Delaware
(State or other jurisdiction of
incorporation or organization)
|
| |
7370
(Primary Standard Industrial
Classification Code Number)
|
| |
92-1079067
(I.R.S. Employer
Identification No.)
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William Shafton
|
| |
David Peinsipp
|
VP, Business & Legal Affairs and Secretary
|
| |
Kristin VanderPas
|
Grindr Inc.
|
| |
Cooley LLP
|
750 N. San Vicente Blvd., Suite RE 1400
|
| |
3 Embarcadero Center, 20th Floor
|
West Hollywood, CA 90069
|
| |
San Francisco, CA 94111
|
(310) 776-6680
|
| |
(415) 693-2000
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Large accelerated filer
|
| |
☐
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Accelerated filer
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| |
☐
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Non-accelerated filer
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| |
☒
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Smaller reporting company
|
| |
☒
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Emerging growth company
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☒
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•
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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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•
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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:
|
○
|
competition in the dating and social networking products and services industry;
|
○
|
the ability to maintain and attract users;
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○
|
fluctuation in quarterly and yearly results;
|
○
|
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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•
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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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•
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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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•
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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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•
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the ability to maintain the listing of Common Stock and Public Warrants on the NYSE; and
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•
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the increasingly competitive environment in which we operate.
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•
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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.
|
•
|
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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•
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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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•
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Unfavorable media coverage could materially and adversely affect our business, brand, or reputation.
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•
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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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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 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.
|
•
|
Activities of our users or content made available by such users could subject us to liability.
|
•
|
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.
|
•
|
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.
|
•
|
up to 6,900,000 Founder Shares;
|
•
|
up to 144,214,804 shares of Common Stock owned by certain equityholders of Legacy Grindr, pursuant to the A&R
Registration Rights Agreement;
|
•
|
up to 5,000,000 shares of Common Stock are issuable upon the exercise of the FPA Warrants;
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•
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up to 297,157 shares of Common Stock acquirable upon the exercise of certain options; and
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•
|
up to 18,560,000 shares of Common Stock issuable upon the exercise of the Private Placement Warrants.
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•
|
users increasingly engage with competing products or services;
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•
|
user behavior on any of our products and services change, including decreases in the quality of the user base and frequency of
use of our products and services;
|
•
|
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;
|
•
|
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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•
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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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•
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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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•
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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;
|
•
|
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;
|
•
|
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;
|
•
|
we are unable to combat inappropriate or abusive use of our platform;
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•
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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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•
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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;
|
•
|
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;
|
•
|
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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•
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there are changes mandated by legislation, regulations, or government actions.
|
•
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the usefulness, ease of use, performance, and reliability of our products and services compared to our competitors;
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•
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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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•
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our ability to acquire efficiently new users for our products and services;
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•
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the timing and market acceptance of our products and services;
|
•
|
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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•
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our customer service and support efforts;
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•
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the reputation of our brand for trust and safety and privacy and data protection, among other things;
|
•
|
adverse media reports or other negative publicity;
|
•
|
the effectiveness of our advertising and sales teams;
|
•
|
continued growth in internet access and smartphone adoption in certain regions of the world, particularly emerging markets;
|
•
|
changes mandated by legislation, regulatory authorities, or litigation, including settlements and consent decrees, some of
which may have a disproportionate effect on us;
|
•
|
acquisitions or consolidations within our industry, which may result in more formidable competitors;
|
•
|
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;
|
•
|
our ability to cost-effectively manage and grow our operations; and
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•
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our ability to maintain the value and reputation of our brand relative to our competitors.
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
adverse litigation judgments, settlements, or other litigation-related costs;
|
•
|
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
|
•
|
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.
|
•
|
decreases in monthly active users and user growth and engagement, including time spent on our products and services;
|
•
|
decreased user access to and engagement with us through our mobile products and services;
|
•
|
the degree to which our users cease or reduce the number of times they engage with ads placed through our products and
services;
|
•
|
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;
|
•
|
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;
|
•
|
adverse legal developments relating to advertising, including legislative action, regulatory developments, and litigation;
|
•
|
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;
|
•
|
adverse media reports or other negative publicity involving us or other companies in our industry;
|
•
|
our inability to create new products and services that sustain or increase the value of our ads and other commercial content;
|
•
|
changes in the pricing of online advertising;
|
•
|
difficulty and frustration from advertisers who may need to reformat or change their advertisements to comply with our
guidelines;
|
•
|
the impact of new technologies that could block or obscure the display of our ads and other commercial content; and
|
•
|
the impact of macroeconomic conditions and conditions in the advertising industry in general.
|
•
|
operational and compliance challenges caused by distance, language, and cultural differences;
|
•
|
political tensions, social unrests, or economic instability, particularly in the countries in which we operate;
|
•
|
differing levels of social and technological acceptance of our products and services, or lack of acceptance of them generally;
|
•
|
low usage and/or penetration of internet-connected consumer electronic devices;
|
•
|
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;
|
•
|
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;
|
•
|
our lack of a critical mass of users in certain markets;
|
•
|
fluctuations in currency exchange rates;
|
•
|
higher levels of credit risk and payment fraud;
|
•
|
enhanced difficulties of integrating any foreign acquisitions;
|
•
|
burdens of complying with a variety of foreign laws, including multiple tax jurisdictions;
|
•
|
competitive environments that favor local businesses;
|
•
|
reduced protection for intellectual property rights in some countries;
|
•
|
difficulties in staffing and managing global operations and the increased travel, infrastructure, and legal compliance costs
associated with multiple international locations;
|
•
|
regulations that might add difficulties in repatriating cash earned outside the U.S. and otherwise preventing us from freely
moving cash;
|
•
|
import and export restrictions and changes in trade regulations;
|
•
|
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;
|
•
|
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;
|
•
|
compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar anti-corruption laws in other
jurisdictions; and
|
•
|
compliance with statutory equity requirements and management of tax consequences.
|
•
|
hiring additional technical personnel to bolster our accounting capabilities and capacity, including the evaluation of
technical and reporting accounting materials;
|
•
|
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;
|
•
|
designing and implementing appropriate modules in our financial systems to automate manual reconciliations and calculations;
and
|
•
|
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.
|
•
|
incur or guarantee additional debt;
|
•
|
incur certain liens;
|
•
|
effect change of control events;
|
•
|
make certain investments;
|
•
|
make certain payments or other distributions;
|
•
|
declare or pay dividends;
|
•
|
enter into transactions with affiliates;
|
•
|
prepay, redeem or repurchase any subordinated indebtedness or enter into amendments to certain subordinated indebtedness in a
manner materially adverse to the lenders; and
|
•
|
transfer or sell assets.
|
•
|
a limited availability of market quotations for our securities;
|
•
|
reduced liquidity for our securities;
|
•
|
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;
|
•
|
a limited amount of news and analyst coverage; and
|
•
|
a decreased ability to issue additional securities or obtain additional financing in the future.
|
•
|
changes in the industry in which we operate;
|
•
|
the success of competitive services or technologies;
|
•
|
developments involving our competitors;
|
•
|
regulatory or legal developments in the United States and other countries;
|
•
|
developments or disputes concerning our intellectual property or other proprietary rights;
|
•
|
the recruitment or departure of key personnel;
|
•
|
actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities
analysts;
|
•
|
variations in our financial results or those of companies that are perceived to be similar to us;
|
•
|
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
|
•
|
the other factors described in this “Risk Factors” section.
|
•
|
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”).
|
•
|
ILGA World, State-Sponsored Homophobia Global Legislation Overview Update Report, 2022 (the “ILGA
World Report”).
|
•
|
Morning Consult April–May 2022 Q1 Survey of 1000 GBTQ US Adults, commissioned by Legacy Grindr (the “Morning Consult Survey”).
|
•
|
Revenues of $50.4 million and $38.2 million, respectively. The increase was $12.2 million, or 31.9%.
|
•
|
Net Income (Loss) of $(4.7) million and $1.9 million, respectively. The decrease was $6.6 million, or (347.4)%.
|
•
|
Adjusted EBITDA of $24.0 million and $20.5 million, respectively. The increase was $3.5 million, or 17.1%.
|
•
|
Revenue of $140.5 million and $100.8 million, respectively. The increase was $39.7 million, or 39.4%.
|
•
|
Net Income (Loss) of $(4.3) million and $(1.4) million, respectively. The decrease was $2.9 million, or (207.1)%.
|
•
|
Adjusted EBITDA of $65.8 million and $53.7 million, respectively. The increase was $12.1 million, or 22.5%.
|
•
|
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%.
|
•
|
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%.
|
•
|
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.
|
(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.
|
•
|
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.
|
•
|
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).
|
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
|
| |
|
|
| |
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)
|
| |
$2,441
|
Results of Operations
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
($ 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)
|
| |
|
| |
$(0.01)
|
| |
|
($ 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
|
| |
$81,625
|
|
| |
Successor
|
| |
Predecessor
|
||||||
($ 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
|
| |
$84,046
|
($ 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 $0.1 million, respectively.
|
|
| |
Successor
|
| |
Predecessor
|
||||||
($ 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 $0.6 million that are unrelated to Legacy Grindr’s core ongoing business operations.
|
|
| |
Successor
|
| |
Predecessor
|
||||||
($ 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
|
| |
$33,289
|
($ 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
|
•
|
Approximately 10.8 million MAUs in 2021.
|
•
|
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.
|
•
|
MAUs in over 190 countries and territories in the world as of September 30, 2022.
|
•
|
21 supported languages on Android and 9 on iOS as of September 30, 2022.
|
•
|
On average, users on our platform sent over 260 million daily messages in 2021.
|
•
|
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.
|
•
|
We help people find meaningful connections, whether it's casual dating, relationships and love, community and friendships,
travel information, local and discovery, and beyond.
|
•
|
Our platform builds community and friendships. Our user experience is essentially a world without walls, connecting one user to
the next, allowing the community to see each other, many of whom sometimes feel unseen.
|
•
|
We are advancing LGBTQ equality and safety. Our Grindr for Equality initiative, or G4E, has worked around the world for the
safety and justice for the LGBTQ community. Coordinating with NGOs, governments, and nonprofits, G4E has worked to change and inform policy, increase access to vital healthcare services such as HIV testing, and bring valuable information
to millions of people in over 50 languages.
|
•
|
We bring empowerment through partnerships with organizations such as Aids/Lifecycle, National/Local Pride Organizations, and
Voting Campaigns.
|
•
|
We drive social influence with fun and engaging ways on social media channels to help the general population better understand
our community, plight, and interconnectedness.
|
•
|
Total revenue of $145.8 million and $104.5 million, respectively, representing year-over-year growth of 39.6%;
|
•
|
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
|
•
|
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%.
|
•
|
Total revenue of $50.4 million and $38.2 million, respectively, representing period-over-period growth of 31.9%;
|
•
|
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
|
•
|
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%.
|
•
|
Total revenue of $140.5 million and $100.8 million, respectively, representing period-over-period growth of 39.4%;
|
•
|
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
|
•
|
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%.
|
Key features of our Grindr App include:
|
| |
|
|
| ||
Identity expression: users
can create, manage, and control
their identity, profile,
and presence on the app.
|
| ||
|
| ||
Connection: users can find
and be found by those they are
interested in; those nearby
right now, or anywhere globally.
|
| ||
|
| ||
Interaction: users can chat
and interact with any profile
instantly, in an open, fun,
and engaging way.
|
| ||
|
| ||
Trust and Safety: users
receive guidance and tools to be safe
across their experience.
|
| ||
|
| ||
Premium: users can pay for
greater access to more users and
for more control over how
they find one another and interact.
|
|
1. Sign up: New users create an account with their email, or through social media
account authentication (e.g., Facebook, Google, Apple)
|
| |
|
| |
2. Age verification: Users verify their age to confirm they are not a minor, and
that they are eligible to use the Grindr service.
|
| |
|
|
| |
|
| |
|
| |
|
3. Human Verification: Users complete a human verification step to reduce the
spam and bot activity on the app, and sign our Terms and Conditions of Service, as well as our Privacy and Cookie Policy.
|
| |
|
| |
4. Profile Photos: Users create a rich profile expressing their identity, by
first adding a visual representation of themselves through photos and media.
|
| |
|
|
| |
|
| |
|
| |
|
5. About Me: Users personalize their profile by adding a display name and custom
“about me” narrative, enlivening their profile and helping them form more meaningful connections with others.
|
| |
|
| |
6. Stats: Users can optionally share key data such as age, height, tribe, body
type, gender identity, ethnicity, relationship status, and self-reported sexual health information, to help them connect with others in the queer community.
|
| |
|
7. Tags: Users express their interests, identity, and community affiliation by
adding tags to their profile.
|
| |
|
| |
8. Complete Profile: Users’ completed profile is their chosen representation of
themselves and their identity on the platform, and enables them to find and be found by those they are interested in.
|
| |
|
1. The Cascade: Users are instantly immersed in the community when they arrive on
The Cascade: Grindr’s industry-defining user interface – a grid of profiles with location information, creating many connections quickly and easily.
|
| |
|
| |
2. Filters: Users can personalize their cascade by filtering for key
characteristics they are interested in.
|
| |
|
|
| |
|
| |
|
| |
|
3. Search: Users can find others with specific interests and community
affiliations by searching for others with specific tags on their profile
|
| |
|
| |
4. Tags: Users can find community by browsing custom cascades composed of
profiles sharing the same tags
|
| |
|
|
| |
|
| |
|
| |
|
5. Explore: Users can also explore cascades of other users in locations across
the globe, forming meaningful connections anywhere.
|
| |
|
| |
6. Viewed Me: Users can see those who may be interested in them, having recently
viewed their profile.
|
| |
|
3. Share Photos: Users can have rich and meaningful
interactions by sharing additional photos with one another through the messaging feature.
|
| |
|
| |
4. Albums: Users can further meaningful interactions by creating private albums,
which they can share with select individuals with whom they have a special connection.
|
| |
|
|
| |
|
| |
|
| |
|
5. Share video and audio: Users can also deepen connections by sharing video or
audio with one another through the messaging feature.
|
| |
|
| |
6. Live Video Calls: Users can also interact with live video calls to further get
to know one another, or confirm their mutual interests.
|
| |
|
|
| |
|
| |
|
| |
|
7. Group messaging: Multiple users can interact and meet one
another through the group messaging feature.
|
| |
|
| |
8. Location sharing: When users have built up a trusting connection, they can
choose to share their location and make plans to meet in real life.
|
| |
|
1. Sexual health + testing information: Users can express their sexual health and
testing information on their profile, and view the same information from users who have chosen to share it. They can also choose to receive testing reminders to help maintain their health.
|
| |
|
| |
2. Blocking: Users may block other profiles if they are not having a positive or
meaningful interaction.
|
| |
|
|
| |
|
| |
|
| |
|
3. Reporting and proactive monitoring: Users may report behavior that may violate
the terms of the platform. Grindr provides reactive and proactive moderation services to support the user and platform safety.
|
| |
|
| |
4. Help Center: Users are provided with easy access to helpful safety information
at any time in the app and at various points throughout the service.
|
| |
|
•
|
Access to view 100 profiles on the Nearby Cascade
|
•
|
Use of some basic filters to find others
|
•
|
Use of all tags to search for users with similar interest
|
•
|
Tapping others to express interest
|
•
|
Viewing user profiles in the explore tab
|
•
|
Messaging openly with anyone from the Nearby Cascade
|
•
|
Sharing photos and location information through messages to facilitate meaningful connections
|
•
|
600 profiles: access to 5x more (up to 600) profiles on our Nearby Cascade than our free version of the app
|
•
|
No ads: removal of banner and interstitial ads, providing XTRA users with an ad-free experience
|
•
|
Advanced filters: e.g. height, weight, body type, relationship status, online status, photos, and prior chat history
|
•
|
XTRA Explore: increased utility of Explore mode, including the ability to chat with, tap, and favorite users
|
•
|
Premium messaging features: e.g. frequently used phrases and message read receipts
|
•
|
Unlimited profiles: allowing users to view unlimited profiles on the Nearby, Explore, and Tag cascades
|
•
|
Viewed Me: allowing users to see who is looking at their profile
|
•
|
Incognito: allowing users to browse without being seen
|
•
|
Unsend: allows users to undo sent messages and photos
|
•
|
Typing status: allowing users to know when someone is in the process of messaging them
|
•
|
Translate: allowing users to translate messages in different languages
|
XTRA
|
| |
|
| |
|
| |
|
1. 600 Profiles
|
| |
|
| |
2. No Ads
|
| |
|
|
| |
|
| |
|
| |
|
3. Advanced Filters
|
| |
|
| |
4. Saved phrases and read receipts
|
| |
|
1. Unlimited profiles
|
| |
|
| |
2. Viewed Me
|
| |
|
|
| |
|
| |
|
| |
|
3. Incognito
|
| |
|
| |
4.Typing status + unsend
|
| |
|
•
|
The Largest Global LGBTQ Focused Mobile Social Platform. We were
established in 2009 as 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.
|
•
|
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.
