As filed with the Securities and Exchange Commission on: November 8, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
________________________
Grindr Inc.
(Exact name of registrant as specified in its charter)
________________________
| | | | | | | | |
| Delaware | | 92-1079067 |
| (State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) |
| | |
PO Box 69176, 750 N. San Vicente Blvd., Suite RE 1400, West Hollywood, California | | 90069 |
| (Address of Principal Executive Offices) | | (Zip Code) |
________________________
Grindr Inc. Amended and Restated 2022 Equity Incentive Plan
(Full Title of the Plan)
________________________
George Arison
Chief Executive Officer
Grindr Inc.
750 N. San Vicente Blvd., Suite RE 1400
West Hollywood, California 90069
(Name and address of agent for service)
Tel: (310) 776-6680
(Telephone number, including area code, of agent for service)
________________________
Copies to:
| | | | | |
Zachary Katz General Counsel, Head of Global Affairs and Corporate Secretary Grindr Inc. 750 N. San Vicente Blvd., Suite RE 1400 West Hollywood, California 90069 | John-Paul Motley Michael Mencher Cooley LLP 355 S. Grand Avenue Suite 900 Los Angeles, California 90071 Tel: (213) 561-3250 3 Embarcadero Center, 20th Floor San Francisco, California 94111 Tel: (415) 693-2000 |
________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| | | | | | | | | | | | | | |
Large accelerated filer | ☐ | | Accelerated filer | ☒ |
Non-accelerated filer | ☐ | | Smaller reporting company | ☒ |
| | | Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 relating to the Grindr Inc. 2022 Equity Incentive Plan, as amended and restated effective July 19, 2024 (the “Amended 2022 Plan”), is being filed for the purpose of registering an additional 2,860,300 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Grindr Inc. (the “Registrant”) issuable pursuant to the Amended 2022 Plan. The Registrant previously registered shares of its Common Stock for issuance under the Grindr Inc. 2022 Equity Incentive Plan on a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2023 (File No. 333-269745) (the “Prior Registration Statement”). Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Prior Registration Statement.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are hereby incorporated by reference in this Registration Statement:
(a)the contents of the Registration Statement on Form S-8, File No. 333-269745, filed with the Commission on February 14, 2023; (b)the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 11, 2024, and the Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on April 29, 2024; (c)the Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024, filed with the Commission on May 10, 2024, August 8, 2024, and November 8, 2024, respectively; (e)the description of the Registrant’s securities contained in the Registration Statement on Form 8-A filed with the Commission on November 17, 2020 (File No. 001-39714), as updated by Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Commission on March 17, 2023, as well as any additional amendments or reports filed with the Commission for the purpose of updating the description. All reports and other documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, other than current reports furnished under Item 2.02 and Item 7.01 of Form 8-K and any exhibits furnished on such form that relate to such items, after the date of this Registration Statement, and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
Item 8. Exhibits.
| | | | | | | | |
Exhibit No. | | Description |
| | Restated Certificate of Incorporation of Grindr Inc., dated November 18, 2022 (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to the Registration Statement on Form S‑1 dated February 9, 2023). |
| | Bylaws of Grindr Inc., dated November 18, 2022 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on November 23, 2022). |
| | Specimen Common Stock Certificate of Grindr Inc. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on November 23, 2022). |
| | Opinion of Cooley LLP. |
| | Consent of Ernst & Young LLP, independent registered public accounting firm. |
| | Consent of Cooley LLP (included in Exhibit 5.1). |
| | Power of Attorney (contained on the signature page hereto). |
| | Grindr Inc. Amended and Restated 2022 Equity Incentive Plan and forms of award agreement thereunder (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 25, 2024). |
| | Filing Fee Table. |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Hollywood, State of California, on November 8, 2024.
