false000182014400018201442025-02-072025-02-070001820144us-gaap:CommonStockMember2025-02-072025-02-070001820144us-gaap:WarrantMember2025-02-072025-02-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
________________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 7, 2025
________________________
Grindr Inc.
(Exact name of registrant as specified in its charter)
________________________
Commission file number 001-39714
________________________
Delaware92-1079067
(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)
(310) 776-6680
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareGRNDNew York Stock Exchange
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per shareGRND.WSNew York Stock Exchange



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐




Item 8.01    Other Events.
On February 7, 2025, Grindr Inc. (f/k/a Tiga Acquisition Corp.) (the “Company”) issued a press release announcing the “Redemption Fair Market Value” to be used in connection with the previously announced redemption (the “Redemption”) of all of its outstanding public warrants and private placement warrants (collectively, the “Warrants”). All of the Warrants are governed by that certain Warrant Agreement, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), dated November 23, 2020, as amended on November 17, 2022. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
The Company has directed the Warrant Agent to deliver a Notice of “Redemption Fair Market Value” (the “Notice of Redemption Fair Market Value”) on behalf of the Company to each of the registered holders of the outstanding Warrants. A copy of the Notice of Redemption Fair Market Value is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
None of this Current Report on Form 8-K, the press release attached as Exhibit 99.1, nor the Notice of Redemption Fair Market Value attached as Exhibit 99.2 constitutes an offer to sell or the solicitation of an offer to buy any securities of the Company, and the foregoing shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
Item 9.01     Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.Description
Press Release dated February 7, 2025
Notice of Redemption Fair Market Value dated February 7, 2025
104Cover Page Interactive Data File, formatted in inline XBRL (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 7, 2025

 GRINDR INC.
  
 By:
 
 /s/ Vandana Mehta-Krantz
 Vandana Mehta-Krantz
 
Chief Financial Officer



Exhibit 99.1

Grindr Inc. Announces Redemption Fair Market Value in Connection with Redemption of its Outstanding Warrants
LOS ANGELES, CA – February 7, 2025 – Grindr Inc. (NYSE: GRND) (“Grindr” or the “Company”), the Global Gayborhood in Your PocketTM, today announced the “Redemption Fair Market Value” to be used in connection with the previously announced redemption of all of its outstanding public warrants and private placement warrants (collectively, the “warrants”). Grindr previously announced that it will redeem all of its warrants that remain unexercised as of 5:00 p.m., New York City time, on February 24, 2025 (the “Redemption Date”), at a redemption price of $0.10 per warrant. The Redemption Fair Market Value will be used to determine the number of shares of the Company’s common stock (the “common stock”) that will be issued in connection with the exercise on a “cashless basis” of a warrant in accordance with subsection 6.1.2 of the warrant agreement.
At the Company’s request, the warrant agent is delivering on the Company’s behalf a notice of redemption fair market value to each of the registered holders of the warrants, informing them, among other things, that:
a.based on the date that the notice of redemption was sent to holders of warrants, the Redemption Fair Market Value is $17.96; and
b.based on the Redemption Fair Market Value and the number of months between the Redemption Date and the expiration of the warrants, the number of shares of common stock to be issued for each warrant that is exercised on a “cashless basis” pursuant to subsection 6.1.2 of the warrant agreement is 0.361 shares of common stock.
Exercise Deadline and Procedures
If a holder of warrants does not wish for its warrants to be redeemed, such holder may exercise its warrants until 5:00 p.m., New York City time, on the Redemption Date. In connection with the redemption, warrant holders may elect to exercise their warrants (i) for cash, at an exercise price of $11.50 per share of common stock; or (ii) on a “cashless basis” in accordance with subsection 6.1.2 of the warrant agreement, in which case, the holder will receive 0.361 shares of common stock per warrant, which number was determined in accordance with the terms of the warrant agreement and based on the Redemption Date and the volume-weighted average price of the common stock during the ten trading days immediately following January 23, 2025, the date on which the notice of redemption was sent to holders of warrants. If a holder of warrants would be entitled to receive a fractional interest in a share of common stock as a result of warrants exercised at one time, the number of shares of common stock the holder will be entitled to receive will be rounded down to the nearest whole number of shares. Any warrants that remain unexercised as of 5:00 p.m., New York City time, on the Redemption Date, will be void and no longer exercisable, and the holders of those warrants will be entitled to receive $0.10 per warrant.
Holders of warrants wishing to exercise their warrants should follow the procedures described in the notice of redemption. Holders of warrants in “street name” should immediately contact their broker to determine their broker’s procedure for exercising their warrants since the process to exercise is voluntary.
Additional Information
The public warrants are listed on the New York Stock Exchange under the ticker symbol “GRND.WS.” Grindr understands from the New York Stock Exchange that, as a result of the redemption of the outstanding warrants, the warrants will cease to be listed on the New York Stock Exchange, effective at the close of trading on February 21, 2025, which is the trading day prior to the Redemption Date.
None of Grindr, its board of directors or employees have made or are making any representation or recommendation to any warrant holder as to whether or not to exercise or refrain from exercising any warrants.
The shares of common stock underlying the warrants have been registered by Grindr under the Securities Act of 1933, as amended, and are covered by a registration statement filed with, and declared effective by, the Securities and Exchange Commission (Registration No. 333-268782).
Questions concerning redemption and exercise of the warrants can be directed to Continental Stock Transfer & Trust Company, One State Street, 30th Floor, New York, NY 10004-1574, Attention: Compliance Department; telephone: 800-509-5586; or email: compliance@continentalstock.com. For a copy of the notice of redemption or notice of