|
•
|
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
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
Expand Monetization Capabilities. We believe we can improve our
monetization capabilities by continuing to optimize and develop our subscription offerings, introducing more stand-alone premium functions, and further optimizing our indirect revenue offerings, as described in more detail below:
|
•
|
Continue to optimize and develop our subscription offerings. We plan to continue to optimize our subscription conversion
through features like introductory offers, discounted trials, and win-back offers. We plan to continue to develop our subscription offerings by adding more premium features to
|
•
|
Introduce more stand-alone paid features. We intend to introduce more stand-alone paid features in addition to existing
subscription services. For example, we plan to allow some premium features to be purchased on a stand-alone basis, including better profile positions, appearance management, and other functions.
|
•
|
Further optimize our indirect business. We intend to further optimize our indirect business by leveraging our advertising
partnerships, brand sales team, and self-serve advertising system. We will continue to experiment and evaluate opportunities to increase indirect revenue through brand partnerships, unique advertising units, and merchandise.
|
•
|
Grow Our User Base. We plan to deepen our penetration in our
current markets, including in our key established markets such as the United States and Europe. We will continue to introduce additional features that boost user engagement, increase retention, and stimulate existing users to make
word-of-mouth referrals. We also plan to enhance our marketing initiatives in these core regions. We also plan to grow our user base by targeting geographic regions outside of our current core markets that have a large number of untapped
potential users and fast-growing economies. In order to attract users in these new markets, we may offer innovative and customized products and services and features adapted to specific market conditions and demands. To supplement our
organic user growth, we plan to selectively invest in paid online channels, digital video channels and, where appropriate, offline channels, to further improve our penetration and market share in certain markets.
|
•
|
Continue to Innovate and Develop New Features. We plan to continue
to improve our products and services and introduce new features and functions for better user experiences and higher user engagement. These features and functions may be broadly implemented or strategically targeted at select regions. For
example, we 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.
|
•
|
Diversify Our Products and Services and Platform. We will continue
to diversify our offerings both vertically and horizontally. Our global reach and scale have given us insights into the unique challenges our user base experiences. We believe these insights will enable us to diversify our product into
other areas that touch or concern our users. We are in the early stages of building a web-based product that will allow our privacy-focused users a way to use our product without downloading an app through an app ecosystem. Additionally,
we are collaborating with several partners in related industries to explore complementary functions and products and services to serve the core social interaction needs of our users.
|
•
|
Invest in Machine Learning and Data Science. We will continue to
invest in data to improve our product, protect our users, fight abuse and spam on our platform, and attract new users. We believe our efforts in machine learning and data science will help our users have more successful connections and
improve the overall experience on our platform.
|
•
|
Pursue Strategic Investments and Acquisitions. In addition to
organic growth, we also plan to make strategic investments and acquisitions in targeted markets. We are continually seeking opportunities for potential strategic investments in, or acquisitions of, related or complementary businesses to
help build a stronger social ecosystem for the LGBTQ community.
|
•
|
Location-based Technologies. We have built a large-scale location
search system to connect our online users’ locations in real-time so they can seamlessly engage with their hyper-local community. This scale and accuracy of our system differentiates us from competitors. Our technology manages millions of
users’ real-time locations every second of every day. We have developed a carefully optimized system capable of 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.
|
•
|
Data Management, Protection, and Privacy. We process over ten
terabytes of user data generated on our platform on a daily basis; from that we persist over seven terabytes of data per day. In order to do this, we have built our own data warehouse infrastructure on top of world class third-party
platforms. We have also built and deployed tools that allow for easy data summarization, ad hoc querying, and analysis of large datasets. These technologies help us provide each user with a personalized experience.
|
•
|
Our Information Security and Data Protection Program closely aligns with the National Institute of Standards and Technologies’
(“NIST”) Cybersecurity Framework. In order to protect our data estate we have devised many procedures and controls to ensure our data is confidential, available, and maintains integrity. The level
of controls utilized to maintain confidentiality, availability, and integrity of our data is based upon a data matrix that takes into account the sensitivity and criticality of the data. Our controls implore the usage of industry standard
one-way hashing, and both symmetric and asymmetric encryption for data at rest and in transit.
|
•
|
Access to data stores 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.
|
•
|
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.
|
•
|
Client first technologies. Our APIs are designed to support
real-time product features agnostic of the clients (mobile or web). We believe in the approach of build once and leverage across several clients to deliver superior uniform user experience. It’s common for users to switch between devices
and other mediums and this system ensures our users can pick up where they left off.
|
•
|
Automated Review. We implement preventative technologies to help
mitigate risks of user misbehavior. We automatically scan profiles upon creation and conduct ongoing scans for fraudulent behavior or violations of our Community Guidelines. Our algorithms and automations remove many malicious profiles
before they can interact with our community. We utilize third party tooling to enhance our automated review capabilities. In addition, we provide users with a robust appeals system which allows our users to have a manual human review of
any automated decision.
|
•
|
Manual Review. Our experienced human reviewers play an integral
role in our moderation process. As of 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.
|
•
|
Community Feedback. Our engaged user base also helps us maintain a
safe, positive, and inclusive community. Through in-app tools, we encourage users to report inappropriate content and misbehavior.
|
•
|
Online Initiatives. We attract new users and generate brand
awareness through data and insight-driven content marketing and social media initiatives, influencer marketing campaigns, and video and brand partnerships. In addition, we leverage the Grindr App’s internal marketing tools and
capabilities to connect external brands with our user base, and to drive awareness for our own new features and initiatives. We also partner with G4E to provide in-kind donations of digital marketing inventory to LGBTQ community groups
around the world. We regularly reassess growth opportunities across all of our organic, owned and operated, and paid channels. To date, relatively little paid online user acquisition has been required for us to grow, given our brand
awareness and word-of-mouth referrals.
|
•
|
Offline Initiatives. We organize and participate in a variety of
offline events to increase brand awareness and underscore commitment to the LGBTQ community. These events can also provide opportunities for monetization through sponsorships. Examples include WorldPride sponsorships in New York and
Copenhagen, the Outfest premier of our first original scripted web series Bridesman, annual activations at
|
•
|
our ability to maintain and further develop our well-established brand;
|
•
|
our ability to continue to engage and grow our user base through technological innovation and introduction of new products and
services that meet user requirements;
|
•
|
our ability to efficiently distribute our products and services to new and existing users;
|
•
|
our ability to improve and maintain superior user experience of our platform, supported by well-designed products and services
and functions;
|
•
|
our ability to monetize our products and services;
|
•
|
our safety and security efforts and our ability to protect user data and to provide users with control over their data;
|
•
|
our ability to expand and maintain our global footprint;
|
•
|
our ability to navigate the changing regulatory landscape, particularly the changes in regulations relating to consumer digital
media platforms, privacy and data protection;
|
•
|
our ability to attract, retain and motivate talented employees, particularly software engineers, designers and product
managers; and
|
•
|
our ability to cost-effectively manage and grow our operations.
|
(1)
|
registration of 64 domain names;
|
(2)
|
over 50 trademarks and 5 trademark applications;
|
(3)
|
12 copyright registrations; and
|
(4)
|
6 patents and 1 patent application.
|
Name
|
| |
Age
|
| |
Position
|
Executive Officers and Director
|
| |
|
| |
|
George Arison
|
| |
46
|
| |
Chief Executive Officer, Director
|
Vandana Mehta-Krantz
|
| |
55
|
| |
Chief Financial Officer
|
Austin “AJ” Balance
|
| |
35
|
| |
Chief Product Officer
|
Non-Employee Directors
|
| |
|
| |
|
G. Raymond Zage, III
|
| |
52
|
| |
Director
|
James Fu Bin Lu
|
| |
40
|
| |
Chairperson, Director
|
J. Michael Gearon, Jr.
|
| |
57
|
| |
Director
|
Daniel Brooks Baer
|
| |
45
|
| |
Director
|
Meghan Stabler
|
| |
59
|
| |
Director
|
Gary I. Horowitz
|
| |
65
|
| |
Director
|
Maggie Lower
|
| |
47
|
| |
Director
|
Nathan Richardson
|
| |
51
|
| |
Director
|
•
|
appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;
|
•
|
discussing with our independent registered public accounting firm their independence from management;
|
•
|
reviewing with our independent registered public accounting firm the scope and results of their audit;
|
•
|
pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting
firm;
|
•
|
overseeing the financial reporting process and discussing with management and our independent registered public accounting firm
the interim and annual financial statements that we file with the SEC;
|
•
|
reviewing and overseeing compliance with certain of our policies applicable to directors and employees, including, among other
things, the Related-Person Transactions Policy;
|
•
|
reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with
legal and regulatory requirements; and
|
•
|
establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting or auditing
matters.
|
•
|
reviewing, overseeing, modifying and approving our overall compensation strategy and policies;
|
•
|
reviewing and approving the compensation of the Chief Executive Officer;
|
•
|
making recommendations to the Board regarding the compensation of our senior management and directors;
|
•
|
reviewing and approving certain of our policies applicable to directors;
|
•
|
reviewing and approving or making recommendations to the Board regarding our incentive compensation and equity-based plans and
arrangements; and
|
•
|
reviewing and establishing appropriate insurance coverage for our directors and officers.
|
•
|
identifying individuals qualified to become new Board members, consistent with criteria approved by the Board;
|
•
|
identifying members of the Board qualified to fill vacancies on any Board committee and recommending that the Board appoint the
identified member or members to the applicable committee;
|
•
|
reviewing and recommending to the Board the compensation program for the Board’s non-executive directors;
|
•
|
reviewing and recommending to the Board corporate governance principles applicable to us;
|
•
|
overseeing the evaluation and performance of the Board and management;
|
•
|
reviewing and overseeing compliance with certain of our policies applicable to directors, including, among other things, the
Code of Business Conduct and Ethics;
|
•
|
overseeing legal, regulatory and public policy matters material to us, particularly with respect to matters that could have a
significant reputational impact on us; and
|
•
|
handling such other matters that are specifically delegated to the committee by the Board from time to time.
|
•
|
for any transaction from which the director derives an improper personal benefit;
|
•
|
for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
•
|
for any unlawful payment of dividends or redemption of shares; or
|
•
|
for any breach of a director’s or an officer’s duty of loyalty to the corporation or its shareholders.
|
•
|
George Arison, Chief Executive Officer and director;
|
•
|
Vandana Mehta Krantz, Chief Financial Officer;
|
•
|
Jeffrey C. Bonforte, Former Chief Executive Officer;
|
•
|
Gary C. Hsueh, Former Chief Financial Officer; and
|
•
|
Austin “AJ” Balance, Chief Product Officer.
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)(1)
|
| |
Bonus
($)
|
| |
Stock
Awards
($)
|
| |
Total
($)
|
George Arison(2)(6)
Chief Executive Officer
|
| |
2022
|
| |
212,991
|
| |
—
|
| |
44,051,331
|
| |
44,264,322
|
Vandana Mehta Krantz(3)(7)
Chief Financial Officer
|
| |
2022
|
| |
136,305
|
| |
112,500
|
| |
5,387,410
|
| |
5,636,215
|
Jeffrey C. Bonforte(4)
Former Chief Executive Officer
|
| |
2022
|
| |
526,796
|
| |
—
|
| |
—
|
| |
526,796
|
Gary C. Hsueh(5)
Former Chief Financial Officer
|
| |
2022
|
| |
439,296
|
| |
—
|
| |
—
|
| |
439,296
|
Austin “AJ” Balance
Chief Product Officer
|
| |
2022
|
| |
376,959
|
| |
25,000
|
| |
—
|
| |
401,959
|
(1)
|
Represent amounts earned during the year ended December 31, 2022, whether or not paid in 2022.
|
(2)
|
Mr. Arison was hired as Grindr’s Chief Executive Officer in October 2022. Mr. Arison’s annualized base salary as of December
31, 2022 was $1,000,000.
|
(3)
|
Ms. Mehta-Krantz was hired as Grindr’s Chief Financial Officer in September 2022. Ms. Mehta-Krantz’s annualized base salary
as of December 31, 2022 was $505,000. Also includes the sign on bonus Ms. Mehta-Krantz earned in 2022 pursuant to the terms of her offer letter from us, as described under the section titled “Executive
Compensation Arrangements—Vandana Mehta-Krantz.”
|
(4)
|
Mr. Bonforte resigned as Grindr’s Chief Executive Officer in October 2022. Prior to his resignation, Mr. Bonforte was
entitled to an annual base salary of $600,000.
|
(5)
|
Mr. Hsueh left his position as Grindr’s Chief Financial Officer in September 2022. Prior to his resignation, Mr. Hsueh was
entitled to an annual base salary of $500,000.
|
(6)
|
3,750,000 restricted stock units were granted to Mr. Arison by the Company on November 15, 2022, with each such grant
contingent and effective upon the effectiveness of the registration statement on Form S-8 registering the sale and issuance of the Common Stock reserved under the 2022 Plan (the “Form S-8”).
Grindr treated the grant date of these restricted stock units as of November 15, 2022, pursuant to FASB ASC Topic 718, but such restricted stock units will not be issued until the Company has an effective registration statement on Form
S-8 covering such awards. In addition, in the event our average market capitalization over any 90-day period exceeds $5 billion, or the First CEO Hurdle, Mr. Arison will receive a fully vested restricted stock unit award, or the First
Arison Performance Award, representing the right to receive a number of shares of Common Stock determined by dividing $20 million by the average volume-weighted trading average price of Common Stock for the 90-trading day period
preceding achievement of the First CEO Hurdle and in the event our average market capitalization over any 90-day period exceeds $10 billion or the Second CEO Hurdle, Mr. Arison will receive a fully vested restricted stock unit award, or
the Second Arison Performance Award, representing the right to receive a number of shares of Common Stock determined by dividing $30 million by the average volume-weighted trading average price of Common Stock for the 90-trading day
period preceding achievement of the Second CEO Hurdle. Grindr treated the grant date of these performance awards as of November 15, 2022, pursuant to FASB ASC Topic 718, but these performance awards have not yet been issued to Mr.
Arison by Grind’s Board or any authorized committee or other person. The amounts reported for Mr. Arison’s performance awards are based on the probable outcome of the performance conditions as determined on the grant date. If we achieve
the highest level of performance under Mr. Arison’s performance awards, their grant date value would be as follows: $20,000,000 for the First Arison Performance Award and $30,000,000 for the Second Arison Performance Award.
|
(7)
|
486,000 restricted stock units were granted to Ms. Mehta-Krantz by the Company on November 15, 2022, with each such grant
contingent and effective upon the effectiveness of the Form S-8. Grindr treated the grant date of these restricted stock units as of November 15, 2022, pursuant to FASB ASC Topic 718, but such restricted stock units will not be issued
until the Company has an effective registration statement on Form S-8 covering such awards. In addition, in the event our average market capitalization over any 90-day period exceeds $5 billion, or the First CFO Hurdle, Ms. Mehta-Krantz
will receive a fully vested restricted stock unit award, or the First Mehta-Krantz Performance Award, representing the right to receive a number of shares of Common Stock determined by dividing $1.62 million by the average
volume-weighted trading average price of Common Stock for the 90-trading day period preceding achievement of the First CFO Hurdle; in the event our average market capitalization over any 90-day period exceeds $7.5 billion, or the Second
CFO Hurdle, Ms. Mehta-Krantz will receive a fully vested restricted stock unit award, or the Second Mehta-Krantz Performance Award, representing the right to receive a number of shares of Common Stock determined by dividing $810,000 by
the average volume-weighted trading average of Common Stock for the 90-trading day period preceding achievement of the Second CFO Hurdle; and in the event our average market capitalization over any 90-day period exceeds $10 billion, or
the Third CFO Hurdle, Ms. Mehta-Krantz will receive a fully vested restricted stock unit award, or the Third Mehta-Krantz Performance Award, representing the right to receive a number of shares of Common Stock determined by dividing
$810,000 by the average volume-weighted trading average price of Common Stock for the 90-trading day period preceding achievement of the Third CFO Hurdle. Grindr treated the grant date of these performance awards as of November 15,
2022, pursuant to FASB ASC Topic 718, but the performance awards have not yet been issued to Ms. Mehta-Krantz by Grind’s Board or any authorized committee or other person. The amounts reported for Ms. Mehta-Krantz’s performance awards
are based on the probable outcome of the performance conditions as determined on the grant date. If we achieve the highest level of performance under Ms. Mehta-Krantz’s performance awards, their grant date value would be as follows:
$1,620,000 for the First Mehta-Krantz Performance Award, $810,000 for the Second Mehta-Krantz Performance Award, and $810,000 for the Third Mehta-Krantz Performance Award.