| | | | | |
| GRINDR INC. |
| |
| /s/ Vandana Mehta-Krantz |
| Name: Vandana Mehta-Krantz |
| Title: Chief Financial Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints George Arison and Vandana Mehta-Krantz, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | |
| /s/ George Arison | | Chief Executive Officer and Director | | November 8, 2024 |
| George Arison | | (Principal Executive Officer) | | |
| | | | |
| /s/ Vandana Mehta-Krantz | | Chief Financial Officer | | November 8, 2024 |
| Vandana Mehta-Krantz | | (Principal Financial Officer) | | |
| | | | |
| /s/ Kye Chen | | Chief Accounting Officer | | November 8, 2024 |
| Kye Chen | | (Principal Accounting Officer) | | |
| | | | |
| /s/ James Fu Bin Lu | | Chairperson of the Board | | November 8, 2024 |
| James Fu Bin Lu | | | | |
| | | | |
| /s/ Daniel Brooks Baer | | Director | | November 8, 2024 |
| Daniel Brooks Baer | | | | |
| | | | |
| /s/ J. Michael Gearon, Jr. | | Director | | November 8, 2024 |
| J. Michael Gearon, Jr. | | | | |
| | | | |
| /s/ Gary I. Horowitz | | Director | | November 8, 2024 |
| Gary I. Horowitz | | | | |
| | | | |
| /s/ Nathan Richardson | | Director | | November 8, 2024 |
| Nathan Richardson | | | | |
| | | | |
| /s/ Meghan Stabler | | Director | | November 8, 2024 |
| Meghan Stabler | | | | |
| | | | |
| /s/ G. Raymond Zage, III | | Director | | November 8, 2024 |
| G. Raymond Zage, III | | | | |
Exhibit 107
CALCULATION OF FILING FEE TABLE
Form S-8
(Form Type)
Grindr Inc.
(Exact name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | |
| Security Type | Title of Each Class of
Securities to be Registered | Fee Calculation Rule | Amount to be Registered(1) | Proposed
Maximum
Offering Price
Per Share | Proposed
Maximum
Aggregate
Offering Price | Fee Rate | Amount of
Registration Fee |
| Equity | Common Stock, $0.0001 par value per share | Other | 2,860,300(2) | $13.48(3) | $38,556,844.00 | 0.0001531 | $5,903.05 |
| Total Offering Amounts | — | $38,556,844.00 | — | $5,903.05 |
| Total Fees Previously Paid | | | | — |
| Total Fee Offsets | | | | — |
| Net Fee Due: | | | | $5,903.05 |
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock (“Common Stock”) of Grindr Inc. (the “Registrant”) that become issuable under the Grindr Inc. Amended and Restated 2022 Equity Incentive Plan (the “Amended 2022 Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction which results in an increase in the number of outstanding shares of the Registrant’s outstanding Common Stock.
(2) Represents 2,860,300 additional shares of Common Stock issuable under the Amended 2022 Plan as a result of an increase approved by the Registrant’s Board of Directors on June 20, 2024, and approved by the Registrant’s stockholders on July 19, 2024.
(3) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and 457(h) under the Securities Act based on a per share price of $13.48, the average of the high and low selling prices per share of the Common Stock on November 4, 2024, as reported on The New York Stock Exchange, which date is within five business days prior to the filing of this Registration Statement.
Exhibit 5.1
[COOLEY LETTERHEAD]
John-Paul Motley
+1 213 561 3204
jpmotley@cooley.com
November 8, 2024
Grindr Inc.
P.O. Box 69176
750 N. San Vicente Blvd., Suite RE 1400
West Hollywood, CA 90069
Re: Grindr Inc. — Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Grindr Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S‑8 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) covering the offering of up to 2,860,300 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issuable pursuant to the Company’s Amended and Restated 2022 Equity Incentive Plan (the “Plan”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectus, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plan and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
We note that the Company was initially incorporated under the laws of the Cayman Islands and was domesticated (the “Domestication”) as a corporation in the State of Delaware in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”). We have assumed all matters determinable under the laws of the Cayman Islands, including without limitation the approval of the Plan by the board and shareholders of the Company as a Cayman Islands exempted company prior to the Domestication were done in accordance with the applicable governing documents of the Company and the laws of the Cayman Islands.
Our opinion is expressed only with respect to the DGCL. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and the related prospectus, will be validly issued, fully paid and nonassessable (except as to Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
This opinion is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Sincerely,
Cooley LLP
By: /s/ John-Paul Motley
John-Paul Motley
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Grindr Inc. Amended and Restated 2022 Equity Incentive Plan of our report dated March 11, 2024, with respect to the consolidated financial statements of Grindr Inc. and Subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Los Angeles, California
November 8, 2024
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