redemption fair market value sent to the holders of the warrants and a prospectus relating to the shares of common stock issuable upon exercise of the warrants, please send an email request to IR@grindr.com or visit our website at https://investors.grindr.com/overview/default.aspx.

No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Grindr, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.
Forward Looking Statements
This press release contains statements that may constitute forward-looking statements within the meaning of the federal securities laws and within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify these forward-looking statements by the use of terminology such as “anticipates,” “approximately,” “believes,” “continues,” “could,” “estimates,” “expects,” “goal,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “upcoming,” “will” or the negative version of these words or other comparable words or phrases. These forward-looking statements include, among others, the expected Redemption Date of the warrants and the delisting of the warrants on the trading day prior to the Redemption Date. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are not guarantees of future performance and are subject to risks and uncertainties that may cause actual results to differ materially from expectations discussed in the forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including those discussed in the section titled “Risk Factors” in annual reports on Form 10-K and quarterly reports on Form 10-Q that we file with the Securities and Exchange Commission from time to time. Any forward-looking statement speaks only as of the date on which it is made, and you should not place undue reliance on forward-looking statements. Except to the extent required by applicable law, we are under no obligation (and expressly disclaim any such obligation) to update or revise our forward-looking statements, whether as a result of new information, future events, or otherwise.
Trademarks
This press release may contain trademarks of Grindr. Solely for convenience, trademarks referred to in this press release may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that Grindr will not assert, to the fullest extent under applicable law, its rights to these trademarks.
About Grindr Inc.
With more than 14.5 million average monthly active users, Grindr has grown to become the Global Gayborhood in Your PocketTM, on a mission to make a world where the lives of our global community are free, equal, and just. Available in 190 countries and territories, Grindr is often the primary way for its users to connect, express themselves, and discover the world around them. Since 2015 Grindr for Equality has advanced human rights, health, and safety for millions of LGBTQ+ people in partnership with organizations in every region of the world. Grindr has offices in West Hollywood, the Bay Area, Chicago, and New York. The Grindr app is available on the App Store and Google Play.
Investors:
IR@grindr.com
Media:
Press@grindr.com