|
|
| |
Option Awards
|
| |
Stock Awards
|
||||||||||||||||||
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or
Units of
Stock That
Have Not
Vested
|
| |
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
|
| |
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)
|
| |
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)
|
George Arison(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,263,727(4)
|
| |
5,876,331(5)
|
|
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,750,000
|
| |
17,437,500(5)
|
||
Vandana Mehta-Krantz(2)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
94,608(4)
|
| |
439,930(5)
|
|
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
486,000
|
| |
2,259,900(5)
|
||
Jeffrey C. Bonforte
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Gary C. Hsueh
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Austin “AJ” Balance(3)
|
| |
105,221
|
| |
315,660
|
| |
4.20
|
| |
12/07/2028
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
3,750,000 restricted stock units were granted by the Company on November 18, 2022, with each such grant contingent and
effective upon the effectiveness of the Form S-8. Grindr treated the grant date as of November 18, 2022, pursuant to FASB ASC Topic 718, but such restricted stock units will not be issued until the Company has an effective registration
statement on Form S-8 covering such awards. The restricted stock units generally vest over a five year period, with 20% of the number of shares of Common Stock subject thereto vesting on the first anniversary of the vesting commencement
date (the Closing) and 10% of the number of shares of Common Stock subject thereto vesting in equal semi-annual installments thereafter, provided that Mr. Arison remains in continuous service with us through each vesting date. In
addition, in the event our average market capitalization over any 90-day period exceeds $5 billion, or the First CEO Hurdle, Mr. Arison will receive a fully vested restricted stock unit award, or the First Arison Performance Award,
representing the right to receive a number of shares of Common Stock determined by dividing $20 million by the average volume-weighted trading average price of Common Stock for the 90-trading day period preceding achievement of the
First CEO Hurdle and in the event our average market capitalization over any 90-day period exceeds $10 billion or the Second CEO Hurdle, Mr. Arison will receive a fully vested restricted stock unit award, or the Second Arison
Performance Award, representing the right to receive a number of shares of Common Stock determined by dividing $30 million by the average volume-weighted trading average price of Common Stock for the 90-trading day period preceding
achievement of the Second CEO Hurdle. Grindr treated the grant date of these performance awards as of November 15, 2022, pursuant to FASB ASC Topic 718, but these performance awards have not yet been issued to Mr. Arison by Grind’s
Board or any authorized committee or other person.
|
(2)
|
486,000 restricted stock units were granted by the Company on November 18, 2022, with each such grant contingent and
effective upon the effectiveness of the Form S-8. Grindr treated the grant date as of November 18, 2022, pursuant to FASB ASC Topic 718, but such restricted stock units will not be issued until the Company has an effective registration
statement on Form S-8 covering such awards. The restricted stock units generally vest over a five year period, with 20% of the number of shares of Common Stock subject thereto vesting on each anniversary of the vesting commencement date
(the Closing), provided that Ms. Mehta-Krantz remains in continuous service with us through each vesting date. In addition, in the event our average market capitalization over any 90-day period exceeds $5 billion, or the First CFO
Hurdle, Ms. Mehta-Krantz will receive a fully vested restricted stock unit award, or the First Mehta-Krantz Performance Award, representing the right to receive a number of shares of Common Stock determined by dividing $1.62 million by
the average volume-weighted trading average price of Common Stock for the 90-trading day period preceding achievement of the First CFO Hurdle; in the event our average market capitalization over any 90-day period exceeds $7.5 billion,
or the Second CFO Hurdle, Ms. Mehta-Krantz will receive a fully vested restricted stock unit award, or the Second Mehta-Krantz Performance Award, representing the right to receive a number of shares of Common Stock determined by
dividing $810,000 by the average volume-weighted trading average of Common Stock for the 90-trading day period preceding achievement of the Second CFO Hurdle; and in the event our average market capitalization over any 90-day period
exceeds $10 billion, or the Third CFO Hurdle, Ms. Mehta-Krantz will receive a fully vested restricted stock unit award, or the Third Mehta-Krantz Performance Award, representing the right to receive a number of shares of Common Stock
determined by dividing $810,000 by the average volume-weighted trading average price of Common Stock for the 90-trading day period preceding achievement of the Third CFO Hurdle. Grindr treated the grant date of these performance awards
as of November 15, 2022, pursuant to FASB ASC Topic 718, but the performance awards have not yet been issued to Ms. Mehta-Krantz by Grind’s Board or any authorized committee or other person.
|
(3)
|
The option award was granted with a per share exercise price equal to the fair market value of one share of Legacy Grindr’s
Series X Ordinary Units on the date of grant, as determined in good faith by Legacy Grindr’s board of managers, and vests as to 25% of the Legacy Grindr Series X Ordinary Units subject thereto on the first anniversary of the vesting
commencement date, and 6.25% of the Legacy Grindr Series X Ordinary Units subject thereto will vest each quarter thereafter, subject to Mr. Balance’s continued service to us through each vesting date. The exercise price and number of
Legacy Grindr’s Series X Ordinary Units subject to Mr. Balance’s option, reflect the actual exercise price and number of units, respectively, as of December 31, 2022. At the Closing the option award was converted into an option covering
our Common Stock with adjustments to the number of shares and exercise price based on the applicable exchange ratio specified in the Merger Agreement to reflect the Business Combination.
|
(4)
|
The number of shares equals the aggregate grant date fair value of the performance awards treated as granted to the named
executive officer in 2022 pursuant to FASB ASC Topic 718 divided by $4.65, the closing price of a share of Common Stock at the end of the last completed fiscal year.
|
(5)
|
The dollar amount equals the number of shares subject to the applicable award times $4.65, the closing price of a share of
Common Stock at the end of the last completed fiscal year.
|
Name
|
| |
Fees Earned or
Paid in Cash
($)
|
| |
Stock Awards
($)
|
| |
Total
($)
|
James Fu Bin Lu(1)(2)
|
| |
311,779
|
| |
63,625
|
| |
375,404
|
J. Michael Gearon, Jr.(2)
|
| |
3,125
|
| |
63,625
|
| |
66,750
|
G. Raymond Zage, III(2)(3)
|
| |
311,154
|
| |
50,900
|
| |
362,054
|
Maggie Lower(2)
|
| |
2,500
|
| |
50,900
|
| |
53,400
|
Daniel Brooks Baer(2)
|
| |
2,500
|
| |
50,900
|
| |
53,400
|
Meghan Stabler(2)
|
| |
2,500
|
| |
50,900
|
| |
53,400
|
Gary I. Horowitz(2)
|
| |
2,500
|
| |
50,900
|
| |
53,400
|
Nathan Richardson(2)
|
| |
3,125
|
| |
63,625
|
| |
66,750
|
(1)
|
In June 2020, Grindr entered into a director services agreement with James Fu Bin Lu. Prior to terminating the agreement in
connection with the Business Combination, the agreement entitled Mr. Lu to receive an annual fee of $350,000, to be paid on a quarterly basis, for the services he provides as a director to Grindr.
|
(2)
|
Upon the consummation of the Business Combination, each director was granted an award of 5,000 restricted stock units and
each director who serves as a chair of a board committee received an additional award of 1,250 restricted stock units, each contingent and effective upon the effectiveness of the Form S-8. Half of the total restricted stock unit awards
vest on March 15, 2023 and the remaining half vest on the earlier of (i) June 15, 2023 and (ii) the first annual general meeting following the closing of the Business Combination, subject to the director remaining in service through the
vesting date.
|
(3)
|
In June 2020, Grindr entered into a board advisor agreement with G. Raymond Zage, III. Prior to terminating the agreement in
connection with the Business Combination, the agreement entitled Mr. Zage to receive an annual fee of $350,000, to be paid on a quarterly basis, for the services he provides as an advisor to Grindr.
|
•
|
$100,000 for the 12-month period beginning upon the consummation of the Business Combination, 20% of which shall be paid in
cash and 80% of which shall be paid in the form of shares of Common Stock;
|
•
|
for every non-employee director who is elected to chair a committee of the Board, an additional $25,000, 20% of which shall
be paid in cash and 80% of which shall be paid in the form of shares of Common Stock; and
|
•
|
an award of restricted stock units covering 5,000 shares of our Common Stock to the extent the non-employee director was not
chair of a committee of the Board immediately following the Closing or an award of restricted stock units covering 6,250 shares of our Common Stock to the extent the non-employee director was chair of a committee of the Board
immediately following the Closing, which in each case vests as to one-half of the award on March 15, 2023, and as to the remaining one-half of the award on the earlier of (i) June 15, 2023 and (ii) the first annual general meeting of
Company stockholders following the Closing, subject to the non-employee director remaining in continuous service through each vesting date.
|
•
|
the risk, cost and benefits to us;
|
•
|
the impact on a director’s independence in the event the related person is a director, immediate family member of a director,
or an entity with which a director is affiliated;
|
•
|
the terms of the transaction;
|
•
|
the terms available to or from, as the case may be, unrelated third parties or to or from employees generally; and
|
•
|
the availability of other sources for comparable services or products.
|
•
|
voting and support agreements;
|
•
|
forward purchase agreements ; and
|
•
|
amended and restated registration rights agreement.
|
•
|
each person 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.
|
•
|
each person who is the beneficial owner of more than 5% of Common Stock;
|
•
|
each person who is an executive officer or director of the Company; and
|
•
|
all executive officers and directors of the Company, as a group.
|
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares of
Common
Stock
|
| |
Percentage of
Shares of
Common
Stock(2)
|
5% Holders
|
| |
|
| |
|
The 1997 Gearon Family Trust(3)
|
| |
15,468,109
|
| |
8.9%
|
Ashish Gupta(4)
|
| |
14,084,055
|
| |
7.9%
|
Jeremy Leonard Brest(5)
|
| |
10,548,557
|
| |
6.1%
|
Directors and Executive Officers
|
| |
|
| |
|
George Arison
|
| |
—
|
| |
—
|
Vandana Mehta-Krantz
|
| |
—
|
| |
—
|
Austin Balance
|
| |
—
|
| |
—
|
Raymond Zage, III(6)
|
| |
94,726,048
|
| |
49.9%
|
James Fu Bin Lu(7)
|
| |
40,059,204
|
| |
22.9%
|
J. Michael Gearon, Jr.(3)
|
| |
15,468,109
|
| |
8.9%
|
Daniel Brooks Baer
|
| |
—
|
| |
—
|
Meghan Stabler
|
| |
—
|
| |
—
|
Gary I. Horowitz
|
| |
—
|
| |
—
|
Maggie Lower
|
| |
—
|
| |
—
|
Nathan Richardson
|
| |
—
|
| |
—
|
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)
|
| |
150,253,361
|
| |
81.7%
|
(1)
|
Unless otherwise noted, the business address of each of those listed in the table above is c/o Grindr Inc., 750 N San Vicente
Blvd Ste RE1400, West Hollywood, CA 90069.
|
(2)
|
In calculating the percentages, (a) the numerator is calculated by adding the number of shares of Common Stock held by such
beneficial owners and the number of shares of Common Stock issuable upon the exercise of a Warrant or options and (b) the denominator is calculated by adding the aggregate number of shares of Common Stock outstanding and the number of
shares Common Stock issuable upon the exercise of Warrants or options held by such beneficial owner, if any (but not the number of shares of Common Stock issuable upon the exercise of Warrants or options held by any other beneficial
owner).
|
(3)
|
Consists of (i) 14,948,334 shares of Common Stock and (ii) 519,775 Warrants, the record holder of all of which is 28th Street
Ventures, LLC, a Georgia limited liability company (“28th Street”). Mr. Gearon and The 1997 Gearon Family Trust, by virtue of each of their 50% beneficial ownership of 28th Street, may be deemed to beneficially own the securities owned by
28th Street. Mr. Gearon and The 1997 Gearon Family Trust disclaim any beneficial ownership of the securities held by 28th Street, respectively, other than to the extent of any pecuniary interest he may have therein, directly or
indirectly. The business address for 28th Street, Mr. Gearon and The 1997 Gearon Family Trust is 3350 Riverwood Parkway, Suite 425, Atlanta, GA 30339.
|
(4)
|
Consists of (i) 9,184,168 shares of Common Stock and (ii) 4,899,887 Warrants. Mr. Gupta has pledged 7,474,168 shares of Common
Stock and 259,887 Warrants to certain lenders in connection with a financing arrangement. The business address for Mr. Gupta is Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315.
|
(5)
|
Consists of (i) 10,194,093 shares of Common Stock and (ii) 354,464 Warrants, all of which have been pledged to certain lenders
in connection with a financing arrangement. The business address for Mr. Brest is 20A Cluny Park, Singapore 259634.
|
(6)
|
Consists of (i) 78,302,286 shares of Common Stock and (ii) 16,423,762 Warrants. Mr. Zage is the record holder of 5,360,000 of
the shares of Common Stock and 13,920,000 of the Warrants reported herein, Tiga Investments Pte. Ltd., a Singapore company (“Tiga Investments”) is the record holder of 935,953 of the shares of Common Stock and Tiga SVH Investments
Limited, a Cayman Islands company (“Tiga SVH”), is the record holder of the remainder. Tiga SVH is 100% owned by Tiga Investments, which is in turn 100% owned by Mr. Zage. Tiga SVH has pledged 72,006,333 shares of Common Stock and
2,503,762 Warrants to certain lenders in connection with a financing arrangement. The business address for Mr. Zage, Tiga SVH, and Tiga Investments is Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315.
|
(7)
|
Consists of (i) 38,425,923 shares of Common Stock held by Longview Capital SVH LLC, a Washington limited liability company
(“Longview SVH”), (ii) 1,336,124 Warrants held by Longview SVH, and (iii) an option to acquire 554,639 shares of Common Stock within 60 days by Longview Capital Holdings LLC, a Washington limited liability company (“Longview”). Longview
SVH is 100% owned by Longview Grindr Holdings Limited, a British Virgin Islands company (“Longview Grindr”), which in turn is 100% owned by Longview, which is 100% owned by Mr. Lu. Longview SVH has pledged 38,425,923 shares of Common
Stock and 1,336,124 Warrants to certain lenders in connection with a financing arrangement. The business address for Mr. Lu, Longview SVH, Longview Grindr, and Longview is 428 East Street Ste E, Grinnell, IA 50112.
|
|
| |
Shares of Common Stock
|
| |
Warrants to Purchase Common Stock
|
||||||||||||||||||
Name of Selling
Securityholder
|
| |
Number
Beneficially
Owned
Prior to
Offering
|
| |
Number
Registered
for
Sale
Hereby
|
| |
Number
Beneficially
Owned
After
Offering
|
| |
Percent
Owned
After
Offering
|
| |
Number
Beneficially
Owned
Prior to
Offering
|
| |
Number
Registered
for
Sale
Hereby
|
| |
Number
Beneficially
Owned
After
Offering
|
| |
Percent
Owned
After
Offering
|
James Fu Bin Lu(1)
|
| |
40,059,204
|
| |
40,059,204
|
| |
40,059,204
|
| |
22.9%
|
| |
1,336,124
|
| |
1,336,124
|
| |
1,336,124
|
| |
3.6%
|
G. Raymond Zage, III(2)
|
| |
94,726,048
|
| |
94,726,048
|
| |
94,726,048
|
| |
49.9%
|
| |
16,423,762
|
| |
16,423,762
|
| |
16,423,762
|
| |
44.0%
|
J. Michael Gearon, Jr.(3)
|
| |
15,468,109
|
| |
15,468,109
|
| |
15,468,109
|
| |
8.9%
|
| |
519,775
|
| |
519,775
|
| |
519,775
|
| |
1.4%
|
Ashish Gupta(4)
|
| |
14,084,055
|
| |
14,084,055
|
| |
14,084,055
|
| |
7.9%
|
| |
4,899,887
|
| |
4,899,887
|
| |
4,899,887
|
| |
13.1%
|
Jeremy Leonard Brest(5)
|
| |
10,548,557
|
| |
10,548,557
|
| |
10,548,557
|
| |
6.1%
|
| |
354,464
|
| |
354,464
|
| |
354,464
|
| |
*
|
David Ryan(6)
|
| |
20,000
|
| |
20,000
|
| |
20,000
|
| |
*
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Carman Wong(6)
|
| |
20,000
|
| |
20,000
|
| |
20,000
|
| |
*
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Ben Falloon(6)
|
| |
20,000
|
| |
20,000
|
| |
20,000
|
| |
*
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
*
|
Less than one percent.
|
(1)
|
Mr. Lu is the chairperson of our board of directors. Consists of (i) 38,425,923 shares of Common Stock held by Longview Capital
SVH LLC, a Washington limited liability company (“Longview SVH”), (ii) 1,336,124 Warrants held by Longview SVH and (iii) an option to acquire 297,157 shares of Common Stock within 60 days by Longview Capital Holdings LLC, a Washington
limited liability company (“Longview”). Longview SVH is 100% owned by Longview Grindr Holdings Limited, a British Virgin Islands company (“Longview Grindr”), which in turn is 100% owned by Longview, which is 100% owned by Mr. Lu. Mr. Lu,
Longview Grindr and Longview may be deemed to have the right to exercise voting and investment power over the shares held by Longview SVH. Mr. Lu, Longview Grindr and Longview each disclaim any beneficial ownership of the securities held
by Longview SVH, respectively, other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Longview SVH has pledged 38,425,923 shares of Common Stock and 1,336,124 Warrants to certain lenders in
connection with a financing arrangement. The business address for Mr. Lu, Longview SVH, Longview Grindr and Longview is 428 East Street Ste E, Grinnell, IA 50112.
