the Grindr Group Series Y preferred units, are all included in the purchase consideration of Grindr Inc.
The table below is a summary of the purchase price allocation of
the equity interest of the fair value of assets acquired and liabilities assumed in connection with the acquisition of Grindr Inc. on June 10, 2020:
|
Cash consideration
|
| |
$330,298
|
|
Deferred payments to Kunlun
|
| |
156,082
|
|
Equity, Series Y preferred units of Grindr Group LLC
|
| |
7,364
|
|
Contingent consideration
|
| |
400
|
|
Total consideration
|
| |
$494,144
|
|
Allocation of purchase price:
|
| |
|
|
Cash, cash equivalents and restricted cash
|
| |
$66,454
|
|
Accounts receivable
|
| |
9,041
|
|
Other current assets
|
| |
4,811
|
|
Property and equipment
|
| |
3,109
|
|
Tradename
|
| |
65,844
|
|
Customer relationships
|
| |
94,874
|
|
Technology
|
| |
37,820
|
|
Other non-current assets
|
| |
425
|
|
Current liabilities
|
| |
(13,871)
|
|
Non-current liabilities
|
| |
(50,066)
|
|
Total identifiable net assets
|
| |
$218,441
|
|
Goodwill
|
| |
275,703
|
|
Total assets acquired
|
| |
$494,144
|
The Company incurred $5,920 in transaction costs in connection
with the acquisition, which were expensed as incurred and included in “Selling, general and administrative expense” in the accompanying consolidated statements of operations and comprehensive income (loss) for the period from February 18, 2020
through December 31, 2020. The Company also entered into certain debt arrangements to fund the acquisition as described in Note 11.
The Company engaged a third-party valuation specialist to complete
a valuation to assist with the determination of the value of the assets acquired and liabilities assumed based on the estimated fair market values at the acquisition date. The fair value of the financial assets acquired includes accounts
receivable for which the fair value is estimated as the contractual amount of the receivables and no amounts are considered to be uncollectible. The fair value of liabilities assumed includes deferred revenue which represents advance payments
from customers that have been received or are contractually due in advance of the Company’s performance. The Company estimated the obligation related to the assumed deferred revenue using the cost approach. The cost approach determines fair
value by estimating the cost to fulfill the obligation plus a markup to account for an assumed profit margin. As a result, the Company recorded an adjustment to reduce Grindr Inc.’s carrying value of deferred revenue to $4,906, which represents
the Company’s estimate of the fair value of the contractual obligations assumed.
F-145
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
The fair value of the intangible assets acquired consists of:
|
|
| |
Estimated fair
value
|
| |
Estimated useful
life
|
| |
Valuation
approach
|
|
Tradename
|
| |
$65,844
|
| |
Indefinite
|
| |
Income
approach
|
|
Customer relationship
|
| |
94,874
|
| |
5 years
|
| |
Income
approach
|
|
Technology
|
| |
37,820
|
| |
3 years
|
| |
Cost approach
|
|
Net intangible assets acquired
|
| |
$198,538
|
| |
|
| |
|
The weighted-average life of the intangible assets acquired with
definite lives is 4.4 years and is being amortized using the straight-line method for technology and accelerated basis method for customer relationship. The tradename acquired represents an indefinite-lived intangible asset. These fair value
measurements were based on significant inputs that are not observable. The assumptions made by management in determining the fair value included discount rates based on weighted-average cost of capital, estimated average growth rates, estimated
attrition for the customer relationships, and an estimated royalty rate for the tradename.
The purchase price exceeded the fair value of the net assets
acquired, resulting in goodwill, which is not deductible for tax purposes. The primary factor giving rise to the goodwill in the purchase price allocation was an anticipated increase in future cash flows from operations.
4. Property and Equipment
Property and equipment consist of the following:
|
|
| |
December 31,
2021
|
| |
December 31,
2020
|
|
Computer equipment
|
| |
$588
|
| |
$339
|
|
Furniture and fixtures
|
| |
346
|
| |
326
|
|
Leasehold improvements
|
| |
2,641
|
| |
2,641
|
|
|
| |
3,575
|
| |
3,306
|
|
Less: Accumulated depreciation
|
| |
(1,201)
|
| |
(440)
|
|
|
| |
$2,374
|
| |
$2,866
|
Depreciation expense for property and equipment for the year ended
December 31, 2021 and for the period from February 18, 2020 through December 31, 2020 for the Company amounted to $761 and $440, respectively. Depreciation expense is included within “Depreciation and amortization” on the consolidated
statements of operations and comprehensive income (loss).
5. Goodwill and Intangibles
Goodwill and intangible assets, net, consist of the following:
|
|
| |
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
Goodwill
|
| |
$275,703
|
| |
$275,703
|
|
Intangible assets with long lives, net
|
| |
73,864
|
| |
116,030
|
|
Intangible assets with indefinite lives
|
| |
65,844
|
| |
65,844
|
|
|
| |
$415,411
|
| |
$457,577
|
F-146
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
|
|
| |
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
Balance at beginning of period
|
| |
$275,703
|
| |
$—
|
|
Goodwill arising from acquisition
|
| |
—
|
| |
275,703
|
|
Balance at the end of period
|
| |
$275,703
|
| |
$275,703
|
The balance of goodwill was $275,703 as of June 11, 2020 for the
Company, which arose from the Acquisition (see Note 3). There were no changes in the carrying value of goodwill for the year ended December 31, 2021 or from June 11, 2020 through December 31, 2020. The indefinite-lived intangible asset of
$65,844 as of December 31, 2021 and December 31, 2020, represents the Grindr tradename.
As of December 31, 2021 and 2020, long-lived intangible assets
consist of the following:
|
|
| |
December 31, 2021
|
|||||||||
|
|
| |
Gross Carrying
Value
|
| |
Accumulated
Amortization
|
| |
Net
|
| |
Weighted
Average Useful
Life
|
|
Customer relationships
|
| |
$94,874
|
| |
$(38,700)
|
| |
$56,174
|
| |
5 years
|
|
Technology
|
| |
37,041
|
| |
(19,351)
|
| |
17,690
|
| |
3 years
|
|
|
| |
$131,915
|
| |
$(58,051)
|
| |
$73,864
|
| |
|
|
|
| |
December 31, 2020
|
|||||||||
|
|
| |
Gross Carrying
Value
|
| |
Accumulated
Amortization
|
| |
Net
|
| |
Weighted
Average Useful
Life
|
|
Customer relationships
|
| |
$94,874
|
| |
$(9,017)
|
| |
$85,857
|
| |
5 years
|
|
Technology
|
| |
37,166
|
| |
(6,993)
|
| |
30,173
|
| |
3 years
|
|
|
| |
$132,040
|
| |
$(16,010)
|
| |
$116,030
|
| |
|
The weighted average estimated remaining life for the intangible
asset classes are as follows:
|
|
| |
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
Customer relationships
|
| |
3.5 years
|
| |
4.5 years
|
|
Technology
|
| |
1.5 years
|
| |
2.5 years
|
Intangible assets amortization expense was $42,041 and $16,010 for
the year ended December 31, 2021 and for the period from February 18, 2020 through December 31, 2020, respectively.
During the year ended December 31, 2021 and for the period from
February 18, 2020 through December 31, 2020, the Company wrote-off $125 and $654, respectively, of intangible assets related to acquired technology as the Company determined the technology would no longer be placed in service. The write-off
charge is included within “Depreciation and amortization” on the consolidated statements of operations and comprehensive income (loss).
As of December 31, 2021, amortization of long-lived intangible
assets is estimated to be as follows:
|
2022
|
| |
$35,037
|
|
2023
|
| |
22,341
|
|
2024
|
| |
12,460
|
|
2025
|
| |
4,026
|
|
Thereafter
|
| |
—
|
|
|
| |
$73,864
|
F-147
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
6. Capitalized Software Development Costs
Capitalized software development costs consist of the following:
|
|
| |
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
Capitalized software development costs
|
| |
$3,724
|
| |
$438
|
|
Less: Accumulated amortization
|
| |
(87)
|
| |
(22)
|
|
|
| |
$3,637
|
| |
$416
|
Amortization expense for capitalized software development for the
year ended December 31, 2021 and for the period from February 18, 2020 through December 31, 2020 amounted to $65 and $22, respectively. Amortization expense is included within “Depreciation and amortization” on the consolidated statements of
operations and comprehensive income (loss).