Exhibit 99.2

NOTICE OF “REDEMPTION FAIR MARKET VALUE”
TO THE HOLDERS OF GRINDR INC. WARRANTS
(CUSIP 39854F119)
February 7, 2025
Reference is made to that certain Redemption Notice (as defined below) under which Grindr Inc. (f/k/a Tiga Acquisition Corp.) (the “Company”) committed to provide registered holders of the Company’s Warrants (as defined below) notice of the following information on this date.
Background
On January 23, 2025, the Warrant Agent (as defined below) delivered a notice of redemption (the “Redemption Notice”) to each registered holder of the Warrants on behalf of the Company indicating that the Company is redeeming, at 5:00 p.m. New York City time on February 24, 2025 (the “Redemption Date”), in each case for a redemption price of $0.10 per Warrant (the “Redemption Price”), all of its outstanding Warrants that are governed by that certain Warrant Agreement, dated November 23, 2020, as amended by that certain First Amendment to Warrant Agreement, dated November 17, 2022 (as amended, the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”). The Warrants consist of (i) 18,560,000 warrants (the “Private Placement Warrants”) issued pursuant to that certain Private Placement Warrants Purchase Agreement, dated as of November 23, 2020, by and between the Company and Tiga Sponsor LLC (the “Sponsor”); (ii) 2,500,000 forward purchase warrants and 2,500,000 backstop warrants (collectively, the “Forward Purchase Warrants”) issued pursuant to that certain Amended and Restated Forward Purchase Agreement, dated May 9, 2022, by and between the Company and the Sponsor; and (iii) 13,799,825 warrants (together with the Private Placement Warrants and the Forward Purchase Warrants, the “Warrants”), issued as part of the units in the initial public offering of the Company’s equity securities.
The Warrants are exercisable for shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”).
The Warrants and the Common Stock are listed on the New York Stock Exchange (“NYSE”) under the symbols “GRND.WS” and “GRND,” respectively. The Company understands from NYSE that February 21, 2025, the trading day prior to the Redemption Date, will be the last day on which the Warrants will be traded on NYSE.
Redemption Fair Market Value
The “Redemption Fair Market Value” is determined in accordance with Section 6.1.2 of the Warrant Agreement based on the volume weighted average price of shares of Common Stock for the ten (10) trading days immediately following the date on which the Redemption Notice is sent to the registered holders of the outstanding Warrants.
Based on the date the Redemption Notice was mailed, the Redemption Fair Market Value is $17.96.
Exercise of Warrants
Those who hold their Warrants in “street name” should immediately contact their broker to determine their broker’s procedure for exercising their Warrants.
The Warrants may be exercised on a cashless basis, by paying cash, or by such other method as is permissible under the terms of the Warrant Agreement by the holders thereof until 5:00 p.m. New York City time on the Redemption Date to acquire fully paid and non-assessable shares of Common Stock underlying such Warrants.
Payment upon exercise of the Warrants exercised in connection with the redemption on a “cashless basis” in accordance with Section 6.1.2 of the Warrant Agreement will entitle the exercising holder to receive a number of shares of Common Stock determined by reference to the table set forth in Section 6.1.2 of the Warrant Agreement, based on the Redemption Date and the Redemption Fair Market Value.


Based on the Redemption Fair Market Value and the number of months between the Redemption Date and the expiration of the Warrants, the number of shares of Common Stock to be issued for each Warrant that is exercised on a “cashless basis” pursuant to Section 6.1.2 of the Warrant Agreement is 0.361 shares of Common Stock.
If any holder of Warrants would, after taking into account all of such holder’s Warrants exercised at one time, be entitled to receive a fractional interest in a share of Common Stock, the number of shares the holder will be entitled to receive will be rounded down to the nearest whole number of shares.
Redemption of Warrants
Any Warrants that remain unexercised at 5:00 p.m. New York City time on the Redemption Date will be void and no longer exercisable, and the holders of those Warrants will be entitled to receive only the Redemption Price of $0.10 per Warrant.
Additional Information and Questions Regarding Redemption and Exercise
For additional information, including information on how holders may exercise their Warrants and procedures for those who hold Warrants in “street name,” see the Redemption Notice. A copy of the Redemption Notice was attached as Exhibit 99.2 to the Report on Form 8-K filed by the Company on January 23, 2025, and is available on the website of the Securities and Exchange Commission at www.sec.gov.
Questions concerning redemption and exercise of the Warrants can be directed to the Warrant Agent, Continental Stock Transfer & Trust Company, One State Street, 30th Floor, New York, NY 10004-1574, Attention: Compliance Department; telephone: 800-509-5586; or email: compliance@continentalstock.com.
*********************************
The CUSIP number appearing herein has been included solely for the convenience of the holders of the Warrants. No representation is made as to the correctness or accuracy of the CUSIP number as printed on the Warrants, as contained in the Redemption Notice, or as contained herein. Any redemption of the Warrants shall not be affected by any defect in or omission of such identification number.
Sincerely,
/s/ George Arison/s/ Vandana Mehta-Krantz
George ArisonVandana Mehta-Krantz
Chief Executive OfficerChief Financial Officer


v3.25.0.1
Cover
Feb. 07, 2025
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 07, 2025
Entity Registrant Name Grindr Inc.
Entity File Number 001-39714
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 92-1079067
Entity Address, Address Line One PO Box 69176
Entity Address, Address Line Two 750 N. San Vicente Blvd.
Entity Address, Address Line Three Suite RE 1400
Entity Address, City or Town West Hollywood
Entity Address, State or Province CA
Entity Address, Postal Zip Code 90069
City Area Code 310
Local Phone Number 776-6680
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001820144
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol GRND
Security Exchange Name NYSE
Warrant  
Document Information [Line Items]  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol GRND.WS
Security Exchange Name NYSE
Grindr (NYSE:GRND)
Historical Stock Chart
From Jan 2025 to Feb 2025 Click Here for more Grindr Charts.
Grindr (NYSE:GRND)
Historical Stock Chart
From Feb 2024 to Feb 2025 Click Here for more Grindr Charts.