|
(2)
|
Mr. Zage is a member of our board of directors. Mr. Zage was also the former chairman and Chief Executive Officer of Tiga and
resigned in connection with the Business Combination. Consists of (i) 72,006,333 shares of Common Stock held by Tiga SVH Investments Limited, a Cayman Islands company (“Tiga SVH”), (ii) 2,503,762 Warrants held by Tiga SVH, (iii) 5,360,000
shares of Common Stock held by Mr. Zage, (iv) 13,920,000 Warrants held by Mr. Zage and (v) 935,953 shares of Common Stock held by Tiga Investments Pte. Ltd., a Singapore company (“Tiga Investments”) . Tiga SVH is 100% owned by Tiga
Investments, which is in turn 100% owned by Mr. Zage. Tiga Investments and Mr. Zage may be deemed to have the right to exercise voting and investment power over the shares held by Tiga SVH. Tiga Investments and Mr. Zage each disclaim any
beneficial ownership of the securities held by Tiga SVH, respectively, other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Tiga SVH has pledged 72,006,333 shares of Common Stock and 2,503,762
Warrants to certain lenders in connection with a financing arrangement. The business address for Mr. Zage, Tiga SVH and Tiga Investments is Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315.
|
(3)
|
Mr. Gearon is a member of our board of directors. Consists of (i) 14,948,334 shares of Common Stock held by 28th Street Ventures
LLC, a Georgia limited liability company (“28th Street”) and (ii) 519,775 Warrants held by 28th Street. Mr. Gearon and The 1997 Gearon Family Trust, by virtue of each of their 50% beneficial ownership of 28th Street, may be deemed to have
the right to exercise voting and investment power over the securities held by 28th Street. Mr. Gearon and The 1997 Gearon Family Trust disclaim any beneficial ownership of the securities held by 28th Street, respectively, other than to
the extent of any pecuniary interest he may have therein, directly or indirectly. The business address for 28th Street, Mr. Gearon and The 1997 Gearon Family Trust is 3350 Riverwood Parkway, Suite 425, Atlanta, GA 30339.
|
(4)
|
Mr. Gupta was a former director and President of Tiga and resigned in connection with the Business Combination. Consists of (i)
9,184,168 shares of Common Stock and (ii) 4,899,887 Warrants held by Mr. Gupta. Mr. Gupta has pledged 7,474,168 shares of Common Stock and 259,887 Warrants to certain lenders in connection with a financing arrangement. The business
address for Mr. Gupta is Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315.
|
(5)
|
Consists of (i) 10,194,093 shares of Common Stock and (ii) 354,464 Warrants, all of which have been pledged to certain lenders
in connection with a financing arrangement. The business address for Mr. Brest is 20A Cluny Park, Singapore 259634.
|
(6)
|
Messrs. Ryan and Falloon and Ms. Wong were former directors of Tiga and resigned in connection with the Business Combination.
|
•
|
in whole and not in part;
|
•
|
at a price of $0.01 per warrant;
|
•
|
upon a minimum of thirty (30) days’ prior written notice of redemption, to each warrant holder; and
|
•
|
if, and only if, the closing price of Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock
recapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30)-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to
the warrant holders.
|
•
|
in whole and not in part;
|
•
|
at $0.10 per 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;
|
•
|
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
|
•
|
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.
|
|
| |
Fair Market Value of Class A Ordinary Shares
|
||||||||||||||||||||||||
Redemption Date
(period to expiration of warrants)
|
| |
≤$10.00
|
| |
$11.00
|
| |
$12.00
|
| |
$13.00
|
| |
$14.00
|
| |
$15.00
|
| |
$16.00
|
| |
$17.00
|
| |
$18.00≥
|
15 months
|
| |
0.130
|
| |
0.164
|
| |
0.197
|
| |
0.230
|
| |
0.262
|
| |
0.291
|
| |
0.317
|
| |
0.342
|
| |
0.361
|
12 months
|
| |
0.111
|
| |
0.146
|
| |
0.181
|
| |
0.216
|
| |
0.250
|
| |
0.282
|
| |
0.312
|
| |
0.339
|
| |
0.361
|
9 months
|
| |
0.090
|
| |
0.125
|
| |
0.162
|
| |
0.199
|
| |
0.237
|
| |
0.272
|
| |
0.305
|
| |
0.336
|
| |
0.361
|
6 months
|
| |
0.065
|
| |
0.099
|
| |
0.137
|
| |
0.178
|
| |
0.219
|
| |
0.259
|
| |
0.296
|
| |
0.331
|
| |
0.361
|
3 months
|
| |
0.034
|
| |
0.065
|
| |
0.104
|
| |
0.150
|
| |
0.197
|
| |
0.243
|
| |
0.286
|
| |
0.326
|
| |
0.361
|
0 months
|
| |
—
|
| |
—
|
| |
0.042
|
| |
0.115
|
| |
0.179
|
| |
0.233
|
| |
0.281
|
| |
0.323
|
| |
0.361
|
•
|
an individual who is a citizen or resident of the United States;
|
•
|
a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in the United
States or under the laws of the United States or of any state thereof or the District of Columbia;
|
•
|
an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
|
•
|
a trust if (a) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons have
the authority to control all of the trust’s substantial decisions or (b) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.
|
•
|
the gain is effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States (and,
if an applicable tax treaty so requires, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder);
|
•
|
the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of
disposition and certain other conditions are met; or
|
•
|
we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during
the shorter of the five-year period ending on the date of disposition or the period that the non-U.S. Holder held our Common Stock or Warrants and, in the case where shares of our Common Stock are regularly traded on an established
securities market, (i) the non-U.S. Holder is disposing of our Common Stock and has owned, directly or constructively, more than 5% of our Common Stock at any time within the shorter of the five-year period preceding the disposition or
such Non-U.S. Holder’s holding period for the shares of our Common Stock or (ii), in the case where our Warrants are regularly traded on an established securities market, the non-U.S. Holder is disposing of our Warrants and has owned,
directly or constructively, more than 5% of our Warrants at any time within the within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our Warrants. There can be no
assurance that our Common Stock or Warrants will be treated as regularly traded or not regularly traded on an established securities market for this purpose.
|
•
|
purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;
|
•
|
ordinary brokerage transactions and transactions in which the broker solicits purchasers;
|
•
|
block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
|
•
|
an over-the-counter distribution in accordance with the rules of NYSE;
|
•
|
through trading plans entered into by a selling securityholder pursuant to Rule 10b5-1 under the Exchange Act that are in place
at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;
|
•
|
short sales;
|
•
|
distribution to employees, members, limited partners or stockholders of the selling securityholders;
|
•
|
through the writing or settlement of options or other hedging transaction, whether through an options exchange or otherwise;
|
•
|
by pledge to secured debts and other obligations;
|
•
|
delayed delivery arrangements;
|
•
|
to or through underwriters or broker-dealers;
|
•
|
in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at
the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through
sales agents;
|
•
|
in privately negotiated transactions;
|
•
|
in options transactions;
|
•
|
through a combination of any of the above methods of sales; or
|
•
|
any other method permitted pursuant to applicable law.
|
•
|
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, including the Merger Agreement.
|
•
|
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,
|
•
|
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,
|
•
|
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,
|
•
|
the capital distribution of $128.8 million to former Legacy Grindr unitholders, and
|
•
|
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.
|
•
|
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;
|
•
|
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.
|
•
|
For each share issued under the Forward Purchase Agreement, the forward purchaser received 0.50 redeemable warrants.
|
•
|
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.
|
•
|
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;
|
•
|
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”).
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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
|
•
|
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 10,000,000
shares of Common Stock and 5,000,000 FPA Warrants to purchase shares of Common Stock in accordance with the terms of the Merger Agreement.
|
•
|
Legacy Grindr unitholders have a relative majority of the voting power of Grindr;
|
•
|
Legacy Grindr unitholders have the ability to nominate the majority of the members of the board of directors;
|
•
|
Legacy Grindr senior management comprises the senior management roles of Grindr and are responsible for the day-to-day
operations
|
•
|
The relative size of Legacy Grindr is significantly larger compared to Tiga;
|
•
|
Grindr assumed the Legacy Grindr name; and
|
•
|
The intended strategy and operations of Grindr continue Legacy Grindr’s historical strategy and operations in the
post-combination company.
|
|
| |
Pro Forma Combined(7)
|
|||
|
| |
Number of
Shares
|
| |
%
Ownership
|
Sponsor and certain affiliates(1)(2)
|
| |
6,900,000
|
| |
4.0%
|
Public Shareholders(3)
|
| |
485,233
|
| |
0.2%
|
Forward purchase shareholders(4)
|
| |
10,000,000
|
| |
5.8%
|
Former Legacy Grindr unitholders(5)(6)
|
| |
156,139,170
|
| |
90.0%
|
Total
|
| |
173,524,403
|
| |
100.0%
|
(1)
|
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.
|
(2)
|
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.
|
(3)
|
Excludes 13,800,000 public warrants as the warrants are not in the money at Closing.
|
(4)
|
Reflects the sale and issuance of 10,000,000 shares of Grindr Common Stock to certain equityholders of Legacy Grindr, in
consideration for Legacy Grindr's assumption of SV Parent's rights to receive securities related to the FPA, and excludes the FPA Warrants.
|
(5)
|
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”.
|
(6)
|
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.
|
(7)
|
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.
|
|
| |
Tiga
(Historical)
|
| |
Grindr
(Historical)
|
| |
SV
Consolidation
|
| |
|
| |
Transaction
Accounting
Adjustments
|
| |
|
| |
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
|
|
| |
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
|
|
| |
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
|
1.
|
Basis of Presentation
|
○
|
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.
|
2.
|
Adjustments to Unaudited Pro Forma Combined Financial Information
|
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.
|
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.
|
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 equityholders of Legacy Grindr, in consideration
for Legacy Grindr's assumption of SV Parent's rights to receive securities related to the FPA. This adjustment also reflects 5,000,000 FPA Warrants as though they had been outstanding from the beginning of the earliest period presented.
|
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).
|
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.
|
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:
|
|
| |
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)
|
|
| |
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.
|
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.
|
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
|
(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)
|
|
| |
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
|
|
| |
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
|
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
|
| |
|
| | ||
| | ||
| | ||
| | ||
| | ||
| |
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)
|
| ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |
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
|
| |
|
| | ||
| | ||
| | ||
| | ||
| | ||
| |
|
| |
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
|
|
| |
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)
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
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)
|
|
| |
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
|
(i)
|
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
|
(ii)
|
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.
|
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
|
|
| |
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
|
•
|
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 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).
|
•
|
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.
|
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.
|
|
| |
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.
|
|
| |
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
|
|
| |
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.
|
|
| |
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
|
|
| |
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
|
|
| |
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
|
|
| |
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)
|
|
| |
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)
|
|
| |
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
|
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
|
|
| |
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)
|
•
|
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 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).
|
•
|
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.
|
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.
|
|
| |
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.
|
|
| |
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
|
|
| |
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%
|
|
| |
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
|
|
| |
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
|
|
| |
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
|
|
| |
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
|
|
| |
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
|
|
| |
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
|
| |
$—
|
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.
|
|
| |
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
|
| |
$—
|
| |
$—
|
|
| |
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
|
|
| |
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
|
|
| |
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
|
|
| |
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.
|
|
| |
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
|
|
| |
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).
|
|
| |
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
|
|
| |
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)
|
|
| |
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
|
|
| |
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
|
|
| |
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
|
|
| |
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
|
|
| |
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
|
|
| |
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)
|
|
| |
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
|
| |
$—
|
| |
$—
|
| |
$—
|
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.
|
|
| |
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
|
| |
$—
|
| |
$—
|
|
| |
Estimated Useful
Lives
|
Computer equipment
|
| |
3
years
|
Furniture and fixtures
|
| |
5
years
|
Leasehold improvements
|
| |
5
to 10 years
|
|
| |
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
|
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
|
| |
(32,982)
|
Total identifiable net assets
|
| |
235,525
|
Goodwill
|
| |
258,619
|
Total assets acquired
|
| |
$494,144
|
|
| |
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
|
| |
|
| |
|
|
| |
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)
|
|
| |
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
|
|
| |
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
|
|
| |
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
|
|
| |
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
|
| |
|
|
| |
Successor
December 31,
|
|||
|
| |
2021
|
| |
2020
|
Customer relationships
|
| |
3.5
years
|
| |
4.5
years
|
Technology
|
| |
1.5 years
|
| |
2.5 years
|
2022
|
| |
$35,037
|
2023
|
| |
22,341
|
2024
|
| |
12,460
|
2025
|
| |
4,026
|
Thereafter
|
| |
—
|
|
| |
$73,864
|
|
| |
Successor
December 31,
|
|||
|
| |
2021
|
| |
2020
|
Capitalized software development costs
|
| |
$3,724
|
| |
$438
|
Less: Accumulated amortization
|
| |
(87)
|
| |
(22)
|
|
| |
$3,637
|
| |
$416
|
|
| |
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
|
|
| |
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
|
|
| |
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)
|
|
| |
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
|
|
| |
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%
|
|
| |
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
|
|
| |
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
|
|
| |
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
|
2022
|
| |
$3,840
|
2023
|
| |
3,840
|
2024
|
| |
3,840
|
2025
|
| |
128,640
|
Thereafter
|
| |
—
|
|
| |
$140,160
|
2022
|
| |
$1,508
|
2023
|
| |
1,696
|
2024
|
| |
1,746
|
2025
|
| |
1,799
|
Thereafter
|
| |
605
|
|
| |
$7,354
|
|
| |
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
|
|
| |
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
|
|
| |
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
|
|
| |
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
|
|
| |
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
|
| |
—
|
| |
|
|
| |
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
|
| |
—
|
| |
|
|
| |
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
|
|
| |
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
|
|
| |
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
|
| |
—
|
| | 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 |
| | 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) |
| | 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 |
| | $— |
| | 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 |
| | $— |
| | 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 |
| | $— |
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. |
| | 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 |
| | $— |
| | $— |
| | 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 |
| | 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)% |
| | 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 |
| | 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 |
| | 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 |
| | 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. |
| | 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 |
| | 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). |
| | 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 |
| | 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 |
| | 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) |
| | 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 |
| | $— |
| | 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) |
| | 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 |
| | $— |
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. |
| | 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 |
| | $— |
| | $— |
| | Estimated Useful Lives |
|
Computer equipment |
| | 3 years |
Furniture and fixtures |
| | 5 years |
Leasehold improvements |
| | 5 to 10 years |
| | 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 |
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 |
| | 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 |
| | | |
| | 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 |
| | 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 |
| | 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 |
| | 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 |
| |
| | December 31, |
||||
| | 2021 |
| | 2020 |
|
Customer relationships |
| | 3.5 years |
| | 4.5 years |
Technology |
| | 1.5 years |
| | 2.5 years |
2022 |
| | $35,037 |
2023 |
| | 22,341 |
2024 |
| | 12,460 |
2025 |
| | 4,026 |
Thereafter |
| | — |
| | $73,864 |
| | December 31, |
||||
| | 2021 |
| | 2020 |
|
Capitalized software development costs |
| | $3,724 |
| | $438 |
Less: Accumulated amortization |
| | (87) |
| | (22) |
| | $3,637 |
| | $416 |
| | 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) |
| | 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) |
| | 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) |
| | 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 |
| | 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% |
| | 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 |
| | December 31, |
||||
| | 2021 |
| | 2020 |
|
Income tax receivable |
| | $3,274 |
| | $— |
Other current assets |
| | 34 |
| | 16 |
| | $3,308 |
| | $16 |
| | 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 |
| | 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 |
2022 |
| | $3,840 |
2023 |
| | 3,840 |
2024 |
| | 3,840 |
2025 |
| | 128,640 |
Thereafter |
| | — |
| | $140,160 |
2022 |
| | $1,508 |
2023 |
| | 1,696 |
2024 |
| | 1,746 |
2025 |
| | 1,799 |
Thereafter |
| | 605 |
| | $7,354 |
| | 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 |
| | 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 |
| | 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 |
| | 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 |
| | 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 |
Item 13. |
Other Expenses of Issuance and Distribution. |
| | Amount |
|
SEC registration fee |
| | $145,059 |
Accountants’ fees and expenses |
| | 60,000 |
Legal fees and expenses |
| | 150,000 |
Miscellaneous fees and expenses |
| | 50,000 |
Total expenses |
| | $405,059 |
Item 14. |
Indemnification of Directors and Officers. |
Item 15. |
Recent Sales of Unregistered Securities. |
(1) |
In July 2020, we issued an aggregate of 6,900,000 Tiga Class B Ordinary Shares for a total subscription price of $25,000; and |
(2) |
In July 2020, we issued an aggregate of 18,560,000 private placement warrants to Sponsor at a price of $1.00 per private placement warrant, generating gross proceeds of $18,560,000. |
Item 16. |
Exhibits and Financial Statement Schedules. |
(a) |
Exhibits. |
| | | | 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, Tiga Merger Sub II 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. |
| | | | | | | | |||||
| | 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 |
|
| | Opinion of Cooley LLP. |
| | | | | | | | |||||
| | Opinion of Morris, Nichols, Arsht & Tunnell 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 |
| | | | Incorporated by Reference |
|||||||||||
Exhibit |
| | Description |
| | Schedule/Form |
| | File Number |
| | Exhibits |
| | Filing Date |
| | Payoff Letter between Tiga Acquisition Corp. and Tiga Sponsor LLC, dated November 17, 2022. |
| | Form 8-K |
| | 001-39714 |
| | 10.5 |
| | November 23, 2022 |
|
| | 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. |
| | Form S-1 |
| | 333-268782 |
| | 10.12 |
| | December 13, 2022 |
|
| | Grindr Group LLC’s Amended and Restated 2020 Equity Incentive Plan and forms of award agreement thereunder. |
| | | | | | | | |||||
| | 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. |
| | | | | | | |
| | | | Incorporated by Reference |
|||||||||||
Exhibit |
| | Description |
| | Schedule/Form |
| | File Number |
| | Exhibits |
| | Filing Date |
| | Consent of Ernst & Young LLP, independent registered public accounting firm. |
| | | | | | | | |||||
| | Consent of WithumSmith+Brown, PC, independent registered public accounting firm. |
| | | | | | | | |||||
| | Consent of Cooley LLP (included in Exhibit 5.1). |
| | | | | | | | |||||
| | Consent of Morris, Nichols, Arsht & Tunnell LLP (included in Exhibit 5.2). |
| | | | | | | | |||||
| | Power of Attorney. |
| | Form S-4/A |
| | 333-264902 |
| | 24.1 |
| | October 31, 2022 |
|
| | Filing Fee Table |
| | Form S-1/A |
| | 333-268782 |
| | 107 |
| | January 12, 2023 |
|
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. |
† |
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
†† |
Certain portions of this exhibit (indicated by asterisks) have been excluded pursuant to Item 601(b)(10) of Regulation S-K because they are both not material and are the type that the Registrant treats as private or confidential. |
(b) |
Financial Statement Schedules. |
Item 17. |
Undertakings. |
(a) |
The undersigned registrant hereby undertakes as follows: |
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) |
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) |
That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and |
(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the undersigned pursuant to the foregoing provisions, or otherwise, the undersigned has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned of expenses incurred or paid by a director, officer or controlling person of the undersigned in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
| | GRINDR INC. |
|
| | ||
| | By: |
|
| | ||
| | /s/ Vandana Mehta-Krantz |
|
| | Vandana Mehta-Krantz |
|
| | Chief Financial Officer |
Signature |
| | Title |
| | Date |
/s/ George Arison |
| | Chief Executive Officer and Director (Principal Executive Officer) |
| | February 8, 2023 |
George Arison |
| | ||||
| | | | |||
/s/ Vandana Mehta-Krantz |
| | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
| | February 8, 2023 |
Vandana Mehta-Krantz |
| | ||||
| | | | |||
* |
| | Chief Product Officer |
| | February 8, 2023 |
Austin “AJ” Balance |
| | ||||
| | | | |||
* |
| | Chairperson of the Board |
| | February 8, 2023 |
James Fu Bin Lu |
| | ||||
| | | | |||
* |
| | Director |
| | February 8, 2023 |
G. Raymond Zage, III |
| | ||||
| | | | |||
* |
| | Director |
| | February 8, 2023 |
J. Michael Gearon, Jr. |
| | ||||
| | | | |||
* |
| | Director |
| | February 8, 2023 |
Nathan Richardson |
| | ||||
| | | | |||
* |
| | Director |
| | February 8, 2023 |
Daniel Brooks Baer |
| | ||||
| | | | |||
* |
| | Director |
| | February 8, 2023 |
Gary I. Horowitz |
| | ||||
| | | | |||
* |
| | Director |
| | February 8, 2023 |
Meghan Stabler |
| | ||||
| | | | |||
* |
| | Director |
| | February 8, 2023 |
Maggie Lower |
| |
*By: |
| | /s/ Vandana Mehta-Krantz |
| | |
Vandana Mehta-Krantz Attorney-in-fact |
| |
Exhibit 3.1
Grindr Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that:
ONE: The original name of this corporation is Tiga Acquisition Corp. and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 17, 2022 (the “Certificate of Incorporation”).