The Company wrote-off capitalized software development costs of
$242 and $513 for the year ended December 31, 2021 and for the period from February 18, 2020 through December 31, 2020, respectively as the Company determined the software would no longer be placed in service. The write off charge is included
within “Depreciation and amortization” on the consolidated statements of operations and comprehensive income (loss).
7. Income Tax
The Company is subject to taxation in the U.S., Canada, and
various states jurisdictions. The Company is domiciled in the Cayman Islands. ASC 740 indicates that the federal statutory income tax rate of a foreign reporting entity be used when preparing the rate reconciliation disclosure. As such, the
Company and its wholly owned subsidiaries use the statutory income tax rate in the Cayman Islands, which is 0%. The Company’s consolidated pretax income/(loss) for the years ended December 31, 2021 and 2020 were generated by domestic and
foreign operations as follows (in thousands):
|
|
| |
Year ended
December 31,
2021
|
| |
From February 18,
2020 through
December 31,
2020
|
|
United States
|
| |
$(20,332)
|
| |
$(25,776)
|
|
International
|
| |
35
|
| |
—
|
|
|
| |
$(20,297)
|
| |
$(25,776)
|
Income tax provision (benefit) for the year ended December 31,
2021 and the period from February 18, 2020 through December 31, 2020 consisted of the following:
|
|
| |
Year ended
December 31,
2021
|
| |
From February 18,
2020 through
December 31,
2020
|
|
Current income tax provision (benefit):
|
| |
|
| |
|
|
Federal
|
| |
$4,863
|
| |
$1,411
|
|
State
|
| |
684
|
| |
516
|
|
International
|
| |
9
|
| |
—
|
|
Total current tax provision (benefit):
|
| |
5,556
|
| |
1,927
|
|
Deferred income tax provision (benefit):
|
| |
|
| |
|
|
Federal
|
| |
(9,895)
|
| |
(6,193)
|
|
State
|
| |
(410)
|
| |
(778)
|
|
International
|
| |
—
|
| |
—
|
|
Total deferred tax provision (benefit):
|
| |
(10,305)
|
| |
(6,971)
|
|
Total income tax provision (benefit)
|
| |
$(4,749)
|
| |
$(5,044)
|
F-148
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
The tax effects of temporary differences that give rise to
portions of deferred tax assets and deferred tax liabilities are as follows:
|
|
| |
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
Deferred tax assets:
|
| |
|
| |
|
|
Accrued expenses
|
| |
$474
|
| |
$393
|
|
Net operating losses
|
| |
4
|
| |
10
|
|
General business credit
|
| |
300
|
| |
422
|
|
Deferred rent
|
| |
47
|
| |
—
|
|
Accrued compensation
|
| |
282
|
| |
591
|
|
Deferred revenue
|
| |
—
|
| |
204
|
|
Tax original issue discount
|
| |
491
|
| |
663
|
|
Capitalized interest carryforward
|
| |
278
|
| |
—
|
|
Gross deferred tax assets
|
| |
1,876
|
| |
2,283
|
|
Less: Valuation allowance
|
| |
(67)
|
| |
(97)
|
|
Total deferred tax assets
|
| |
1,809
|
| |
2,186
|
|
Deferred tax liabilities:
|
| |
|
| |
|
|
Intangible assets
|
| |
(22,550)
|
| |
(27,290)
|
|
Deferred consideration interest
|
| |
(8,063)
|
| |
(14,022)
|
|
Other
|
| |
(154)
|
| |
(137)
|
|
Total gross deferred tax liabilities:
|
| |
(30,767)
|
| |
(41,449)
|
|
Net deferred tax liabilities
|
| |
$(28,958)
|
| |
$(39,263)
|
ASC 740 requires that the tax benefit of net operating losses,
temporary differences and credit carryforwards be recorded as deferred tax asset (“DTA”) to the extent that management assesses that realization is “more likely than not.” The Company considers evidence, both positive and negative, that could
affect future realization of DTAs. After considering all evidence, the Company determined a partial valuation allowance of $97 and $67 would be required on certain state deferred tax assets as of December 31, 2020 and December 31, 2021,
respectively, to recognize the portion of the DTA that is more likely than not to be realized.
Tax credit carryforwards are as follows:
|
|
| |
December 31, 2021
|
|||
|
|
| |
Amount
|
| |
Expiration Years
|
|
Tax credits, state
|
| |
469
|
| |
Do Not Expire
|
|
|
| |
December 31, 2020
|
|||
|
|
| |
Amount
|
| |
Expiration Years
|
|
Tax credits, state
|
| |
605
|
| |
Do Not Expire
|
The reconciliation between the Company’s effective tax rate on
income (loss) before income tax and the statutory tax rate is as follows:
F-149
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
|
|
| |
Year ended
December 31,
2021
|
| |
From February 18,
2020 through
December 31,
2020
|
|
Transaction costs
|
| |
—%
|
| |
(2.4)%
|
|
Foreign derived intangible income deduction
|
| |
3.4%
|
| |
1.0%
|
|
CARES Act
|
| |
—%
|
| |
—%
|
|
Change in valuation allowance
|
| |
0.1%
|
| |
(0.4)%
|
|
Paycheck Protection Program (PPP)
|
| |
1.7%
|
| |
—%
|
|
U.S./foreign tax rate differential
|
| |
21.0%
|
| |
21.0%
|
|
Other items
|
| |
(0.6)%
|
| |
—%
|
|
|
| |
23.5%
|
| |
19.6%
|
The following table summarized the activity related to the gross
unrecognized tax benefits as of December 31, 2021 and for the period from February 18, 2020 through December 31, 2020.
|
|
| |
Year ended
December 31,
2021
|
| |
From February 18,
2020 through
December 31,
2020
|
|
Balance at the beginning of the year
|
| |
$232
|
| |
$171
|
|
Increase related to current year tax positions
|
| |
95
|
| |
61
|
|
Balance at end of the year
|
| |
$327
|
| |
$232
|
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 (benefit)” in the consolidated statements of operations and comprehensive income (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, 2021 and December 31, 2020, 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 ending 2016 and going forward.
In response to the COVID-19 pandemic, the Coronavirus Aid, Relief,
and Economic Security Act (“CARES Act”) was enacted on March 27, 2020 in the United States. The CARES Act includes many measures to assist companies, including temporary changes to income and non-income-based tax laws. One of the key tax
provisions of the bill is allowing taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credit instead of recovering the credit through refunds over a period of years, as originally enacted by
the Tax Cuts and Jobs Act (“TCJA”) in 2017. On December 27, 2020 the Consolidated Appropriations Act, 2021 was signed into law, providing additional COVID-19 focused relief and extending certain provisions of the CARES Act.
At this time, the Company does not believe that the CARES Act or
Consolidated Appropriations Act, 2021 has had or will have a material impact on the Company’s financial statements.
F-150
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
8. Other Current Assets
Other current assets consist of the following:
|
|
| |
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
Income tax receivable
|
| |
$3,274
|
| |
$—
|
|
Other current assets
|
| |
34
|
| |
16
|
|
|
| |
$3,308
|
| |
$16
|
9. Promissory Note from a Related Party
On April 27, 2021, Catapult GP II LLC (“Catapult GP II”), a
related party wherein certain members of Catapult GP II are executives of the Company’s subsidiary, Grindr Group, purchased 5,387,194 common units of Grindr Group. In conjunction with the common units purchased, Grindr Group 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, is to be repaid the earlier of 1) the tenth 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 bears interest at 10% per annum on a straight-line basis.
The total amount outstanding on the Note, including interest, was
$32,038 as of December 31, 2021. The Note and the related accrued interest are reflected as a reduction to equity in the consolidated statements of members’ equity.
10. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the
following:
|
|
| |
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
Accrued repurchase of Series Y Preferred Units
|
| |
$—
|
| |
$7,687
|
|
Settlement payable of incentive units on 2016 Plan
|
| |
1,060
|
| |
—
|
|
Settlement payable to a former director of Grindr Group
|
| |
204
|
| |
—
|
|
Income and other taxes payable
|
| |
631
|
| |
1,387
|
|
Employee compensation and benefits
|
| |
320
|
| |
1,460
|
|
Other accrued expenses
|
| |
1,291
|
| |
468
|
|
|
| |
$3,506
|
| |
$11,002
|
11. Debt
Total debt for the Company is comprised of the following:
|
|
| |
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
Credit Agreement
|
| |
|
| |
|
|
Current
|
| |
$3,840
|
| |
$55,522
|
|
Non-current
|
| |
136,320
|
| |
140,160
|
|
|
| |
140,160
|
| |
195,682
|
|
Less: unamortized debt issuance costs
|
| |
(3,041)
|
| |
(3,261)
|
|
|
| |
137,119
|
| |
192,421
|
|
Paycheck Protection Program Loan
|
| |
|
| |
|
|
Current
|
| |
—
|
| |
744
|
|
Non-current
|
| |
—
|
| |
768
|
|
|
| |
—
|
| |
1,512
|
|
Total debt
|
| |
$137,119
|
| |
$193,933
|
F-151
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
Credit Agreement
On June 10, 2020, Grindr Gap LLC and Grindr Capital LLC, wholly
owned subsidiaries of the Company, entered into a credit agreement (the “Credit Agreement”) which permitted the Company to borrow up to $192,000. The Company used such proceeds to pay part of the total purchase consideration for the
Acquisition. For the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, the Company incurred and paid debt issuance costs of $960 and $3,825, respectively, in conjunction with the Credit Agreement.
Debt issuance costs paid are reflected on the balance sheet as a direct deduction from the carrying value of the debt. The amortization of such debt issuance costs is included in “Interest income (expense), net” on the consolidated statements
of operations and comprehensive income (loss) in the period from February 18, 2020 through December 31, 2020.
Borrowings under the agreement are collateralized by the capital
stock and assets of certain wholly owned subsidiaries of the Company. The Company’s obligation under the Credit Agreement is guaranteed by certain of the Company’s wholly owned subsidiaries.
Borrowings under the Credit Agreement are payable in full on
June 10, 2025 with mandatory principal repayments beginning in the first quarter of 2021. Mandatory repayments are equal to 0.50% of the original principal amount of the Credit Agreement. The Company is also required to make mandatory
prepayments of the Credit Agreement, commencing with the fiscal year ending December 31, 2020, equal to a defined percentage rate (determined based on the Company’s leverage ratio) of excess cash flows. For the period from February 18, 2020
through December 31, 2020, the Company made mandatory prepayments of $740. No such prepayment was required for the year ended December 31, 2021.
Borrowings under the Credit Agreement are Index Rate Loans or
LIBOR Rate Loans, at the Company’s discretion. Index Rate Loans bear interest at Index Rate plus applicable margin based on the consolidated total leverage ratio, or 7%. LIBOR Rate Loans bear interest at LIBOR Rate plus an applicable margin
based on the consolidated total leverage ratio, or 8%. The interest rates in effect as of December 31, 2021 and December 31, 2020 were 9.5% and 9.5%, respectively, based on the LIBOR Rate.
The Credit Agreement also required the Company to make a lump-sum
principal repayment in the amount equal to $48,000 plus related accrued interest on or before February 28, 2021. This repayment date was amended to November 30, 2021 based on an amendment to the Credit Agreement entered into on February 25,
2021. In addition to the mandatory repayment, the Company was required to pay a premium of 10% of the principal repayment, or $4,800, together with the mandatory lump-sum principal repayment.
The premium was accrued over the term of the Credit Agreement
through the initial repayment date in February 2021. For the year ended December 31, 2021 and for the period from February 18, 2020 through December 31, 2020, $1,118 and $3,682, respectively, of the premium was accrued and recognized as
interest expense in “Interest income (expense), net” in the consolidated statements of operations and comprehensive income (loss). The Company paid the mandatory lump-sum principal and premium in November 2021. As of December 31, 2021 and
December 31, 2020, $0 and $3,682, respectively, of the premium is recognized in “Current maturities of long-term debt, net” in the consolidated balance sheets.
The obligations under the Credit Agreement are subject to
automatic acceleration upon a voluntary or involuntary bankruptcy event of default and are subject to acceleration at the election of the lenders upon the continuance of any other event of default, including a material adverse change in the
business, operations or conditions of the Company, or SVA’s default on the deferred payments as described in Note 3. A default interest rate of an additional 2% per annum will apply on all outstanding
obligations during the occurrence and continuance of an event of default. If an event of default occurs on or prior to June 10, 2022, an additional premium will be charged equal to all unpaid interest that would have accrued until the date that
is 24 months after the inception of the Credit Agreement. The Credit Agreement includes restrictive non-financial and financial covenants, including the requirement to maintain a total leverage ratio no greater than 4.75:1.00 prior to and
through March 31, 2022, and no greater than 3.25:1.00 thereafter. As of December 31, 2021 and December 31, 2020, and at all times during the periods then ended, the Company was in compliance with the financial debt covenants.
F-152
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
The fair values of the Company’s Credit Agreement balances were
measured by comparing their prepayment values and observable market data consisting of interest rates based on similar credit ratings, which the Company classifies as a Level 2 input within the fair value hierarchy. The estimated fair value of
the Credit Agreement balances as of December 31, 2021 and December 31, 2020 is $142,963 and $200,640, respectively.
Future maturities of the Credit Agreement as of December 31, 2021,
were as follows:
|
2022
|
| |
$3,840
|
|
2023
|
| |
3,840
|
|
2024
|
| |
3,840
|
|
2025
|
| |
128,640
|
|
Thereafter
|
| |
—
|
|
|
| |
$140,160
|
Paycheck Protection Program Loan
On April 24, 2020, Grindr Inc. entered into a promissory note and
received a loan in the amount of $1,512 (the “PPP Loan”) under the Small Business Administration (“SBA”) Paycheck Protection Program enabled by the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”). The Company used
the proceeds to support payroll costs, rent and utilities in accordance with the relevant terms and conditions of the CARES Act.
The advance under the PPP Loan bears interest at a rate per annum
of 1.0%. The term of the PPP Loan is two years, ending April 23, 2022. The Company did not provide any collateral or personal guarantees for the PPP Loan, nor did the Company pay any facility charge to the government or to the bank.
The Company applied for forgiveness of the full amount under the
terms of the CARES Act in June 2021 and subsequently was granted forgiveness for the full amount in October 2021. The amount of forgiveness of $1,512 of principal and $23 of accrued interest was recorded in “Other income (expense), net” in the
consolidated statements of operations and comprehensive income (loss) in the year ended December 31, 2021.
12. Commitments and Contingencies
Operating Leases
In December 2015, Grindr Inc. signed a lease agreement for an
office facility, which spans from May 2016 through April 2026. The agreement also includes abatement and payment escalations that will increase the monthly rental payments at set intervals through April 2026.
In May 2016, Grindr Inc. signed an agreement for an expansion of
that same office facility, which spans from January 2017 through April 2026. The agreement also includes abatement and payment escalations, which will increase the monthly rental payments at set intervals through April 2026.
The Company assumed all Grindr Inc. leases when the Company
obtained control of Grindr Inc. (see Note 3).
Total rent expense incurred by the Company for the year ended
December 31, 2021 and for the period from February 18, 2020 to December 31, 2020 was $1,209 and $731, respectively.
In July 2020, the Company signed an agreement to sublease part of
its office facility to another tenant. The term of the sublease is set to expire on October 31, 2023, with an option to extend the sublease to April 29, 2026. Total sublease income earned by the Company for the year ended December 31, 2021 and
for the period from February 18, 2020 through December 31, 2020 was $656 and $119, respectively.
