8-K
filed November 23, 2022, 6:59 PM ET
ticker GRND
CIK 0001820144
M&A
confidence high
sentiment neutral
materiality 0.90
Grindr Inc. (GRND): M&A transaction — Grindr completes SPAC merger with Tiga; receives ~$105M in gross proceeds, begins trading
Grindr Inc.
- Business Combination closed Nov 18, 2022; Tiga renamed Grindr Inc., begins trading on NYSE (GRND, GRND WS).
- Received ~$105.1M gross cash proceeds ($5.1M trust, $50M forward purchase, $50M backstop) after 27.1M shares redeemed at $10.50.
- Post-closing shares outstanding: 173.5M; Tiga shareholders hold ~49.5%; Grindr management/directors own ~81.4%.
- Amended credit agreement with Fortress allows up to $170.8M term loans; Catapult GP II repaid ~$12M of Catapult Note.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nathan Richardson was appointed as Director at Grindr Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of nine directors: James Fu Bin Lu, G. Raymond Zage, III, J. Michael Gearon, Jr., Nathan Richardson, Daniel Brooks Baer, George Arison, Gary I. Horowitz, Meghan Stabler, and Maggie Lower.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Fu Bin Lu was appointed as Director at Grindr Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of nine directors: James Fu Bin Lu, G. Raymond Zage, III, J. Michael Gearon, Jr., Nathan Richardson, Daniel Brooks Baer, George Arison, Gary I. Horowitz, Meghan Stabler, and Maggie Lower.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Vandana Mehta-Krantz was appointed as other_named_officer at Grindr Inc..
- Action
- appointed
Exact text from the filing
Concurrently with the consummation of the Business Combination, the following individuals became the executive officers of the Company: George Arison, Vandana Mehta-Krantz, and Austin “AJ” Balance.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
J. Michael Gearon, Jr. was appointed as Director at Grindr Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of nine directors: James Fu Bin Lu, G. Raymond Zage, III, J. Michael Gearon, Jr., Nathan Richardson, Daniel Brooks Baer, George Arison, Gary I. Horowitz, Meghan Stabler, and Maggie Lower.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
George Arison was appointed as other_named_officer at Grindr Inc..
- Action
- appointed
Exact text from the filing
Concurrently with the consummation of the Business Combination, the following individuals became the executive officers of the Company: George Arison, Vandana Mehta-Krantz, and Austin “AJ” Balance.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Austin "AJ" Balance was appointed as other_named_officer at Grindr Inc..
- Action
- appointed
Exact text from the filing
Concurrently with the consummation of the Business Combination, the following individuals became the executive officers of the Company: George Arison, Vandana Mehta-Krantz, and Austin “AJ” Balance.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Meghan Stabler was appointed as Director at Grindr Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of nine directors: James Fu Bin Lu, G. Raymond Zage, III, J. Michael Gearon, Jr., Nathan Richardson, Daniel Brooks Baer, George Arison, Gary I. Horowitz, Meghan Stabler, and Maggie Lower.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Maggie Lower was appointed as Director at Grindr Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of nine directors: James Fu Bin Lu, G. Raymond Zage, III, J. Michael Gearon, Jr., Nathan Richardson, Daniel Brooks Baer, George Arison, Gary I. Horowitz, Meghan Stabler, and Maggie Lower.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
G. Raymond Zage, III was appointed as Director at Grindr Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of nine directors: James Fu Bin Lu, G. Raymond Zage, III, J. Michael Gearon, Jr., Nathan Richardson, Daniel Brooks Baer, George Arison, Gary I. Horowitz, Meghan Stabler, and Maggie Lower.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gary I. Horowitz was appointed as Director at Grindr Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of nine directors: James Fu Bin Lu, G. Raymond Zage, III, J. Michael Gearon, Jr., Nathan Richardson, Daniel Brooks Baer, George Arison, Gary I. Horowitz, Meghan Stabler, and Maggie Lower.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
George Arison was appointed as Director at Grindr Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of nine directors: James Fu Bin Lu, G. Raymond Zage, III, J. Michael Gearon, Jr., Nathan Richardson, Daniel Brooks Baer, George Arison, Gary I. Horowitz, Meghan Stabler, and Maggie Lower.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel Brooks Baer was appointed as Director at Grindr Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of nine directors: James Fu Bin Lu, G. Raymond Zage, III, J. Michael Gearon, Jr., Nathan Richardson, Daniel Brooks Baer, George Arison, Gary I. Horowitz, Meghan Stabler, and Maggie Lower.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Grindr Inc.: Company ceased to be a shell company upon closing of business combination (effective 2022-11-18).
- Change
- shell status
- Effective
- 2022-11-18
Exact text from the filing
Item 5.06 Change in Shell Company Status. Upon the Closing, the Company ceased to be a shell company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Grindr Inc. completed an acquisition involving Legacy Grindr (closed 2022-11-18).
- Action
- acquisition
- Counterparty
- Legacy Grindr
- Closing
- 2022-11-18
Exact text from the filing
Upon Closing, the Company received approximately $105.1 million in gross cash proceeds
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Grindr Inc. entered into Amended and Restated Registration Rights Agreement with Tiga Sponsor LLC (the "Sponsor"), certain stockholders of Tiga and certain direct and indirect holders of Legacy Grindr Series X Ordinary Units (effective 2022-11-18).
- Action
- entry
- Agreement
- merger
- Counterparty
- Tiga Sponsor LLC (the "Sponsor"), certain stockholders of Tiga and certain direct and indirect holders of Legacy Grindr Series X Ordinary Units
- Effective
- 2022-11-18
Exact text from the filing
On November 18, 2022, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, the Company entered into the Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) with Tiga Sponsor LLC (the “Sponsor”), certain stockholders of Tiga and certain direct and indirect holders of Legacy Grindr Series X Ordinary Units.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Grindr Inc. amended First Amendment to the Warrant Agreement with Continental Stock Transfer & Trust Company, as warrant agent (effective 2022-11-17).
- Action
- amendment
- Counterparty
- Continental Stock Transfer & Trust Company, as warrant agent
- Effective
- 2022-11-17
Exact text from the filing
On November 17, 2022, Tiga and the Warrant Agent entered into the First Amendment to the Warrant Agreement (“Amendment No. 1 to the Warrant Agreement”), which, among other things, provided for the mechanics of issuance of certain forward purchase and backstop warrants.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Grindr Inc. entered into Joinder and Assignment Agreement to the Forward Purchase Agreement with Tiga, the Sponsor and San Vicente Parent LLC ("SV Parent") (effective 2022-11-10).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Tiga, the Sponsor and San Vicente Parent LLC ("SV Parent")
- Effective
- 2022-11-10
Exact text from the filing
On November 10, 2022, Tiga, the Sponsor and San Vicente Parent LLC (“SV Parent”) entered into the Joinder and Assignment Agreement to the Forward Purchase Agreement (the “Joinder and Assignment Agreement”), which among other things, provided for the transfer and assignment of the Sponsor’s rights and obligations under the Forward Purchase Agreement to SV Parent.
View on SEC.gov
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