TWO: This Restated Certificate of Incorporation restates and integrates and does not further amend the provisions of the Certificate of Incorporation.
THREE: The Certificate of Incorporation is hereby restated to read as follows:
ARTICLE I
NAME
The name of this corporation is Grindr Inc. (the “Corporation”).
ARTICLE II
REGISTERED OFFICE AND AGENT
The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law (as amended, the “DGCL”).
ARTICLE IV
AUTHORIZED CAPITAL AND CAPITAL STOCK
A. AUTHORIZED STOCK. The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of stock which the Corporation is authorized to issue is 1,100,000,000 shares, consisting of (i) 1,000,000,000 shares of Common Stock, having a par value per share of $0.0001 and (ii) 100,000,000 shares of Preferred Stock, having a par value per share of $0.0001.
B. PREFERRED STOCK. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board of Directors”) is hereby expressly authorized to provide for the issuance of all or any number of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and filed in a certificate pursuant to the applicable law of the State of Delaware (such resolutions or certificate being hereinafter referred to as a “Preferred Stock Designation”) and as may be permitted by the DGCL. The Board of Directors is also expressly authorized to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of the Corporation entitled to vote thereon, without a separate vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.
C. COMMON STOCK. Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Preferred Stock Designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Certificate of Incorporation (including any Preferred Stock Designation relating to any series of Preferred Stock).
D. Subject to the rights of the holders of any outstanding series of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive any dividends to the extent permitted by law when, as and if declared by the Board of Directors of the Company.
ARTICLE V
BOARD OF DIRECTORS
For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:
A. Management of Business. The business and affairs of the Corporation shall be managed by or in direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation. The number of directors which shall constitute the Board of Directors shall be fixed exclusively by resolutions adopted by at least a majority of the authorized number of directors constituting the Board of Directors.
B. Election of Board of Directors.
1. No stockholder entitled to vote at an election for directors may cumulate votes to which such stockholder is entitled unless required by applicable law at the time of such election. During such time or times that applicable law requires cumulative voting, every stockholder entitled to vote at an election for directors may cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder’s shares are otherwise entitled, or distribute the stockholder’s votes on the same principle among as many candidates as such stockholder thinks fit. No stockholder, however, shall be entitled to so cumulate such stockholder’s votes unless (i) the names of such candidate or candidates have been placed in nomination prior to the voting and (ii) the stockholder has given notice at the meeting, prior to the voting, of such stockholder’s intention to cumulate such stockholder’s votes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.
2. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.
3. Notwithstanding the foregoing provisions of this section, each director shall serve until their successor is duly elected and qualified or until their earlier death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
C. Removal of Directors.
1. Subject to any limitations imposed by applicable law and subject to the rights of holders of any series of Preferred Stock then outstanding, any individual director or directors may be removed from office at any time, with or without cause and only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class.
D. Vacancies.
1. Subject to any limitations imposed by applicable law and subject to the rights of the holders of any series of Preferred Stock then outstanding, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall, unless (a) the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders or (b) as otherwise required by applicable law, be filled only by the affirmative vote of a majority of the directors then in office, even if less than a quorum of the Board of Directors, and not by the stockholders. Any Director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.
E. Bylaw Amendments.
1. The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the authorized number of directors. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, such action by stockholders shall require the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class.
ARTICLE VI
MEETINGS OF STOCKHOLDERS
A. Subject to the rights of the holders of any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing or electronic transmission by such stockholders.
B. Special meetings of the stockholders of the Corporation may only be called, for any purpose as is a proper matter for stockholder action under Delaware law, by (i) the Chairperson of the Board of Directors, (ii) any Chief Executive Officer or the President if the Chairperson of the Board of Directors is unavailable, or (iii) the Board of Directors pursuant to a resolution adopted by the Board of Directors.
C. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.
ARTICLE VII
CORPORATE OPPORTUNITY
A. In the event that (i) Longview Capital SVH LLC, a Washington limited liability company, (ii) 28th Street Ventures, LLC, a Georgia limited liability company, and (iii) Tiga Investments Pte. Ltd., a Singapore private limited company, and, in each case, their respective affiliates or any of their respective officers, directors, employees, equity holders, members, and principals, other than someone who is an officer or employee of the Corporation (collectively, the “Covered Persons”), acquires knowledge of any business opportunity matter, potential transaction, interest or other matter, unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in connection with such individual’s service as a director of the Corporation (a “Corporate Opportunity”), then the Corporation, pursuant to Section 122(17) of the DGCL and to the maximum extent permitted from time to time under Delaware law, (i) renounces any interest or expectancy of the Corporation that such Covered Person offer an opportunity to participate in such Corporate Opportunity to the Corporation and (ii) to the fullest extent permitted by law, waives any claim that such opportunity constituted a Corporate Opportunity that should have been presented by such Covered Person to the Corporation or any of its affiliates. No amendment or repeal of this paragraph shall apply to or have any effect on the liability or alleged liability of any officer, director or stockholder of the Corporation for or with respect to any opportunities of which such officer, director or stockholder becomes aware prior to such amendment or repeal.
ARTICLE VIII
LIMITATION OF DIRECTOR AND OFFICER LIABILITY
A. No director or officer of the Corporation shall be liable to the Corporation or its 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 hereafter be amended. Solely for purposes of this Section A of this Article VIII, “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL as amended, from time to time.
B. To the fullest extent permitted by law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which applicable law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise in excess of the indemnification and advancement otherwise permitted by such applicable law.
C. Any repeal or modification of this Article VIII shall only be prospective and shall not affect the rights or protections or increase the liability of any director or officer under this Article VIII in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.
ARTICLE IX
EXCLUSIVE FORUM
A. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) and any appellate court therefrom shall be the sole and exclusive forum for the following claims or causes of action under Delaware statutory or common law: (A) any derivative claim or cause of action brought on behalf of the Corporation; (B) any claim or cause of action for breach of a fiduciary duty owed by any current or former director, officer or other employee of the Corporation, to the Corporation or the Corporation’s stockholders; (C) any claim or cause of action against the Corporation or any current or former director, officer or other employee of the Corporation, arising out of or pursuant to any provision of the DGCL, this Certificate of Incorporation or the Bylaws of the Corporation (as each may be amended from time to time); (D) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Bylaws of the Corporation (as each may be amended from time to time, including any right, obligation, or remedy thereunder); (E) any claim or cause of action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; and (F) any claim or cause of action against the Corporation or any current or former director, officer or other employee of the Corporation, governed by the internal-affairs doctrine or otherwise related to the Corporation’s internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court having personal jurisdiction over the indispensable parties named as defendants. This Section A of Article IX shall not apply to claims or causes of action brought to enforce a duty or liability created by the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any other claim for which the federal courts have exclusive jurisdiction.
B. Unless the Corporation consents 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 1933 Act, including all causes of action asserted against any defendant named in such complaint. For the avoidance of doubt, this provision is intended to benefit and may be enforced by the Corporation, its officers and directors, the underwriters for any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering.
C. Any person or entity holding, owning or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Certificate of Incorporation.
ARTICLE X
BUSINESS COMBINATION
The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL. Notwithstanding the foregoing, the Corporation shall not engage in any business combination (as defined below), at any point in time at which the Corporation’s Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, with any interested stockholder (as defined below) for a period of three (3) years following the time that such stockholder became an interested stockholder, unless:
A. Prior to such time, the Board of Directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder, or
B. Upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or
C. At or subsequent to such time, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock of the Corporation that is not owned by the interested stockholder, or
D. The stockholder became an interested stockholder inadvertently and (i) as soon as practicable divested itself of ownership of sufficient shares so that the stockholder ceased to be an interested stockholder and (ii) was not, at any time within the three-year period immediately prior to a business combination between the Corporation and such stockholder, an interested stockholder but for the inadvertent acquisition of ownership.
E. For purposes of this Article X:
1. “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person
2. “associate” when used to indicate a relationship with any person, means: (i) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of twenty percent (20%) or more of any class of voting stock; (ii) any trust or other estate in which such person has at least a twenty percent (20%) beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.
3. “business combination,” when used in reference to the Corporation and any interested stockholder of the Corporation, means (a) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (A) with the interested stockholder, or (B) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation, Article X is not applicable to the surviving entity, (b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation; (c) any transaction that results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (A) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the interested stockholder became such; (B) pursuant to a merger under Section 251(g) of the DGCL; (C) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became such; (D) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock; or (E) any issuance or transfer of stock by the Corporation; provided, however, that in no case under items (C)-(E) of this subsection (c) shall there be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments), (d) any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation that has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Corporation or of any such subsidiary that is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder, and (e) any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (a)-(d) above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary.
4. “control,” including the terms “controlling,” “controlled by” and “under common control with” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person who is the owner of twenty percent (20%) or more of the outstanding voting stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this Article X, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group (as such term is used in Rule 13d-5 promulgated under the Exchange Act as such rule is in effect as of the date of this Certificate of Incorporation) have control of such entity.
5. “interested stockholder” means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of fifteen percent (15%) or more of the outstanding voting stock of the Corporation, or (ii) is an affiliate or associate of the Corporation and was the owner of fifteen percent (15%) or more of the outstanding voting stock of the Corporation at any time within the three (3) year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder, and the affiliates and associates of such person; provided, however, that the term “interested stockholder” shall in no case include or be deemed to include (1) the Principal Holders or the Principal Holder Direct Transferees, or (2) any person whose ownership of share in excess of the fifteen percent (15%) limitation set forth herein is the result of any action taken solely by the Corporation; provided, that such person specified in this clause (2) shall be an interested stockholder if thereafter such person acquires additional shares of voting stock of the Corporation, except as a result of further corporate action not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding shall include voting stock deemed to be owned by the person through application of the definition of “owner” below but shall not include any other unissued stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.
6. “owner,” including the terms “own” and “owned,” when used with respect to any stock, means a person that individually or with or through any of its affiliates or associates: (i) beneficially owns such stock, directly or indirectly; (ii) has (A) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants, options, or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (B) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten (10) or more persons; or (iii) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (B) of subparagraph (ii) of this paragraph), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.
7. “person” means any individual, corporation, partnership, unincorporated association or other entity.
8. “Principal Holder Direct Transferee” means any person that acquires (other than in a registered public offering), directly from one or more of the Principal Holders, beneficial ownership of fifteen percent (15%) or more of the then-outstanding voting stock of the Corporation.
9. “Principal Holders” means (i) Longview Capital SVH LLC, a Washington limited liability company, (ii) 28th Street Ventures, LLC, a Georgia limited liability company, and (iii) Tiga Investments Pte. Ltd., a Singapore private limited company, and, in each case, their respective affiliates; provided, however, that the term “Principal Holders” shall not include the Corporation or any of the Corporation’s direct or indirect subsidiaries.
10. “stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.
11. “voting stock” means stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. Every reference to a percentage of voting stock in this Article X shall refer to such percentage or other proportion of votes of such voting stock.
ARTICLE XI
MISCELLANEOUS
A. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, except as provided in paragraph B. of this Article XI, and all rights conferred upon the stockholders herein are granted subject to this reservation.
B. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of applicable law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation required by law or by this Certificate of Incorporation or any Preferred Stock Designation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to alter, amend or repeal Articles V, VI, VII, VIII, IX, X and XL
C. If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever (i) the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, in any way be affected or impaired thereby and (ii) to the fullest extent permitted by applicable law, the provisions of this Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.
* * *
FOUR: This Restated Certificate of Incorporation has been duly adopted and approved by the Board of Directors of the Corporation in accordance with the provisions of Section 245 of the DGCL.
FIVE: This Restated Certificate of Incorporation shall be effective on November 18, 2022 at 12:02 a.m. Eastern Standard Time.
In Witness Whereof, the Corporation has caused this Restated Certificate of Incorporation to be duly executed on this 17th day of November, 2022.
Grindr Inc. | |||
By: | /s/ Bill Shafton | ||
Name: Bill Shafton | |||
Title: Secretary |
2. |
The Private Warrants constitute valid and binding obligations of the Company.
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Cooley LLP
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By:
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/s/ David Peinsipp
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David Peinsipp
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1.
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The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware.
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2.
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The Warrant constitutes a valid and binding obligation of the Company.
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Very truly yours,
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/s/ Morris, Nichols, Arsht & Tunnell LLP |
Exhibit 10.13
GRINDR GROUP LLC
AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN
Adopted August 13, 2020
GRINDR GROUP LLC
AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN
ARTICLE I.
PURPOSE OF THE PLAN
The purpose of the Plan is to assist the Company and its Subsidiaries in attracting and retaining valued employees, consultants and non-employee directors by offering them a greater stake in the Company’s success and a closer identity with it, and to reward those employees, consultants and non-employee directors for their contribution to the Company’s growth and profitability.
ARTICLE II.
DEFINITIONS
II.1. “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.
II.2. “Award” means an award of Options, Restricted Units, Unit Appreciation Rights, REUs and Other Unit-Based Awards under the Plan.