Future minimum lease commitments as of December 31, 2021 are as
follows:
|
2022
|
| |
$1,508
|
|
2023
|
| |
1,696
|
F-153
San Vicente Offshore Holdings (Cayman) Limited and
Subsidiaries
Notes to Consolidated Financial Statements
(in thousands,
except per unit/share amounts and unit/share data)(continued)
|
2024
|
| |
1,746
|
|
2025
|
| |
1,799
|
|
Thereafter
|
| |
605
|
|
|
| |
$7,354
|
Purchase Commitments
In November 2018, Grindr Inc. entered into a purchase commitment
for the use of cloud services, with a commitment to spend $3,100 annually between January 2020 and December 2022. There was no minimum purchase commitment for 2019. The Company assumed the agreement, as amended, when the Company obtained
control of Grindr Inc. (see Note 3). Total purchases under the purchase commitment were $4,809 and $1,990 for the year ended December 31, 2021 and for the period from February 18, 2020 through December 31, 2020, 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. Currently, it is too early to determine the outcome and probability of any legal proceedings and whether they would have a material adverse
effect on the Company’s business.
In January 2020, the Norwegian Consumer Council (“NCC”) submitted
three complaints to the Norwegian Data Protection Authority, (“NDPA”). Datatilsynet, under Article 77(1) of the General Data Protection Regulation (“GDPR”) against the following parties: (1) Grindr and AdColony; (2) Grindr, Twitter, AppNexus,
and OpenX; and (3) Grindr, and Smaato. The complaints reference a report entitled “Out Of Control: How consumers are exploited by the online advertising industry”. The NCC argued that (1) the Company lacks valid consent for data sharing,
(2) the Company shares personal data under Article 9 and does not have a legal basis for processing personal data under article 9, and (3) the Company does not provide clear information about data sharing, which infringes the principle of
transparency in Article (5)(1)(a) GDPR. In April 2020, the Company received an Order to Provide Information from the Datatilsynet. The Company responded to this Order and provided information to Datatilsynet in May 2020. In January 2021, the
Datatilsynet sent the Company an “Advance notification of an administrative fine” of 100,000 NOK (the equivalent of approximately $11,349 using the exchange rate as of December 31, 2021) for an alleged infringement of the GDPR. This was notice
of a proposed fine to which Grindr was entitled to respond before Datatilsynet makes a final decision. Datatilsynet alleged (i) that Grindr disclosed personal data to third party advertisers without a legal basis in violation of Article 6(1)
GDPR and (ii) that Grindr disclosed special category personal data to third party advertisers without a valid exemption from the prohibition in Article 9(1) GDPR. Grindr responded to the Advance notification on March 8, 2021, to contest the
draft findings and fine. A redacted copy of Grindr’s response was made public. On April 29, 2021, Datatilsynet issued its Order To Provide Information - Grindr - Data Processors, asking, among other things, whether Grindr considers certain ad
tech partners to be processors or controllers. Datatilsynet later extended the deadline to respond to June 2, 2021, and Grindr sent a response to Datatilsynet on that date. On October 11, 2021, Datatilsynet sent the Company a letter concerning
Grindr’s reply to the Advance notification. In the letter, Datatilsynet clarified that the Advance notification only “pertains to data subjects on Norwegian territory,” and advised the Company of two additional complaints that had been filed
(one in March 2021 and the other in September 2021) with Datatilsynet by the Norwegian Consumer Council. Datatilsynet requested any further comments or remarks to the Advance notification by November 1, 2021, but later extended the deadline to
November 19, 2021. On November 19, 2021, Grindr served a response to Datatilsynet’s October 11, 2021 letter. On November 26, 2021, Datatilsynet requested any redactions to the response based upon the expectation that third parties may request a
copy of Grindr's November 19, 2021 response, and Grindr proposed redactions on the same day.
F-154
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
In December 2021, Datatilsynet issued a reduced administrative
fine against the Company in the amount of 65,000 NOK, or approximately $7,375 using the exchange rate as of December 31, 2021, with an extended deadline for the Company to appeal through February 14, 2022. On February 14, 2022, Grindr filed an
appeal brief with the DPA. It is too early to determine the probability of there being any further proceedings, the outcome of any such proceedings, and whether such proceedings may have a material adverse effect on the Company’s business,
including because of the uncertainty of (i) the ultimate amount of the fine imposed, and (ii) whether Grindr may determine to appeal or further contest the fine. As a result, an estimate of the ultimate loss cannot be made at this time. It is
at least reasonably possible that a change in the administrative fine may occur in the near term.
In Summer of 2018, Grindr was informed by multiple State Attorneys
General (the “Multistate”) that the Multistate was opening a formal investigation into the Company’s sharing of users’ HIV status and last tested date with third parties, and its security and processing of user geolocation information. Since
August 2018 the Company has responded to multiple requests for information. In November 2020, the Multistate contacted the Company with its expected claims and findings and general proposed settlement terms that included a settlement of
$11,000. The Company responded in February 2021 by providing the Multistate with a white paper detailing why the Multistate’s claims are factually and legally deficient. The Company also met with the Multistate and presented its arguments via a
presentation. In May 2021, the Multistate contacted Grindr to request an extension of the tolling agreement from June 1, 2021 to October 1, 2021. On May 30, 2021, Grindr entered into a tolling agreement extension with the State Attorneys
General of Arkansas, Indiana, New Jersey, North Carolina, Oregon, Vermont, and Washington, extending the tolling agreement from June 1, 2021 to August 1, 2021. In June 2021, the New Jersey Attorney General served supplemental requests on Grindr
seeking, among other things, additional information related to matters discussed in Grindr’s February 2021 white paper, as well as documents regarding submissions made by Grindr to Datatilsynet. In July 2021, Grindr served initial responses and
objections to the New Jersey Attorney General’s supplemental requests and subsequently agreed to an extension of the tolling agreement from August 1, 2021 to October 1, 2021. Since that time, the New Jersey Attorney General agreed to limit the
scope of the supplemental requests, and Grindr agreed to provide certain information in response to the supplemental requests. In addition, Grindr agreed to enter into an additional tolling agreement extension with the State Attorneys General
of Arkansas, Indiana, New Jersey, North Carolina, Oregon, Vermont, and Washington, extending the tolling agreement from October 1, 2021 to March 31, 2022. On March 16, 2022, Grindr entered into an additional extension of the tolling agreement
with the Attorneys General until May 30, 2022. In October 2021, Grindr served an initial response to the New Jersey Attorney General’s supplemental requests, with additional responses to supplemental requests served in November and December
2021. In January 2022, Grindr submitted responses to the New Jersey Attorney General’s follow-up questions regarding the Company’s inquiry in response to The Pillar blog. The Company is waiting for a substantive response from the Multistate. It
is too early to determine the probability of there being any further proceedings, the outcome of any such proceedings, and whether the proceedings may ultimately have a material adverse effect on the Company’s business, including because of the
uncertainty of (i) whether Grindr will incur a loss, (ii) if a loss is incurred, what the amount of that loss may be, and (iii) whether Grindr may determine to appeal or further contest the loss.
In December 2020, Grindr 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 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. In
June 2021, the petitioner attempted service of the statement of claims and the associated filings (all in translated form as required under applicable law) on Grindr. In November 2021, Grindr filed an initial response to the plaintiff's
Statement of Claim challenging the effectiveness of service. The plaintiff then filed opposition to Grindr’s service-related motion, raising a series of technical challenges. During the Israeli court hearing in January 2022, the Israeli court
directed the plaintiff to start the service process from the beginning by seeking court permission to pursue international service on Grindr. On February 8, 2022, the Court formally permitted the Plaintiff, in ex parte, to serve the Company
outside the jurisdiction. The Company should file its response to the Motion for certification (and/or preliminary
F-155
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
jurisdictional motions) within 90 days from the date it is served. On March 30, 2022,
Grindr received a package via U.S. Mail with the case documents. Grindr's local Israeli counsel is preparing a motion seeking the court's preliminary ruling on the question of applicable law. Grindr believes that the claims lack merit, and it
continues to consider and evaluate an appropriate response. At this time, this matter remains in its nascent stages, and it is too early to determine the likely outcome of this proceeding or whether the proceeding may ultimately have a material
adverse effect on the Company’s business, including because of the uncertainty of (i) whether Grindr will incur a loss, (ii) if a loss is incurred, what the amount of that loss may be, and (iii) whether Grindr may determine to appeal or further
contest the loss.
13. Grindr Group Employee Benefit Plan
Grindr Group 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. Grindr Group made $967 and $559 of
401(k) matching contributions for the year ended December 31, 2021 and for the period from February 18, 2020 through December 31, 2020, respectively.