II.3. “Award Agreement” means the agreement between the Company and a Participant pursuant to which an Award is granted and which specifies the terms and conditions applicable to the Award (including, without limitation, any applicable vesting requirements).
II.4. “Award Units” means Series X Ordinary Units or Series Y Preferred Units that have been issued to a Participant (or a Successor) in connection with the grant or exercise of an Award.
II.5. “Board” means the Board of Managers of the Company.
II.6. “Code” means the Internal Revenue Code of 1986, as amended.
II.7. “Committee” means the committee designated by the Board to administer the Plan under ARTICLE IV, or, if no such committee has been designated, the Board.
II.8. “Company” means Grindr Group LLC, a Delaware limited liability company, and any successor thereto.
II.9. “Confidential Information” means any trade secret, financial data, pricing or marketing policy or plan, ideas, inventions, production methods and techniques, know-how, designs, unpublished data, information concerning personnel, staffing, costs and profits, marketing data, customer and supplier data, customer or supplier lists or any other proprietary or confidential information relating to the Company or any of its direct or indirect Subsidiaries or any of their respective products, services, customers or suppliers, so long as the same is not publicly known (other than by the act of a party bound by a confidentiality agreement with the Company, or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation).
II.10. “ Exercise Price” means the price designated in an Award Agreement at which a Participant may purchase one Series X Ordinary Unit.
II.11. “Fair Market Value” means the fair market value of one Series X Ordinary Unit or Series Y Preferred Unit on the date of determination, as determined by the Board in its sole discretion. In the event of a Transaction, the Committee may determine that the Fair Market Value of a Series X Ordinary Unit or Series Y Preferred Unit shall be the amount paid in such Transaction per Series X Ordinary Unit or Series Y Preferred Unit, as applicable.
II.12. “Good Reason” shall have the meaning ascribed to such term or its equivalent in the applicable Participant’s employment or service agreement with the Company or any of its Subsidiaries or, if such Participant does not have an employment or service agreement with the Company or any of its Subsidiaries or the employment or service agreement does not define “Good Reason,” any provisions herein specifically related to “Good Reason” shall not apply to such Participant.
II.13. “Initial Public Offering” means an underwritten public offering or public offerings (on a cumulative basis) of units of the Company pursuant to an effective registration statement or registration statements (other than (i) a registration relating solely to an employee benefit plan or employee equity plan, a dividend reinvestment plan, or a merger or consolidation, (ii) a registration incidental to an issuance of securities under Rule 144A under the Securities Act or (iii) a registration on Form S-4 or Form S-8 or any successor to either form) in connection with which units of the Company are listed for trading on a national securities exchange.
II.14. “LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of San Vicente Group LLC, dated as of June 10, 2020, as the same may be amended, restated and/or supplemented from time to time.
II.15. “Member” has the meaning set forth in the LLC Agreement.
II.16. “Option” means the right to purchase, subject to the limitations and restrictions set forth in the Plan and the applicable Award Agreement, a number of Series X Ordinary Units determined by the Committee for a specified Exercise Price.
II.17. “Parent” means San Vicente Group Holdings LLC, a Delaware limited liability company.
II.18. “Participant” means an employee, consultant or non-employee director to whom an Award is granted.
II.19. “Permanent Disability” shall have the meaning ascribed to such term or its equivalent in the applicable Participant’s employment or service agreement with the Company or any of its Subsidiaries or, if such Participant does not have an employment or service agreement with the Company or any of its Subsidiaries or such an employment or service agreement does not define “Permanent Disability” or its equivalent, “Permanent Disability” shall mean that the Participant, because of accident, disability or physical or mental illness, is incapable of performing his or her duties to the Company or any of its Subsidiaries for (i) a continuous period of 180 days and remains so incapable at the end of such 180-day period or (ii) periods amounting in the aggregate to 180 days within any one period of 365 days and remains so incapable at the end of such aggregate period of 180 days.
II.20. “Permitted Transferee” means a Successor or any other Person to whom an Award or Award Units have been duly and validly transferred in accordance with the Plan and the applicable Award Agreement.
II.21. “Person ” means any natural person, firm, partnership, association, limited liability company, corporation, company, trust, business trust, governmental authority or other entity.
II.22. “Plan” means the Grindr Group LLC Amended and Restated 2020 Equity Incentive Plan herein set forth, as amended from time to time.
II.23. “Restricted Units” means Series X Ordinary Units or Series Y Preferred Units granted to a Participant under ARTICLE VII of the Plan that are subject to forfeiture.
II.24. “Restriction Period” means the period during which Restricted Units are subject to forfeiture.
II.25. “REU” means a restricted equity unit awarded under ARTICLE IX of the Plan and subject to the terms and conditions set forth in the Plan and the applicable Award Agreement.
II.26. “Series X Ordinary Units” means the Series X Ordinary Units of the Company, or such other class or kind of units or other securities resulting from the application of ARTICLE XII.
II.27. “Series Y Preferred Units” means the Series Y Preferred Units of the Company, or such other class or kind of units or securities resulting from the application of ARTICLE XII.
II.28. “Subsidiary” means, with respect to the Company, any corporation, partnership, limited liability company or other business entity of which fifty percent (50%) or more of the total voting power is, at the time, owned or controlled, directly or indirectly, by the Company or one or more of the Subsidiaries of the Company or a combination thereof.
II.29. “Successor” means (i) the Person or Persons who acquire the right to exercise an Option or who acquire Award Units, in either case, by reason of the death of the Participant or (ii) the Person or Persons who acquire the right to exercise an Option or any rights with respect to Award Units on behalf of the Participant as the result of a determination by a court or other governmental agency of the incapacity of the Participant.
II.30. “Termination” means the termination of the Participant’s employment or other service with the Company and its Subsidiaries for any reason. No period of common law or statutory notice, deemed employment or service, or payment of salary continuation (or any other payment) will be considered in determining the date on which a Termination occurs. If a Subsidiary employing or receiving services of the Participant ceases to qualify as such, such event shall be a Termination unless, immediately following such event, the Participant continues as an employee or service provider of the Company or another Subsidiary. All determinations regarding whether a Termination has occurred shall be made in the sole discretion of the Committee.
II.31. “Termination Date” means the date of a Participant’s Termination.
II.32. “Termination For Cause” shall have the meaning ascribed to such term or its equivalent in the applicable Participant’s employment or service agreement with the Company or any of its Subsidiaries or if such Participant does not have an employment or service agreement with the Company or any of its Subsidiaries or the employment or service agreement does not define “Termination For Cause” or its equivalent, “Termination For Cause” shall mean the termination by the Company or any of its Subsidiaries of a Participant’s employment, or other services arrangement, as a result of (i) a conviction of, indictment of or pleading of no-contest by, the Participant in connection with a crime involving moral turpitude, theft, embezzlement or fraud or any felony, which in the good faith judgment of the Board adversely affects the Company and/or any of its Subsidiaries and/or any of their Affiliates or the ability of the Participant to satisfy all of his or her duties to the Company and/or any of its Subsidiaries and/or any of their Affiliates (including pursuant to his or her employment or service agreement with the Company or any of its Subsidiaries, if applicable); (ii) a conviction of, or a pleading of no-contest by, the Participant to any felony; (iii) the Participant’s dishonesty, fraud, unethical or illegal act, misappropriation or embezzlement which in the good faith judgment of the Board does (or would reasonably be likely to) damage the Company and/or any of its Subsidiaries and/or any of their Affiliates or any of their reputations; (iv) breach of the Participant’s fiduciary duties to the Company; (v) the Participant’s failure to perform his or her job duties; (vi) willful or deliberate violations of the Participant’s obligations to the Company; (vii) gross negligence or gross misconduct by the Participant with respect to the Company and/or any of its Subsidiaries and/or any of their Affiliates; (viii) breach of any of the terms or conditions of (I) the Participant’s employment, consulting or similar agreement, if any, with the Company or any of its Subsidiaries, (II) the Participant’s confidentiality obligations with respect to Confidential Information or (III) the Participant’s agreement to not engage in competition, if any, with the Company and/or any of its Subsidiaries and/or any of their Affiliates or (ix) the Participant’s failure to meet explicit performance requirements, goals, metrics or benchmarks established by the Board (or, if applicable, by the governing body of the Subsidiary or Affiliate of the Company by which the Participant is employed or to which the Participant primarily provides services) as a condition of the Participant’s employment and/or service and communicated in writing to the Participant.
II.33. “Transaction” shall mean any of (i) an “Approved Sale”, (ii) a “Drag-Along Sale” or (iii) a “Liquidation Event,” in each case, as defined in the LLC Agreement.
II.34. “Voluntary Termination” means a Participant’s voluntary Termination.
II.35. “Unit Appreciation Right” or “ UAR” means a unit appreciation right awarded under ARTICLE VIII of the Plan and subject to the limitations and restrictions set forth in the Plan and the applicable Award Agreement.
ARTICLE III.
ELIGIBILITY
Each employee, consultant and non-employee director of the Company and its Subsidiaries is eligible to be granted an Award.
ARTICLE IV.
ADMINISTRATION
IV.1. The Plan shall be administered by the Committee, which shall have full power to (i) interpret and administer the Plan and Award Agreements, (ii) select the employees, consultants and non-employee directors to whom Awards will be granted, (iii) determine the number of Series X Ordinary Units to which an Award will relate, (iv) determine the terms and conditions of Awards (including, without limitation, those relating to vesting and exercisability (or waivers or acceleration thereof) and transferability), (v) determine the Exercise Price of an Option or UAR, the purchase price of an Award of Restricted Units, if any and the assigned value of an REU, (vi) determine whether, to what extent, and under what circumstances an Award may be cancelled, forfeited, or surrendered, (vii) correct any defect or supply any omission or reconcile any inconsistency in the Plan and Award Agreements, (viii) impose other conditions to the receipt of Award Units consistent with the Plan, and (ix) make all other determinations and take all other action that it deems necessary or appropriate for the administration of the Plan and Awards granted hereunder.
IV.2. The Committee may condition the vesting or exercise of an Option or UAR, the expiration of a Restriction Period and the vesting and settlement of an REU upon: (i) the Participant’s continued employment or other service with the Company or its Subsidiaries, (ii) the achievement by the Participant, the Company or any of its Subsidiaries of any performance goals set by the Committee and/or (iii) any other event or circumstances, as specified in the Award Agreement. If the specified conditions are not attained, the Participant shall forfeit the portion of the Award with respect to which those conditions are not attained, and the units underlying such portion of the Award shall be forfeited to the Company.
IV.3. The Committee shall have the power to adopt, amend and rescind such rules, regulations, guidelines, forms of agreements and instruments relating to the Plan and Award Agreements as it from time to time deems necessary or advisable. Without limiting the foregoing, the Committee may adopt procedures and sub-plans to the Plan, as it deems necessary or advisable, to permit or facilitate participation in the Plan by employees, consultants and non-employee directors who reside or provide services to the Company or its Subsidiaries in a jurisdiction other than the United States and/or to generally operate the Plan in jurisdictions outside the United States. Any such procedures and sub-plans adopted by the Committee for non-U.S. Participants, and the Awards granted pursuant to such sub-plans, may have such terms and conditions that are in addition to, or in conflict with, the terms of the Plan and that supersede the terms of the Plan; provided, however, that Awards and units granted under any sub-plans will count against the limits set forth in Section 5.1, and such sub-plans shall not increase or modify such limits. The Committee may amend any outstanding Awards without the consent of the Participant to the extent it deems appropriate; provided, however, that, except as provided in Section 16.1, the Committee must obtain the Participant’s consent to implement any amendment that would materially and adversely affect the Participant.
IV.4. The Committee’s interpretation of the terms and provisions of the Plan and Award Agreements, and all actions taken by the Committee in administering the Plan and Awards, shall be final and binding on each Participant, all Permitted Transferees, the Company and all other Persons.
ARTICLE V.
UNITS SUBJECT TO THE PLAN
V.1. Unit Limit. Subject to adjustment as provided in ARTICLE XII, 6,522,685 Series X Ordinary Units and 1,522,843 Series Y Preferred Units shall be available for Awards under the Plan.
V.2. Counting of Units. Any units issued by the Company through the assumption or substitution of outstanding awards of an acquired company shall not reduce the number of units available for Awards under the Plan. Units issued under the Plan may be authorized and unissued units or treasury units. If any units subject to an Award are forfeited or such Award otherwise terminates, the units subject to such Award, to the extent of any such forfeiture or termination, shall again be available for Awards under the Plan. Any units used to pay the Exercise Price or withholding taxes relating to an Award shall not thereafter be available for grant under the Plan.
ARTICLE VI.
OPTIONS
VI.1. Option Awards.
VI.1.1. Each Award of an Option shall be evidenced by an Award Agreement that conforms to the requirements of the Plan and contains such other provisions as the Committee deems advisable.
VI.1.2. The Committee shall establish the term of each Option, as set forth in the Award Agreement; provided, however, that no Option may have a term greater than seven years from the date of grant. Each outstanding Option shall terminate and be cancelled in its entirety at 12:00 a.m. New York time on the day after the last day of its term, or, if earlier, upon the circumstances specified in the Plan or the applicable Award Agreement providing for termination of such Option.
VI.1.3. The Exercise Price for any Option shall be determined by the Committee in its sole discretion, but shall not be less than 100% of the Fair Market Value of a Series X Ordinary Unit on the day the Option is granted.
VI.1.4. To receive an Option granted hereunder, and in order to receive any Series X Ordinary Units issuable upon exercise of an Option or any payment with respect thereto, the Participant must agree to be bound by all of the terms of the LLC Agreement, including, without limitation, the repurchase rights, the drag-along rights and other transfer restrictions contained therein. Each Participant must acknowledge that he or she is a “Member” within the meaning of the LLC Agreement, and shall execute a joinder to the LLC Agreement in form and substance satisfactory to the Company. The provisions of the LLC Agreement shall be in addition to any provisions contained in the Plan and the applicable Award Agreement, which may further expand or restrict a Participant’s or Member’s rights. In the event of any inconsistency between the terms of the Plan or an Award Agreement and the terms of the LLC Agreement, the terms of the LLC Agreement shall control.
VI.2. Vesting and Exercisability.
VI.2.1. Each Award Agreement relating to an Option shall specify the financial, performance, employment, service, Termination, or other conditions under which the Option may become vested or exercisable, if any. The Committee may, in its sole discretion, accelerate the vesting and, to the extent that the Option is not subject to Code Section 409A, the exercisability, of all or any portion of any Option.
VI.2.2. Upon a Participant’s Termination for any reason other than a Termination For Cause, except as otherwise provided in an Award Agreement, (i) the portion of the Option which has not vested shall be forfeited and terminated with no compensation due to the Participant, (ii) the portion of the Option that is vested as of such Termination shall be exercisable for the period set forth in the Award Agreement and (iii) Award Units acquired pursuant to the exercise of an Option (whether such Award Units are acquired prior to, upon, or following the Participant’s Termination) shall be subject to repurchase as set forth in ARTICLE XIV.
VI.2.3. Notwithstanding any provision of the Plan or any Award Agreement to the contrary, upon a Participant’s Termination For Cause, the Participant shall forfeit any outstanding Option (whether or not vested) with no compensation due to the Participant and Award Units held by the Participant shall be subject to repurchase as set forth in ARTICLE XIV.
VI.3. Exercise of Options; Payment.
VI.3.1. An Option or portion thereof that has become vested may be exercised during the period specified in the Award Agreement. A Participant (or his or her Successor) may exercise an Option (or any portion thereof) by delivering (i) written notice (in the form prescribed by the Committee) to the Company specifying the number of units to be purchased and (ii) payment in full of the aggregate Exercise Price (and related withholding taxes) with respect to the units to be purchased. Payment must be made by certified or bank cashier’s check or wire transfer or any other method acceptable to the Committee, in its sole discretion.
VI.3.2. As a condition to the exercise of any Option (or any portion thereof), the Participant must execute such documents as the Company may request, including, without limitation, those specified in Section 6.1.4.
VI.3.3. In addition to the foregoing provisions of this Section 6.3, the Committee, in good faith, may impose such other restrictions on the exercise of Options (whether or not in the nature of the foregoing restrictions) as it may deem necessary or appropriate.
ARTICLE VII.
RESTRICTED UNITS
VII.1. Restricted Unit Awards.
VII.1.1. Each Award of Restricted Units shall be evidenced by an Award Agreement that conforms to the requirements of the Plan and contains such other provisions as the Committee deems advisable.
VII.1.2. Upon determination of the number of Restricted Units to be granted to a Participant, the Committee shall, if it would otherwise normally issue certificates evidencing the ownership of Series X Ordinary Units or Series Y Preferred Units, as applicable, issue (or cause to be issued) to such Participant a certificate or certificates representing such number of Series X Ordinary Units or Series Y Preferred Units, as applicable, with the Participant designated as the registered owner. Such certificate(s), if any, shall bear appropriate legends as to the restrictions on sale, transfer, assignment, pledging or creating other encumbrances to which such units are subject, both during the Restriction Period and thereafter, and shall be deposited by the Participant, together with a voting power endorsed in blank, with the Company, to be held in escrow during the Restriction Period. For the avoidance of doubt, any Series X Ordinary Units and/or Series Y Preferred Units, including any Restricted Units, issued pursuant to the Plan may be issued in book entry form.