14. Members’ Equity
Members’ equity consists of 100% membership interests in the
Company owned by San Vicente Investments, Inc. (“SV Investments”). In the event of a liquidation, dissolution or winding up, SV Investments is entitled to the assets available for distribution after payment of all liabilities of the Company. SV
Investments shall not be obligated personally for any such debt, obligation, or liability of the Company solely by reason of holding membership interests in the Company or participating in the management of the Company.
15. Unit-based Compensation
Unit-based compensation expense is related to the grant of unit
options and restricted units granted under the 2020 Plan (defined below) and the grant of SVE’s Series P Units (defined below) to employees and consultants of Grindr Group. The unit-based compensation for SVE’s Series P Units is recorded in the
Company’s consolidated financial statements with a corresponding credit to equity as noncontrolling interest.
Grindr Group 2020 Plan
On August 13, 2020, the Board of Managers of Grindr Group,
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 Grindr Group.
There were 6,522,685 Series X ordinary units and 1,522,843 Series
Y preferred units of Grindr Group authorized in the Grindr Group 2020 Plan. There were no changes to the authorized number of units as of December 31, 2021. As of December 31, 2021 and December 31, 2020, there were 2,780,223 and 3,998,480,
Series X ordinary units, respectively, and 1,522,843 and 1,522,843 Series Y preferred units, respectively, available for grant under the 2020 Plan.
Unit options of Grindr Group
Employees, consultants, and nonemployee directors who provide
substantial services to Grindr Group are eligible to be granted unit option awards under the 2020 Plan. Generally, unit 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 of Managers of Grindr Group and set forth in the option agreement. Unit options have a maximum term of seven years from the date of grant.
The Company recorded unit-based compensation expense related to
unit options granted under the 2020 Plan of $1,269 and $414 for the Company year ended December 31, 2021 and for the period from February 18, 2020 through December 31, 2020, respectively.
F-156
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
The following table summarizes the key input assumptions used in
the Black-Scholes option-pricing model to estimate the fair value of unit options granted during the years ended December 31, 2021 and December 31, 2020:
|
|
| |
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
Expected life of units (in years)(1)
|
| |
4.55 - 4.61
|
| |
4.61
|
|
Expected unit price volatility(2)
|
| |
48.20% - 56.46%
|
| |
48.20%
|
|
Risk free interest rate(3)
|
| |
0.32% - 0.98%
|
| |
0.42 % - 0.56%
|
|
Expected dividend yield(4)
|
| |
—%
|
| |
—%
|
|
Weighted average grant-date fair value per unit of unit
options granted
|
| |
$2.51
|
| |
$1.80
|
|
Fair value per common unit
|
| |
$4.50 - $5.89
|
| |
$4.50
|
|
(1)
|
The expected term for award is determined using the simplified method, which estimates the expected term using the contractual
life of the option and the vesting period.
|
|
(2)
|
Expected volatility is based on historical volatilities of a publicly traded per group over a period equivalent to the
expected term of the awards
|
|
(3)
|
The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the
expected term of the awards
|
|
(4)
|
Grindr Group has not historically and does not expect to pay any cash dividends on its ordinary units in the foreseeable future
|
The following table summarizes the unit option activity for the
periods ended December 31, 2021 and December 31, 2020:
|
|
| |
Number of
Options
|
| |
Weighted
Average
Exercise Price
|
| |
Weighted
Average
Remaining
Contractual
Life (Years)
|
| |
Aggregate
Intrinsic Value
(in thousands)
|
|
Outstanding at February 18, 2020
|
| |
—
|
| |
$—
|
| |
|
| |
|
|
Granted
|
| |
2,708,025
|
| |
$4.50
|
| |
|
| |
|
|
Forfeited
|
| |
(183,820)
|
| |
$4.50
|
| |
|
| |
|
|
Outstanding at December 31, 2020
|
| |
2,524,205
|
| |
$4.50
|
| |
6.6
|
| |
$680
|
|
Granted
|
| |
1,416,800
|
| |
$5.66
|
| |
|
| |
|
|
Exercised
|
| |
(300,065)
|
| |
$4.50
|
| |
|
| |
|
|
Forfeited
|
| |
(198,543)
|
| |
$4.58
|
| |
|
| |
|
|
Outstanding at December 31, 2021
|
| |
3,442,397
|
| |
$4.97
|
| |
6.1
|
| |
$3,159
|
|
Exercisable at December 31, 2020
|
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
|
Exercisable at December 31, 2021
|
| |
510,686
|
| |
$4.52
|
| |
5.7
|
| |
$699
|
The intrinsic value of options exercised during the year ended
December 31, 2021 was $417. This intrinsic value represents the difference between the fair value of Grindr Group’s ordinary units on the date of exercise and the exercise price of each option. Unrecognized compensation expense relating to unit
options in the 2020 Plan was $6,088 as of December 31, 2021, which is expected to be recognized over a weighted-average period of 3.0 years.
Restricted units – Series Y preferred units of Grindr Group
The Company’s subsidiary, Grindr Group’s, Board of Managers
approved a grant of 1,522,843 Series Y preferred units to certain executives of Grindr Inc. to complete the Acquisition. This was a replacement award, replacing the previous 1,522,843 restricted stock awards of Grindr, Inc. granted by Grindr
Inc. in 2019. The previous restricted stock award grants were 97.5% vested at the time of acquisition and the remaining 2.5% vested monthly from the date of Acquisition to August 31, 2020, based on continued service. The replacement award had
the same
F-157
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
number of units and same vesting terms. As the acquirer voluntarily replaced awards
that would not otherwise expire or terminate on the acquisition date, the 97.5% of the vested award was attributable to pre-combination service and thus the fair-value based measure of this portion of the replacement award was included in the
consideration transferred in the Acquisition. The remaining 2.5% of the replacement award was attributable to post-combination service which resulted in unit-based compensation expense of $192 during the period from February 18, 2020 through
December 31, 2020. Grindr Group agreed to repurchase all of the outstanding Series Y preferred units upon the voluntary termination of the former employees of Grindr Group in November 2020 at an amount in excess of the fair-value based measure
of the Series Y preferred units at that time, determined by a weighted discounted cash flow and guideline public company method, resulting in an additional $133 of unit-based compensation expense in the period from February 18, 2020 through
December 31, 2020. The amount was paid by Grindr Group in January 2021 and $7,687 is recognized in “Accrued expenses and other current liabilities” on the consolidated balance sheets as of December 31, 2020.
San Vicente Equity Joint Venture LLC (“SVE”)
Series P Profit Units
Upon the Acquisition of Grindr Inc. by the Company on June 10,
2020, SVE, a subsidiary of the Company, issued 5,065,855 Series P profit units (“Series P Units”) to Catapult Goliath LLC (“Catapult Goliath”), a related party wherein certain members of Catapult Goliath are executives of the Company. The
Series P Units are granted to Catapult Goliath and each of the grantee beneficiaries in exchange for providing service to Grindr Group under a consulting agreement through December 31, 2023.
The vesting requirements for the Series P Units consist of
requisite service under the consulting agreement through December 31, 2023 and four performance-based vesting targets as follows: (1) 20% will vest if SVE determines that the grantee has addressed certain critical issues as described in the
grant agreement by December 31, 2020, and (2) 20%, 30%, 30% will vest if EBITDA for the Company reached a certain level for the each of the years ending December 31, 2021, December 31, 2022 and December 31, 2023, respectively.
The EBITDA level was determined for each of the years ended
December 31, 2022 and December 31, 2023 on June 10, 2020. SVE and Catapult Goliath had mutually agreed on the EBITDA level for December 31, 2021 on February 4, 2021, as such, 1,013,171 Series P profit units were considered granted in 2021, with
the remainder considered granted in 2020.
The Series P Units also have accelerated vesting features if
actual EBITDA satisfies the target for the current year and the target for the next year. If an EBITDA target is not achieved, then catch-up vesting can occur if the current year EBITDA exceeds 125% of the EBITDA target for the prior year and
100% of the current target is achieved. In addition, vesting is accelerated for all units that have not been forfeited if a Transaction (as defined as an approved sale, drag-along sale or a liquidation event) occurs. SVE has the right, but not
the obligation, to repurchase vested units at the lower of fair value or a de minimis amount if the consulting agreement is terminated. The Series P Units are legal form equity of SVE and as such, do not have a maximum contractual life, and do
not expire.
F-158
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
The fair value of each performance-based award is estimated on the
date of grant using the Black-Scholes valuation model which approximated the fair value that would have been determined under the option pricing model valuation model. The following table summarizes the key input assumptions used in the
Black-Scholes option-pricing model to estimate the fair value of the Series P Units granted during the period from February 18, 2020 through December 31, 2020 and for the year ended December 31, 2021:
|
|
| |
December 31,
|
|||
|
|
| |
2021
|
| |
2020
|
|
Expected life of units (in years)(1)
|
| |
3.0
|
| |
5.0
|
|
Expected unit price volatility(2)
|
| |
70.0%
|
| |
52.0%
|
|
Risk free interest rate(3)
|
| |
0.4%
|
| |
0.3%
|
|
Expected dividend yield(4)
|
| |
—%
|
| |
—%
|
|
Weighted average grant-date fair value per SVE series P
unit for each SVE Series P unit granted
|
| |
$2.42
|
| |
$2.00
|
|
Fair value per common unit of SVE
|
| |
$4.98
|
| |
$4.50
|
|
(1)
|
The expected term for award is estimated in consideration of the time period expected to achieve the performance condition,
the contractual term of the award, and estimates of future exercise behavior.
|
|
(2)
|
Expected volatility is based on historical volatilities of a publicly traded per group over a period equivalent to the
expected term of the awards
|
|
(3)
|
The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the
expected term of the awards
|
|
(4)
|
Grindr Group has not historically and does not expect to pay any cash dividends on its ordinary units in the foreseeable future
|
A summary of Series P Units activity for the Company for the year
ended December 31, 2021 is presented below:
|
|
| |
Number of Units
|
| |
Weighted
Average Grant
Date Fair Value
|
|
Unvested at February 18, 2020
|
| |
—
|
| |
$—
|
|
Granted
|
| |
4,052,684
|
| |
$2.00
|
|
Vested
|
| |
(159,112)
|
| |
$2.00
|
|
Unvested at December 31, 2020
|
| |
3,893,572
|
| |
$2.00
|
|
Granted
|
| |
1,013,171
|
| |
$2.42
|
|
Vested
|
| |
(600,107)
|
| |
$2.22
|
|
Unvested at December 31, 2021
|
| |
4,306,636
|
| |
$2.07
|
The fair value of Series P Units during the year ended
December 31, 2021 and the period from February 18, 2020 to December 31, 2020 was $2,700 and $716, respectively.
The Company recorded unit-based compensation expense, as
determined based on the probability of the performance conditions being met, related to Series P Units of $1,333 and $318 for the year ended December 31, 2021 and for the period from February 18, 2020 through December 31, 2020, respectively,
with a corresponding credit to equity. Unrecognized compensation expense relating to Series P Units was $8,906 as of December 31, 2021, which is expected to be recognized over a weighted-average period of 2.0 years.
2016 Plan
In March 2016, Grindr Inc. approved a 2016 Incentive Unit Plan
(“2016 Plan”) which permits the grant of incentive units to Grindr Inc.’s employees, directors and contractors of up to 18,231,111 incentive units.
The maximum contractual term of an incentive unit award under the
terms of the 2016 Plan was 10 years. Each award agreement under the 2016 Plan dictated the terms and conditions. Incentive units under the 2016 Plan were
F-159
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
awards in the form of phantom shares or units denominated in a hypothetical
equivalent number of units of the membership interest in Grindr Inc. and with the value of each award equal to the fair value of the membership unit at the date of grant. Each award grant was subject to service-based vesting and
performance-based vesting that vested upon both a specific period of continued employment and upon a triggering event (as defined in the 2016 Plan as a change of control or initial public offering). As these awards are cash settled upon a
triggering event, these awards are classified as liabilities upon a liquidity event.
All remaining outstanding incentive units were determined to be
settled upon the Acquisition, with a portion of the related settlement paid in cash at the time of the Acquisition. As of December 31, 2021, $1,060 and $1,875 were recognized in “Accrued expenses and other current liabilities” and “Other
non-current liabilities”, which is payable to employees of Grindr Group on June 10, 2022 and June 10, 2023, respectively. As of December 31, 2020, $2,369 was recognized in “Other non-current liabilities”, which is payable to employees of Grindr
Group on June 10, 2022 and June 10, 2023. The payment dates correspond to the timing of the payment of the deferred purchase price for the Acquisition. The 2016 Plan was cancelled on June 10, 2020.
Equity Compensation to a Former Director
In August 2018, Grindr Inc. entered into an agreement with a
director whereby the director provided services as a non-executive chairman of the Board of Directors. Pursuant to the director’s agreement, the director was paid cash compensation and was granted the option to purchase up to 500,000 shares of
common stock of Grindr Inc. with an exercise price of $3.67 per share (“Director’s Options”). The Director’s Options were not issued under the 2018 Plan or the 2016 Plan. The Director’s Options consist only of service-based vesting requirements
which vest over a service period of three years. The Director’s Options would expire after 10 years from their issuance date.
Upon acquisition of Grindr Group, the SVA and Kunlun terminated
the director as part of the acquisition agreement. On June 10, 2020, Grindr Group canceled the 500,000 options previously granted to the director of Grindr Group pursuant to the terms of the termination agreement entered into between the
director and Grindr Inc. Grindr Group paid $30 to the director under the termination agreement which was recognized in “Selling, general and administrative expense” within the consolidated statements of operations and comprehensive income
(loss) in the period from February 18, 2020 through December 31, 2020. As of December 31, 2021, $204 and $361 were recognized in “Accrued expenses and other current liabilities” and “Other non-current liabilities”, which is payable to the
former director of Grindr Inc. on June 10, 2022 and June 10, 2023, respectively. As of December 31, 2020, $483 was recognized in “Other non-current liabilities”, which is payable to the former director of Grindr Inc. on June 10, 2022 and
June 10, 2023. The payment dates correspond to the timing of the payment of the deferred purchase price for the Acquisition.
Unit-based compensation information
The following table summarizes unit-based compensation expenses
for the year ended December 31, 2021 and for the period from February 18, 2020 through December 31, 2020:
|
|
| |
Year ended
December 31,
2021
|
| |
From February 18,
2020 through
December 31,
2020
|
|
Selling, general and administrative expenses
|
| |
$2,217
|
| |
$846
|
|
Product development expenses
|
| |
268
|
| |
70
|
|
|
| |
$2,485
|
| |
$916
|
Unit-based compensation expense that was capitalized as an asset
was $117 and $8 for the year ended December 31, 2021 and for the period from February 18, 2020 through December 31, 2020, respectively.
F-160
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
16. Related Parties
For the period from February 18, 2020 through December 31, 2020
and the year ended December 31, 2021, the Company paid advisor fees and out-of-pocket expenses amounting to $389 and $913 to two individuals who hold ownership interest in Grindr Group, respectively.
See Note 9 and Note 15 for additional related party transactions with Catapult GP II and Catapult Goliath.
17. Subsequent Events
The Company has evaluated subsequent events through September 14,
2022, the date on which the consolidated financial statements were available to be issued and concluded there were no material subsequent events that required recognition or additional disclosures in the consolidated financial statements other
than as disclosed below.
On April 15, 2022, Grindr Group and Groove Coverage Limited
(“Groove”), which is 50%-owned by the president of San Vicente Holdings LLC entered into an agreement for Groove to provide consulting and advisory services for the Transactions (as described below). The successful completion of the Merger
(defined below) would result in the Company paying Groove $1,500 for such services.