VII.1.3. To receive an Award of Restricted Units granted hereunder, and in order to receive any Series X Ordinary Units or Series Y Preferred Units issuable upon grant or vesting of Restricted Units or any payment with respect thereto, the Participant must agree to be bound by all of the terms of the LLC Agreement, including, without limitation, the repurchase rights, the drag-along rights and other transfer restrictions contained therein. Each Participant must acknowledge that he or she is a “Member” within the meaning of the LLC Agreement, and shall execute a joinder to the LLC Agreement in form and substance satisfactory to the Company. The provisions of the LLC Agreement shall be in addition to any provisions contained in the Plan and the applicable Award Agreement, which may further expand or restrict a Participant’s or Member’s rights. In the event of any inconsistency between the terms of the Plan or an Award Agreement and the terms of the LLC Agreement, the terms of the LLC Agreement shall control.
VII.2. Rights as a Member. Unless otherwise determined by the Committee, during the Restriction Period, the Participant shall have the right to receive dividends declared with respect to his or her Restricted Units and to vote Restricted Units in accordance with applicable law and any applicable voting agreement, limited liability company agreement and other similar agreement; provided , however, that, unless otherwise provided in the applicable Award Agreement, all dividends on the Restricted Units during the Restriction Period shall be subject to the same restrictions as the underlying Award (and such dividends may be retained by the Company until such restrictions lapse).
VII.3. Vesting.
VII.3.1. Each Award Agreement relating to Restricted Units shall specify the duration of the Restriction Period and the financial, performance, employment, service, Termination, or other conditions under which the Restricted Units may be forfeited to the Company. At the end of the Restriction Period, if all applicable conditions have been satisfied, (i) the forfeiture restrictions imposed on such Award shall lapse with respect to the number of Restricted Units as determined by the Committee, (ii) any legend that is no longer applicable shall be removed and (iii) such number of units shall be released from escrow and delivered to the Participant.
VII.3.2. The Committee may accelerate the vesting of any Restricted Units at any time, in its sole discretion.
VII.3.3. Upon a Termination for any reason, Restricted Units (whether or not vested) shall be subject to repurchase as set forth in ARTICLE XIV.
ARTICLE VIII.
UNIT APPRECIATION RIGHTS
VIII.1. Unit Appreciation Right Awards.
VIII.1.1. Each Award of a UAR shall be evidenced by an Award Agreement that conforms to the requirements of the Plan and contains such other provisions as the Committee deems advisable.
VIII.1.2. Each UAR shall entitle the Participant to receive, upon exercise of the UAR, a payment equal to the excess, if any, of the Fair Market Value of one Series X Ordinary Unit on the date of exercise over the base price of the UAR. Such payment may be made in cash, in Series X Ordinary Units, in Restricted Units or in any combination of the foregoing, as the Committee shall determine in its sole discretion. The base price for any UAR shall be determined by the Committee in its sole discretion, but shall not be less than 100% of the Fair Market Value of a Series X Ordinary Unit on the day the UAR is granted.
VIII.1.3. The Committee shall establish the term of each UAR, as set forth in the Award Agreement; provided, however, that no UAR may have a term greater than five years from the date of grant. Each outstanding UAR shall terminate and be cancelled in its entirety at 12:00 a.m. New York time on the day after the last day of its term, or, if earlier, upon the circumstances specified in the Plan or the applicable Award Agreement providing for termination of such UAR.
VIII.1.4. To receive a UAR granted hereunder, and in order to receive any Series X Ordinary Units issuable upon exercise of a UAR or any payment with respect thereto, the Committee may require the Participant to agree to be bound by all of the terms of the LLC Agreement, including, without limitation, the repurchase rights, the drag-along rights and other transfer restrictions contained therein. If required by the Committee, each Participant must acknowledge that he or she is a “Member” within the meaning of the LLC Agreement, and shall execute a joinder to the LLC Agreement in form and substance satisfactory to the Company. The provisions of the LLC Agreement shall be in addition to any provisions contained in the Plan and the applicable Award Agreement, which may further expand or restrict a Participant’s or Member’s rights. In the event of any inconsistency between the terms of the Plan or an Award Agreement and the terms of the LLC Agreement, the terms of the LLC Agreement shall control.
VIII.2. Vesting and Exercisability.
VIII.2.1. Each Award Agreement relating to a UAR shall specify the financial, performance, employment, service, Termination, or other conditions under which the UAR may become vested or exercisable, if any. The Committee may, in its sole discretion, accelerate the vesting and, to the extent that the UAR is not subject to Code Section 409A, the exercisability, of all or any portion of any UAR.
VIII.2.2. Upon a Participant’s Termination for any reason other than a Termination For Cause, except as otherwise provided in an Award Agreement, (i) the portion of the UAR which has not vested shall be forfeited and terminated with no compensation due to the Participant, (ii) the portion of the UAR that is vested as of such Termination shall be exercisable for the period set forth in the Award Agreement and (iii) Award Units acquired pursuant to the exercise of a UAR (whether such Award Units are acquired prior to, upon, or following the Participant’s Termination) shall be subject to repurchase as set forth in ARTICLE XIV.
VIII.2.3. Notwithstanding any provision of the Plan or any Award Agreement to the contrary, upon a Participant’s Termination For Cause, the Participant shall forfeit any outstanding UAR (whether or not vested) with no compensation due to the Participant and Award Units held by the Participant shall be subject to repurchase as set forth in ARTICLE XIV.
VIII.3. Exercise of UARs.
VIII.3.1. A UAR or portion thereof that has become vested may be exercised during the period specified in the Award Agreement. A Participant (or his or her Successor) may exercise a UAR (or any portion thereof) by delivering written notice (in the form prescribed by the Committee) to the Company specifying the number of units underlying the UAR to be exercised and, if required by the Committee, payment in full of the related withholding taxes with respect to the rights to be exercised. If required, payment must be made by cash or a certified or bank cashier’s check or any other method acceptable to the Committee, in its sole discretion.
VIII.3.2. As a condition to the exercise of any UAR (or any portion thereof), the Participant must execute such documents as the Company may request, including, without limitation, those specified in Section 8.1.4.
VIII.3.3. In addition to the foregoing provisions of this Section 8.3, the Committee, in good faith, may impose such other restrictions on the exercise of UARs (whether or not in the nature of the foregoing restrictions) as it may deem necessary or appropriate.
ARTICLE IX.
RESTRICTED EQUITY UNITS
IX.1. Restricted Equity Unit Awards.
IX.1.1. Each Award of an REU shall be evidenced by an Award Agreement that conforms to the requirements of the Plan and contains such other provisions as the Committee deems advisable.
IX.1.2. REUs are solely a device for the measurement and determination of the amounts to be paid to a Participant under the Plan. Each Participant’s right in REUs is limited to the right to receive payment, if any, as may herein be provided. REUs do not constitute Series X Ordinary Units and shall not be treated as (or as giving rise to) property or as a trust fund of any kind; provided, however , that the Company will establish a mere bookkeeping account that will not cause the Plan to be deemed to be funded for tax purposes or for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended, to meet its obligations hereunder. The right of any recipient of REUs to receive payments by virtue of participation in the Plan shall be no greater than the right of any unsecured general creditor of the Company. Awards of REUs may be granted alone or in addition to any other Awards under the Plan.
IX.1.3. Each REU awarded under the Plan shall have an assigned value, determined by the Committee, in its discretion (the “Assigned Value”). The Assigned Value may be as little as $0.00 or as great as the Fair Market Value of a Series X Ordinary Unit on the date the REU is awarded. Unless otherwise provided in the relevant award agreement, the Assigned Value of each REU shall be equal to the Fair Market Value of one Series X Ordinary Unit on the date such RSU is granted.
IX.1.4. To receive an REU granted hereunder, and in order to receive any Series X Ordinary Units issuable upon settlement of an REU or any payment with respect thereto, the Committee may require the Participant to agree to be bound by all of the terms of the LLC Agreement, including, without limitation, the repurchase rights, the drag-along rights and other transfer restrictions contained therein. If required by the Committee, each Participant must acknowledge that he or she is a “Member” within the meaning of the LLC Agreement, and shall execute a joinder to the LLC Agreement in form and substance satisfactory to the Company. The provisions of the LLC Agreement shall be in addition to any provisions contained in the Plan and the applicable Award Agreement, which may further expand or restrict a Participant’s or Member’s rights. In the event of any inconsistency between the terms of the Plan or an Award Agreement and the terms of the LLC Agreement, the terms of the LLC Agreement shall control.
IX.2. Vesting, Settlement.
IX.2.1. Each Award Agreement relating to REUs shall specify the duration of the Restriction Period and the financial, performance, employment, service, Termination, or other conditions under which the REUs may be forfeited to the Company.
IX.2.2. At the end of the Restriction Period, if all applicable conditions have been satisfied, each vested and outstanding REU shall be settled, in the discretion of the Committee or as set forth in the applicable Award Agreement, by the payment to the Participant of cash, Series X Ordinary Units or any combination of the foregoing, in an amount equal to the difference, if any, between the Fair Market Value of one Series X Ordinary Unit on the date of settlement and the Assigned Value of such REU. The settlement date of each REU shall be the date on which such REU vests.
IX.3. No Rights as a Member. Nothing contained in the Plan shall be construed to give any Participant any rights with respect to Series X Ordinary Units or any ownership interest in the Company by reason of an Award of REUs. Without limiting the foregoing, no provision of the Plan shall be interpreted to confer any voting, derivative or other similar rights with respect to any REUs. Notwithstanding the foregoing, a Participant shall be credited with dividends on his unvested REUs, with such dividends to be subject to the same terms, conditions and restrictions (including, without limitation, vesting restrictions and the settlement date) as the underlying REUs.
ARTICLE X.
OTHER UNIT-BASED AWARDS
X.1. Other Unit-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants any type of Award (in addition to those Awards provided in ARTICLES VI, VII, VIII and IX hereof) that is payable in, or valued in whole or in part by reference to, Series X Ordinary Units, and that is deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, fully vested Series X Ordinary Units and dividend equivalents.
ARTICLE XI.
CERTAIN CORPORATE TRANSACTIONS
XI.1. Treatment of Awards. Notwithstanding any provision in the Plan to the contrary, in the event of a Transaction, the Committee may, in its sole discretion, take any one or more of the following actions (or may decide not to act) without the consent of any Participant:
XI.1.1. accelerate the vesting and the exercisability of all or any portion of the outstanding Options or UARs to the extent the Committee deems appropriate;
XI.1.2. accelerate the vesting of all or any portion of the unvested Restricted Units, REUs or Other Unit-Based Awards to the extent the Committee deems appropriate;
XI.1.3. cancel some or all outstanding Options and/or UARs in exchange for a payment in an amount equal to the excess, if any, of the Fair Market Value of the units underlying the unexercised portion of the Option or UAR as of the date of the Transaction over the aggregate Exercise Price of such portion; provided, however, that any Option or UAR with a per unit Exercise Price that equals or exceeds the Fair Market Value of one Series X Ordinary Unit as of the date of the Transaction will be cancelled with no compensation, payment or other consideration due to the Participant; provided, further, that if such Transaction is a change of control that satisfies the requirements of Treasury Regulation Section 1.409A-3(i)(5)(v) or (vii), then such payments shall be made according to the same schedule as payments are made to holders of Series X Ordinary Units in connection with such Transaction, provided that no payments shall be made in respect of cancelled Options and/or UARs after the fifth anniversary of the closing of the Transaction (with all payments due after such date to be forfeited by the Participant), provided that such payment will be made in the form of (i) cash, (ii) the property to be received by the holders of Series X Ordinary Units in connection with the Transaction or (iii) any combination of the foregoing (as determined by the Committee in its sole discretion);
XI.1.4. terminate (for no compensation, payment or other consideration) any Option and/or UAR immediately prior to the Transaction, provided that the Company has provided the Participant an opportunity to exercise such portion of the Option or UAR 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 Option or UAR prior to such Transaction;
XI.1.5. 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;
XI.1.6. cancel for no consideration any Award that, after giving effect to the Transaction, would not be vested; and
XI.1.7. take any other action the Committee deems appropriate in its discretion in connection with the Transaction.
XI.2. Committee Authority. The judgment of the Committee with respect to any matter referred to in this ARTICLE XI shall be conclusive and binding upon each Participant, all Permitted Transferees, the Company and all other Persons without the need for any amendment to the Plan or outstanding Awards or Award Agreements. The Committee need not treat each Award (or type of Award) the same under this ARTICLE XI.
ARTICLE XII.
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event of a reorganization, recapitalization, unit split involving Series X Ordinary Units or Series Y Preferred Units, spin-off, split-off, split-up, unit dividend involving Series X Ordinary Units or Series Y Preferred Units, combination of units of the Series X Ordinary Units or Series Y Preferred Units, merger, consolidation or any other change in the corporate structure of the Company affecting Series X Ordinary Units or Series Y Preferred Units, or any extraordinary distribution to holders of Series X Ordinary Units or Series Y Preferred Units (other than an ordinary cash dividend), the Committee shall, in order to prevent the enlargement or dilution of rights, adjust (i) the number and kind of units which may thereafter be issued under the Plan, (ii) the number and kind of units issuable in respect of outstanding Awards and/or (iii) the Exercise Price or grant price (if applicable) relating to any Award. In the case of any such transaction or event, the Committee may make any other adjustments (in addition to the items in clauses (i) through (iii) above) to Awards which it deems appropriate in the circumstances, in any case, as determined by the Committee in its sole discretion.
All actions taken by the Committee under this ARTICLE XII shall be conclusive and binding upon each Participant, all Permitted Transferees, the Company and all other Persons without the need for any amendment to the Plan or outstanding Awards or Award Agreements.
ARTICLE XIII.
EFFECTIVE DATE, TERMINATION AND AMENDMENT
The Plan shall become effective on the date that it is approved by the Board and, unless earlier terminated by the Board, shall remain in full force and effect until the tenth anniversary of such approval. Upon termination of the Plan, the Company shall not grant any further Awards under the Plan but outstanding Awards shall continue to remain outstanding according to their terms and shall continue to be subject to the terms of the Plan as if no such termination had occurred. The Board shall have the power to amend, suspend or terminate the Plan at any time, provided that no such amendment, suspension or termination shall materially and adversely affect outstanding Awards without the Participant’s consent (but excluding any dilution resulting from the Company’s issuance of additional equity, whether under the Plan or otherwise).
ARTICLE XIV.
REPURCHASE OF UNITS
XIV.1. Participant’s Termination For Cause. Upon (i) a Participant’s Termination For Cause or (ii) a Participant’s Voluntary Termination during any period in which the Company or any of its Subsidiaries would be entitled (without regard to any cure periods) to terminate such Participant pursuant to a Termination For Cause, the Company or its designee, at its election, shall have the option (exercisable within 120 days following the Termination Date) to require such Participant (or his or her Permitted Transferee) to sell, or cause to be sold, to it all (but not less than all) of the Series X Ordinary Units or Series Y Preferred Units beneficially owned by such Participant (or his or her Permitted Transferee) at a price equal to, at the Company’s option, either (1) the original price paid by such Participant to acquire such Series X Ordinary Units or Series Y Preferred Units or (2) the aggregate Fair Market Value of such Series X Ordinary Units or Series Y Preferred Units. For avoidance of doubt, any such value selected by the Company will likely be the lower of such value alternatives.
XIV.2. Death, Permanent Disability, Voluntary Terminations and Termination Without Cause. Upon (i) any Termination initiated by the Company or any of its Subsidiaries (other than a Termination For Cause), (ii) the death or Permanent Disability of a Participant, (iii) a Participant’s Voluntary Termination at any time (other than a Voluntary Termination during any period in which the Company or any of its Subsidiaries would be entitled (without regard to any cure periods) to terminate such Participant pursuant to a Termination For Cause) or (iv) such Participant’s resignation with Good Reason (but solely to the extent such concept is applicable pursuant to such Participant’s employment or service agreement with the Company or its Subsidiaries), the Company or its designee, at its election, shall have the option (exercisable within 120 days following such Termination Date), to require such Participant (or his or her Permitted Transferee) to sell, or cause to be sold, to it all (but not less than all) of the Series X Ordinary Units or Series Y Preferred Units beneficially owned by such Participant (or his or her Permitted Transferee) at a price equal to the aggregate Fair Market Value of such Series X Ordinary Units or Series Y Preferred Units.
XIV.3. Violation of Restrictive Covenant and Other Obligations. In the event that it is finally determined by a court of competent jurisdiction that any Participant has materially breached any restrictive covenant in any employment or service agreement with the Company or its Subsidiaries or any Award Agreement, the Company or its designee, at its election, shall have the option (exercisable within 150 days following such breach) to require such Participant (or his or her Permitted Transferee) to sell, or cause to be sold, to it all (but not less than all) of the Series X Ordinary Units or Series Y Preferred Units beneficially owned by such Participant (or his or her Permitted Transferee) at a price equal to, at the Company’s option, either (1) the original price paid by such Participant to acquire such Series X Ordinary Units or Series Y Preferred Units or (2) the aggregate Fair Market Value of such Series X Ordinary Units or Series Y Preferred Units. For avoidance of doubt, any such value selected by the Company will likely be the lower of such value alternatives.
XIV.4. Exercise of Rights. If the Company does not elect to exercise its rights under Section 14.1, 14.2 or 14.3, then Parent shall have the right to exercise such rights. The exercise or non-exercise by the Company or Parent of the rights set forth in this ARTICLE XIV at any time shall be without prejudice to their rights under this ARTICLE XIV in the future.
XIV.5. Application. This ARTICLE XIV shall continue to apply following the transfer by the Participant (or a Permitted Transferee) of any Award Units. This ARTICLE XIV shall not apply following an Initial Public Offering.
ARTICLE XV.
TRANSFERABILITY
Awards may not be pledged, assigned or transferred for any reason during the Participant’s lifetime other than to a Successor, and any attempt to do so shall be void and the Participant shall forfeit such Award.
ARTICLE XVI.
GENERAL PROVISIONS
XVI.1. Code Section 409A. The Plan and all Award Agreements are intended to comply with, or be exempt from, Code Section 409A and all regulations, guidance, compliance programs and other interpretative authority thereunder, and shall be interpreted in a manner consistent therewith. Notwithstanding anything contained herein to the contrary, in the event any Award is subject to Code Section 409A, the Board or the Committee may, in its sole discretion and without a Participant’s consent, amend the Plan and/or any Award Agreement, adopt policies and procedures, or take any other actions as deemed appropriate by the Board or the Committee to (i) exempt the Plan and/or any Award Agreement from the application of Code Section 409A or (ii) comply with the requirements of Code Section 409A. Notwithstanding anything contained in the Plan or in an Award Agreement to the contrary, neither the Company nor any of its Affiliates shall have any liability or obligation to any Participant or any other Person for taxes, interest, penalties or fines (including any of the foregoing resulting from the failure of any Award to comply with, or be exempt from, Code Section 409A).
XVI.2. No Right to Continued Employment or Service. Nothing contained in the Plan, or any Award, shall confer upon any Participant any right to continued employment or other service by the Company or any Subsidiary thereof, nor interfere in any way with the right of the Company or any Subsidiary thereof to terminate the employment or other service of any Participant at any time and for any reason.
XVI.3. Indemnification. Neither the Board nor the Committee, nor any member of either or any delegatee therefrom, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan or any Award, and the members of the Board and the Committee (and any delegatees therefrom) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage which may be in effect from time to time, provided that such actions were taken in good faith.
XVI.4. Withholding. Each Participant shall be responsible for making appropriate provision for the payment of all applicable Federal, state, local or foreign withholding taxes required to be withheld in connection with an Award. The Company or its Subsidiaries, in their sole discretion, shall have the right (i) to retain the number of units whose Fair Market Value equals the amount to be withheld in satisfaction of the applicable withholding taxes or (ii) to withhold from any payroll or other amounts otherwise due to a Participant (including, in connection with the exercise of an Award) the amount of withholding taxes due in connection with any Award.
XVI.5. Governing Law. To the extent that Federal law does not otherwise control, the Plan and all determinations made and actions taken hereunder shall be governed by the laws of the State of Delaware, without regard to the conflict of laws provisions of any jurisdiction.
XVI.6. JURISDICTION. BY ACCEPTING AN AWARD, EACH PARTICIPANT AND EACH PERMITTED TRANSFEREE HEREBY IRREVOCABLY SUBMITS TO AND ACCEPTS FOR HIMSELF/HERSELF/ITSELF, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF AND SERVICE OF PROCESS PURSUANT TO THE LAWS OF THE STATE OF DELAWARE AND THE RULES OF ITS COURTS, WAIVE ANY DEFENSE OF FORUM NON CONVENIENS AND AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY ARISING UNDER OR OUT OF, IN RESPECT OF, OR IN CONNECTION WITH, THE PLAN AND/OR ANY AWARD. ALL DISPUTES RELATING TO THE PLAN AND/OR ANY AWARD SHALL BE HEARD EXCLUSIVELY IN THE FEDERAL COURTS LOCATED IN THE STATE OF DELAWARE (OR IF FEDERAL JURISDICTION DOES NOT EXIST, IN THE STATE COURTS LOCATED IN THE STATE OF DELAWARE).
XVI.7. WAIVER OF JURY TRIAL. THE COMPANY AND EACH PARTICIPANT AND EACH PERMITTED TRANSFEREE IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE PLAN AND/OR ANY AWARD.
* * * * *
NON-QUALIFIED UNIT OPTION AGREEMENT
This NON-QUALIFIED UNIT OPTION AGREEMENT (this “Agreement”), dated as of [date as listed on Carta] (the “Grant Date”), is between Grindr Group LLC, a Delaware limited liability company (the “Company”), and [name as listed on Carta] (the “Participant”). This Agreement is made pursuant to the Grindr Group LLC Amended and Restated 2020 Equity Incentive Plan (as amended and/or restated from time to time, the “Plan”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Plan.
WHEREAS, the Company desires to grant an option to purchase Series X Ordinary Units to the Participant.
NOW, THEREFORE, in consideration of the premises and subject to the terms and conditions set forth herein and in the Plan, the parties hereto agree as follows:
1. Option Grant.
(a) Grant of Option. The Company hereby grants to the Participant, effective as of the Grant Date, an option to purchase from the Company [number as listed on Carta] Series X Ordinary Units at the exercise price specified in Section 2 (the “Option”). The Option is subject in all respects to the Plan and the LLC Agreement, in each case, the terms of which are expressly made a part of and incorporated into this Agreement. By signing this Agreement, the Participant acknowledges that he or she has received and reviewed a copy of the Plan. As a condition to the grant to the Participant of the Option, the Participant is required to execute and return to the Company at the time the Participant exercises the Option, a Joinder to the LLC Agreement in a form provided by the Company and any other documents required by the Company of new Members.
(b) Term. To the extent not exercised in full or forfeited earlier in accordance with the terms of this Agreement or the Plan, the Option shall terminate on the seventh (7th) anniversary of the Grant Date (such date, the “Expiration Date”), with no compensation, payment or other consideration due to the Participant.
2. Exercise Price. Subject to adjustment as provided in ARTICLE XII of the Plan, the Option shall have an exercise price per Series X Ordinary Unit of $[exercise price as listed on Carta] (the “Exercise Price”).
3. Vesting; Termination.
(a) Vesting. Provided that no Termination has occurred prior to the applicable vesting date, the Option will become vested and exercisable in accordance with the vesting schedule set forth on Carta for the Option, provided that upon each such vesting date, the number of Series X Ordinary Units underlying the vested portion of the Option shall be rounded up or down to the nearest whole number for all purposes; and provided, further, that upon the last vesting date, the portion of the Option that vests shall be adjusted up or down such that the number of Series X Ordinary Units underlying the fully vested Option is equal to the number of Series X Ordinary Units underlying the Option on the Grant Date.
(b) Termination.
(i) If the Participant incurs a Termination (A) by the Company and its Subsidiaries that is not a Termination For Cause (and not due to death or Permanent Disability) or a Voluntary Termination by the Participant, then subject to the Participant’s compliance with any restrictive covenants set forth in the Participant’s employment or service agreement (if any) or any other agreement between the Participant and the Company or any of its Affiliates (collectively, the “Restrictive Covenants”), then any portion of the Option that is not vested as of immediately prior to such Termination shall expire and be of no further force or effect immediately upon such Termination, with no compensation, payment or other consideration due to the Participant, and any portion of the Option that is vested shall remain exercisable until sixty (60) days following such Termination (but not beyond the Expiration Date), and shall thereafter expire and be of no further force or effect with no compensation, payment or other consideration due to the Participant, provided that the Option may be terminated earlier as provided in Article XI of the Plan and will immediately terminate in the event that the Participant breaches any of the Restrictive Covenants, and provided, further, that the Company may elect, in its sole discretion, to extend the post-termination exercise period; (B) that is a Termination For Cause, the entire Option (whether or not vested) shall expire and be of no further force or effect immediately upon such Termination, with no compensation, payment or other consideration due to the Participant or (C) due to the Participant’s death or Permanent Disability, then any portion of the Option that is not vested as of immediately prior to such Termination shall expire and be of no further force or effect immediately upon such Termination, with no compensation, payment or other consideration due to the Participant, and any portion of the Option that is vested as of immediately prior to such Termination shall remain exercisable for one hundred and twenty (120) days following such Termination (but not beyond the Expiration Date) and shall thereafter expire and be of no further force or effect with no compensation, payment or other consideration due to the Participant, provided that the Company may elect, in its sole discretion, to extend the post-termination exercise period.
(ii) The vesting schedule requires that there be no Termination prior to the applicable vesting date. Service for only a portion of the vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon a Termination.
(iii) If, prior to the consummation of an Initial Public Offering, the Participant incurs a Termination (regardless of the reason for such Termination), the Company shall have the right and option, but not the obligation, to purchase from the Participant, or his or her Transferees, all or any portion of the Series X Ordinary Units acquired upon the exercise of the Option, as provided in ARTICLE XIV of the Plan.
4. Exercise of Option.
(a) Method of Exercise. Subject to the other conditions set forth in this Agreement and in the Plan, the vested portion of the Option may be exercised in whole or in part, at any time or from time to time, but in no event after the Expiration Date, upon the Participant’s (i) delivery to the Company of a notice of exercise (such notice to be in a form provided by the Company), (ii) payment of the aggregate Exercise Price in full, in the manner specified in the Plan, (iii) satisfaction of (or arrangement to satisfy) all tax withholding obligations in connection with such exercise and (iv) execution of such documents relating to the holding of equity interests in the Company as the Company may request (which documents may severely restrict the rights of the Participant and the Participant’s Transferees with respect to the Series X Ordinary Units).
(b) Delivery of Certificates. As soon as practicable after the conditions set forth in Section 4(a) are satisfied, the Company shall, if it would otherwise normally issue certificates evidencing the ownership of Series X Ordinary Units, deliver to the Participant a certificate or certificates representing the Series X Ordinary Units acquired upon the exercise of the Option (or portion thereof), registered in the name of the Participant, provided that, if the Company, in its sole discretion, determines that, under applicable securities laws or otherwise, any certificates issued under this Section 4(b) must bear a legend restricting the transfer of such Series X Ordinary Units, such certificates shall bear the appropriate legend. For the avoidance of doubt and notwithstanding the foregoing, any Series X Ordinary Units issued pursuant to the Plan and this Agreement may be issued in book entry form.
5. Tax Withholding. As a condition to the receipt, retention and exercise of the Option, the Participant shall be required to pay in cash to the Company all applicable federal, state, local and foreign withholding taxes attributable to the Option (including the exercise thereof). The Company or any Affiliate shall have the power to withhold, or require the Participant to remit to the Company or such Affiliate promptly upon notification of the amount due, an amount sufficient to satisfy all such withholding tax requirements with respect to the Option (or any portion thereof).
6. Transferability. The Option may not be Transferred for any reason during the Participant’s lifetime other than to a Successor, and any attempt to do so shall be void and cause the entire Option (whether or not vested) to be immediately forfeited, with no compensation, payment or other consideration due to the Participant. Series X Ordinary Units acquired pursuant to the exercise of the Option may be transferred only as provided in the LLC Agreement.
7. Requirements of Law. The issuance of Series X Ordinary Units pursuant to the Option shall be subject to all applicable laws, rules and regulations of any government agency or national securities exchanges. No Series X Ordinary Units shall be issued upon exercise of the Option if such issuance would result in a violation of applicable law.
8. No Guarantee of Continued Employment or Service. Nothing contained in the Plan or this Agreement shall confer upon the Participant any right to continued employment or other service by the Company or any Subsidiary, nor interfere in any way with the right of the Company or any Subsidiary to terminate the employment or other service of the Participant at any time and for any reason.
9. No Rights as a Holder of Series X Ordinary Units. The Participant shall not have any rights as a holder of any of the Series X Ordinary Units covered by the Option until such time as such Series X Ordinary Units have been issued to the Participant.
10. Interpretation; Construction. Any determination or interpretation by the Committee under or pursuant to this Agreement or the Plan shall be final and binding on the Participant, all Transferees, the Company and all other Persons. In the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan shall control; provided, however, that, to the extent practicable, the terms of the Plan and this Agreement shall be construed to avoid any conflicts.
11. Amendments. The Board may at any time terminate or suspend the Plan and from time to time amend or modify the Plan or this Agreement. The Board may amend this Agreement without the consent of the Participant to the extent it deems appropriate; provided, however, that, except as provided in Section 16.1 of the Plan, the Board must obtain the Participant’s prior written consent to implement any amendment that would adversely affect the Participant’s rights under this Agreement. Subject to the preceding sentence, any alteration or amendment of this Agreement or the Plan shall, upon adoption thereof by the Board, become binding on the Participant.
12. Taxes. The Participant acknowledges and agrees that he or she understands the federal, state, local and foreign tax consequences associated with the Option and that the Participant has been advised by the Company to consult an attorney or other tax professional of his or her choice regarding such consequences. The Plan and this Agreement are intended to comply with, or be exempt from, Code Section 409A and all regulations, guidance, compliance programs and other interpretative authority thereunder, and shall be interpreted in a manner consistent therewith. Notwithstanding anything contained in the Plan or in this Agreement to the contrary, neither the Company nor any of its Affiliates shall have any liability or obligation to the Participant or any other Person for any tax, interest, penalty or fine relating to the Option (including any of the foregoing resulting from the failure of the Option to comply with, or be exempt from, Code Section 409A).
13. | Miscellaneous. |
(a) Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid), (iii) upon transmission by e-mail unless a notice of failure of delivery has been received, (iv) upon transmission by facsimile if a customary confirmation of transmission is received during normal business hours and, if not, the next business day after transmission, or (v) four (4) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed:
(i) | if to the Company, to: |
Grindr Group LLC
750 N. San Vicente Blvd. RE 1400
West Hollywood, CA 90069
Email: james@grindr.com
Attention: James Lu
With a copy (which shall not constitute notice) to:
Grindr LLC
PO Box 69176
West Hollywood, CA 90069
Email: contracts@grindr.com
Attention: Bill Shafton
(ii) if to the Participant, to the Participant’s address as reflected in the Company’s books and records.
Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth.
(b) Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any Person other than the parties to this Agreement or their respective successors or permitted assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.
(c) Waiver. No action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of either party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by either party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach of such provision or any other provision, and no failure by either party to exercise any right or privilege hereunder shall be deemed a waiver of such party’s rights or privileges hereunder or the ability to exercise such rights at any time. Any waiver hereunder must be in writing and signed by the waiving party.
(d) Entire Agreement. This Agreement, together with the Plan and the LLC Agreement, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior agreements, understandings, documents, statements, representations and warranties, oral or written, express or implied, between the parties hereto and their respective Affiliates, representatives and agents in respect of the subject matter hereof.
(e) Governing Law. To the extent that Federal law does not otherwise control, this Agreement and all determinations made and actions taken hereunder shall be governed by the laws of the State of Delaware, without regard to the conflict of laws provisions of any jurisdiction.
(f) JURISDICTION. BY ACCEPTING THE OPTION, THE PARTICIPANT AND EACH TRANSFEREE HEREBY IRREVOCABLY SUBMITS TO AND ACCEPTS FOR HIMSELF/HERSELF/ITSELF, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF AND SERVICE OF PROCESS PURSUANT TO THE LAWS OF THE STATE OF DELAWARE AND THE RULES OF ITS COURTS, WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY ARISING UNDER OR OUT OF, IN RESPECT OF, OR IN CONNECTION WITH, THE PLAN OR THIS AGREEMENT. ALL DISPUTES RELATING TO THE PLAN OR THIS AGREEMENT SHALL BE HEARD EXCLUSIVELY IN THE DELAWARE COURT OF CHANCERY (OR, IF SUCH COURT SHALL NOT HAVE JURISDICTION, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE OR THE OTHER STATE COURTS OF THE STATE OF DELAWARE).
(g) WAIVER OF JURY TRIAL. THE COMPANY, THE PARTICIPANT AND EACH TRANSFEREE IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE PLAN AND/OR THIS AGREEMENT.
(h) Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
(i) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. Delivery of an executed counterpart to this Agreement in facsimile or other electronic format (including documents in PDF format) shall be effective as delivery of manually executed counterpart to this Agreement.
[signature page follows]
IN WITNESS WHEREOF, the Company and the Participant have duly executed this Non-Qualified Unit Option Agreement as of the date first above written.
GRINDR GROUP LLC | ||
By: |
Name: | James Lu | |
Title: | President and Secretary | |
PARTICIPANT | ||
[name as listed on Carta] |
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/s/ Ernst & Young LLP
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Los Angeles, California
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February 8, 2023
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/s/ WithumSmith+Brown, PC
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New York, New York
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February 8, 2023
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