On May 9, 2022, the Company’s subsidiary Grindr Group entered into
an Agreement and Plan of Merger (the “Merger Agreement”) with Tiga Acquisition Corp. (“Tiga”), a special purpose acquisition company and a related party. Pursuant to the terms of the Merger Agreement, subject to customary closing conditions of
the merger, including shareholder approval, a business combination between Tiga and Grindr Group will be effected through the merger of a subsidiary of Tiga into Grindr Group, with Grindr Group surviving as the surviving company and a
wholly-owned subsidiary of Tiga (the “Merger”). Once effective, all outstanding units of Grindr Group will be converted into a number of shares of common stock of Tiga pursuant to the terms and subject to the conditions set forth in the Merger
Agreement. Under the terms of the Merger Agreement, Grindr Group is permitted to distribute up to $370,000 to its members, including affiliates of SVA, to repay the entire Deferred Payment obligation that currently exists at SVA with cash from
the Merger.
On May 9, 2022, SVE and Catapult Goliath entered into an agreement
to amend the vesting requirement for the Series P Units. Under the amendment, the Series P Units performance-based vesting target was amended to time-based vesting from the date of the amendment through December 31, 2022.
On June 10, 2022, the Board of Managers approved a distribution of
$0.75 per unit of Series X Ordinary Units, amounting to $83,313 to Series X Ordinary Unit holders as of the close of business on June 10, 2022. The distribution was paid on various dates in June and July 2022 (the “Distribution”). As part of
the Distribution, (1) $75,000 was deemed distributed to Groups Holding which was used to pay Kunlun Group Holdings Limited (“Kunlun”) a portion of the purchase price deferred payment resulting from the Company’s acquisition of Grindr, Inc. from
Kunlun, and (2) $4,040 was deemed distributed to Catapult GP II which was used for the payment of $3,362 of the accrued interest and $428 of the principal on the Note.
On June 13, 2022, Grindr Gap LLC and Grindr Capital LLC, wholly
owned subsidiaries of the Company, entered into an amendment to the Credit Agreement which allowed the Company to borrow an additional $60,000 (the “Amendment”). The debt issuance costs related to the Amendment totaled $955. Any borrowing under
the Amendment has the same terms as the Credit Agreement and is payable in full on June 30, 2025. See Note 7 for related terms of the Credit Agreement.
On July 7, 2022, Grindr Group, the Company’s subsidiary, granted
741,800 unit options to employees of Grindr Group under the 2020 Plan. These unit options have a grant-date fair value of $5.79 to $5.81 per unit. Compensation expense to be recognized relating to these grants is $4,304, which is expected to be
recognized over a weighted-average period of 4.0 years.
On August 26, 2022 and September 12, 2022, Grindr entered into
employment agreements with individuals who will serve as Grindr's Chief Executive Officer and Chief Financial Officer, succeeding the existing officers on
F-161
San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per
unit/share amounts and unit/share data)(continued)
October 19, 2022 and September 26, 2022, respectively. These employment agreements
include cash compensation and equity-based awards. The equity-based awards will be subject to the terms of a newly adopted equity incentive plan for new Grindr common stock (post Merger) as well as the approval of Grindr's board of directors,
and are subject to service, performance and market conditions.
F-162
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
|
Item 13.
|
Other Expenses of Issuance and Distribution.
|
The following table sets forth all costs and expenses, other than
underwriting discounts and commissions, payable by us in connection with the sale of the securities being registered. All amounts shown are estimates except for the SEC registration fee.
|
|
| |
Amount
|
|
SEC registration fee
|
| |
$145,059
|
|
Accountants’ fees and expenses
|
| |
60,000
|
|
Legal fees and expenses
|
| |
150,000
|
|
Miscellaneous fees and expenses
|
| |
50,000
|
|
Total expenses
|
| |
$405,059
|
Discounts, concessions, commissions and similar selling expenses
attributable to the sale of shares of Common Stock covered by this prospectus will be borne by the selling securityholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the
registration of the shares with the SEC, as estimated in the table above.
|
Item 14.
|
Indemnification of Directors and Officers.
|
Section 145 of the DGCL provides that a corporation may indemnify
directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened,
pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the Registrant. The DGCL provides that Section 145 is not exclusive
of other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise. The Registrant’s Certificate of Incorporation and Bylaws provide for
indemnification by the Registrant of its directors and officers to the fullest extent permitted by the DGCL.
Section 102(b)(7) of the DGCL permits a corporation to provide in
its Certificate of Incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach
of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful
stock repurchases redemptions or other distributions or (4) for any transaction from which the director derived an improper personal benefit. The Registrant’s Certificate of Incorporation provides for such limitation of liability to the fullest
extent permitted by the DGCL.
The Registrant has entered into indemnification agreements with
each of its directors and executive officers to provide contractual indemnification in addition to the indemnification provided in our Certificate of Incorporation. Each indemnification agreement provides for indemnification and advancements by
the Registrant of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to the Registrant or, at our request, service to other entities, as officers or directors to the maximum extent permitted by
applicable law. We believe that these provisions and agreements are necessary to attract qualified directors.
The Registrant also maintains standard policies of insurance under
which coverage is provided (1) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, while acting in their capacity as directors and officers of the Registrant and (2) to the
Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to any indemnification provision contained in the Registrant’s Certificate of Incorporation and Bylaws or otherwise as a matter of
law.
II-1
|
Item 15.
|
Recent Sales of Unregistered Securities.
|
The following list sets forth information regarding all
unregistered securities sold by us since January 1, 2019:
|
(1)
|
In July 2020, we issued an aggregate of 6,900,000 Tiga Class B Ordinary Shares for a total subscription price of $25,000; and
|
|
(2)
|
In July 2020, we issued an aggregate of 18,560,000 private placement warrants to Sponsor at a price of $1.00 per private
placement warrant, generating gross proceeds of $18,560,000.
|
None of the foregoing transactions involved any underwriters,
underwriting discounts or commissions, or any public offering. We believe each of these transactions was exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D promulgated
thereunder) as transactions by an issuer not involving any public offering or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer under benefit plans and contracts relating to compensation as provided
under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and
appropriate legends were placed on the share certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any
general solicitation or advertising.
II-2
|
Item 16.
|
Exhibits and Financial Statement Schedules.
|
|
(a)
|
Exhibits.
|
The exhibits listed below are filed as part of this registration
statement
|
|
| |
|
| |
Incorporated by Reference
|
|||||||||
|
Exhibit
|
| |
Description
|
| |
Schedule/Form
|
| |
File Number
|
| |
Exhibits
|
| |
Filing Date
|
| | |
Agreement and Plan of Merger by and among Tiga Acquisition Corp., Tiga Merger
Sub LLC and Grindr Group LLC, dated May 9, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
2.1
|
| |
November 23, 2022
|
|
| | |
First Amendment to the Agreement and Plan of Merger by and among Tiga
Acquisition Corp., Tiga Merger Sub LLC and Grindr Group LLC, dated October 5, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
2.2
|
| |
November 23, 2022
|
|
| | |
Amended and Restated Certificate of Incorporation of Grindr Inc., dated
November 18, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
3.1
|
| |
November 23, 2022
|
|
| | |
Amended and Restated Bylaws of Grindr Inc., dated November 18, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
3.2
|
| |
November 23, 2022
|
|
| | |
Specimen Common Stock Certificate of Grindr Inc.
|
| |
Form 8-K
|
| |
001-39714
|
| |
4.1
|
| |
November 23, 2022
|
|
| | |
Specimen Warrant Certificate of Grindr Inc.
|
| |
Form S-1
|
| |
001-39714
|
| |
4.2
|
| |
November 23, 2022
|
|
| | |
Warrant Agreement between Grindr Inc. and Continental Stock Transfer &
Trust Company, as warrant agent, dated November 23, 2020.
|
| |
Form 8-K
|
| |
001-39714
|
| |
4.3
|
| |
November 23, 2022
|
|
| | |
Certificate of Corporate Domestication of Tiga, dated November 17, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
4.4
|
| |
November 23, 2022
|
|
|
5.1***
|
| |
Opinion of Cooley LLP.
|
| |
|
| |
|
| |
|
| |
|
| | |
Amended and Restated Registration Rights Agreement by and among Grindr Inc.,
Tiga Sponsor LLC, the independent directors of Tiga, and certain former stockholders of Grindr Group LLC, dated November 18, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
10.1
|
| |
November 23, 2022
|
|
| | |
Form of Indemnification Agreement of Grindr Inc.
|
| |
Form 8-K
|
| |
001-39714
|
| |
10.2
|
| |
November 23, 2022
|
|
| | |
Grindr Inc.’s 2022 Equity Incentive Plan and forms of award agreement
thereunder.
|
| |
Form 8-K
|
| |
001-39714
|
| |
10.3
|
| |
November 23, 2022
|
|
| | |
Convertible Promissory Note, between Tiga Acquisition Corp. and Tiga Sponsor
LLC, dated as of March 16, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
10.4
|
| |
November 23, 2022
|
|
| | |
Payoff Letter between Tiga Acquisition Corp. and Tiga Sponsor LLC, dated
November 17, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
10.5
|
| |
November 23, 2022
|
|
II-3
|
|
| |
|
| |
Incorporated by Reference
|
|||||||||
|
Exhibit
|
| |
Description
|
| |
Schedule/Form
|
| |
File Number
|
| |
Exhibits
|
| |
Filing Date
|
| | |
Amended and Restated Forward Purchase Agreement, between Tiga Acquisition Corp.
and Tiga Sponsor LLC, dated May 9, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
10.6
|
| |
November 23, 2022
|
|
| | |
Joinder and Assignment Agreement to Amended and Restated Forward Purchase
Agreement by and among San Vicente Parent LLC, Tiga Acquisition Corp., and Tiga Sponsor LLC, dated November 10, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
10.7
|
| |
November 23, 2022
|
|
| | |
First Amendment to the Warrant Agreement between Grindr Inc. and Continental
Stock Transfer & Trust Company, as warrant agent, dated November 17, 2022.
|
| |
Form 8-K
|
| |
001-39714
|
| |
10.8
|
| |
November 23, 2022
|
|
| | |
Credit Agreement, dated as of June 10, 2020, among Grindr Gap LLC, Grindr
Capital LLC, Fortress Credit Corp., and the other parties thereto, as amended on February 25, 2021.
|
| |
Form S-4/A
|
| |
333-264902
|
| |
10.9
|
| |
October 31, 2022
|
|
| | |
Amendment No. 1 to the Credit Agreement, dated as of February 25, 2021, among
Grindr Gap LLC, Grindr Capital LLC, Fortress Credit Corp. and the other parties thereto.
|
| |
Form S-4/A
|
| |
333-264902
|
| |
10.10
|
| |
October 31, 2022
|
|
| | |
Amendment No. 2 to the Credit Agreement, dated as of June 13, 2022, among
Grindr Gap LLC, Grindr Capital LLC, Fortress Credit Corp. and the other parties thereto.
|
| |
Form S-4/A
|
| |
333-264902
|
| |
10.11
|
| |
October 31, 2022
|
|
| | |
Amendment No. 3 to the Credit Agreement, dated as of November 14, 2022, among
Grindr Gap LLC, Grindr Capital LLC, Fortress Credit Corp. and the other parties thereto.
|
| |
|
| |
|
| |
|
| |
|
|
| | |
Letter from WithumSmith+Brown, PC to the SEC, dated November 23, 2022
|
| |
Form 8-K
|
| |
001-39714
|
| |
16.1
|
| |
November 23, 2022
|
|
| | |
List of Subsidiaries.
|
| |
Form 8-K
|
| |
001-39714
|
| |
21.1
|
| |
November 23, 2022
|
|
| | |
Consent of Ernst & Young LLP, independent registered public accounting
firm.
|
| |
|
| |
|
| |
|
| |
|
|
| | |
Consent of Ernst & Young LLP, independent registered public accounting
firm.
|
| |
|
| |
|
| |
|
| |
|
|
| | |
Consent of WithumSmith+Brown, PC, independent registered public accounting
firm.
|
| |
|
| |
|
| |
|
| |
|
|
II-4
|
|
| |
|
| |
Incorporated by Reference
|
|||||||||
|
Exhibit
|
| |
Description
|
| |
Schedule/Form
|
| |
File Number
|
| |
Exhibits
|
| |
Filing Date
|
|
23.4***
|
| |
Consent of Cooley LLP (included in Exhibit 5.1).
|
| |
|
| |
|
| |
|
| |
|
| | |
Power of Attorney.
|
| |
Form S-4/A
|
| |
333-264902
|
| |
24.1
|
| |
October 31, 2022
|
|
| | |
Filing Fee Table
|
| |
|
| |
|
| |
|
| |
|
|
|
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.
|
| |
|
| |
|
| |
|
| |
|
|
*
|
Filed herewith.
|
|
**
|
Previously filed.
|
|
***
|
To be filed in an amendment.
|
|
+
|
Indicates a management or compensatory plan.
|
|
†
|
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
|
|
††
|
Certain portions of this exhibit (indicated by asterisks) have been excluded pursuant to Item 601(b)(10) of Regulation S-K
because they are both not material and are the type that the Registrant treats as private or confidential.
|
|
(b)
|
Financial Statement Schedules.
|
Schedules not listed above have been omitted because the
information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
|
Item 17.
|
Undertakings.
|
|
(a)
|
The undersigned registrant hereby undertakes as follows:
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement:
|
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
|
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement.
|
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
II-5
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
|
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
|
(5)
|
That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
|
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
|
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or
referred to by the undersigned registrant;
|
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the
undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and
|
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
|
(b)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the undersigned pursuant to the foregoing provisions, or otherwise, the undersigned has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned of expenses incurred or paid by a director, officer or controlling person of the
undersigned in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned will, unless in the opinion of our
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
|
II-6
Pursuant to the requirements of the Securities Act of 1933, the
Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of West Hollywood, State of California, on this 13th day of December, 2022.
|
|
| |
GRINDR INC.
|
|
|
| |
|
|
|
| |
By:
|
|
|
| |
|
|
|
| |
/s/ Vandana Mehta-Krantz
|
|
|
| |
Vandana Mehta-Krantz
|
|
|
| |
Chief Financial Officer
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints George Arison and Vandana Mehta-Krantz, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this
Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the capacities and on the date indicated.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
|
Signature
|
| |
Title
|
| |
Date
|
|
/s/ George Arison
|
| |
Chief Executive Officer and Director
(Principal Executive Officer)
|
| |
December 13, 2022
|
|
George Arison
|
| |
|
|||
|
|
| |
|
| |
|
|
/s/ Vandana Mehta-Kratnz
|
| |
Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
|
| |
December 13, 2022
|
|
Vandana Mehta-Kratnz
|
| |
|
|||
|
|
| |
|
| |
|
|
/s/ Austin “AJ” Balance
|
| |
Chief Product Officer
|
| |
December 13, 2022
|
|
Austin “AJ” Balance
|
| |
|
|||
|
|
| |
|
| |
|
|
/s/ James Fu Bin Lu
|
| |
Chairperson of the Board
|
| |
December 13, 2022
|
|
James Fu Bin Lu
|
| |
|
|||
|
|
| |
|
| |
|
|
/s/ G. Raymond Zage, III
|
| |
Director
|
| |
December 13, 2022
|
|
G. Raymond Zage, III
|
| |
|
|||
|
|
| |
|
| |
|
|
/s/ J. Michael Gearon, Jr.
|
| |
Director
|
| |
December 13, 2022
|
|
J. Michael Gearon, Jr.
|
| |
|
|||
|
|
| |
|
| |
|
|
/s/ Nathan Richardson
|
| |
Director
|
| |
December 13, 2022
|
|
Nathan Richardson
|
| |
|
II-7
|
Signature
|
| |
Title
|
| |
Date
|
|
|
| |
|
| |
|
|
/s/ Daniel Brooks Baer
|
| |
Director
|
| |
December 13, 2022
|
|
Daniel Brooks Baer
|
| |
|
|||
|
|
| |
|
| |
|
|
/s/ Gary I. Horowitz
|
| |
Director
|
| |
December 13, 2022
|
|
Gary I. Horowitz
|
| |
|
|||
|
|
| |
|
| |
|
|
/s/ Meghan Stabler
|
| |
Director
|
| |
December 13, 2022
|
|
Meghan Stabler
|
| |
|
|||
|
|
| |
|
| |
|
|
/s/ Maggie Lower
|
| |
Director
|
| |
December 13, 2022
|
|
Maggie Lower
|
| |
|
II-8