Document

424B3 1 grindr2023q3424b3filing.htm 424B3 Document

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-268782

PROSPECTUS SUPPLEMENT NO. 3

(To the Prospectus dated April 3, 2023)

Up to 37,360,000 Shares of Common Stock Issuable Upon Exercise of Warrants

Up to 174,971,961 Shares of Common Stock

and

Up to 23,560,000 Warrants to Purchase Common Stock

This prospectus supplement No. 3 is being filed solely to update and supplement the prospectus, dated April 3, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-268782), with the information contained in our Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 14, 2023 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the issuance by us of an aggregate of up to 37,360,000 shares of our common stock, $0.0001 par value per share (the “Common Stock”), issuable upon the exercise of warrants, which consists of (i) up to 18,560,000 shares of Common Stock that are issuable upon the exercise of 18,560,000 warrants (the “Private Placement Warrants”) originally issued in private placements to Tiga Sponsor LLC, a Delaware limited liability company, the initial stockholder of Tiga Acquisition Corp. (“Tiga”), (ii) up to 13,800,000 shares of Common Stock that are issuable upon the exercise of 13,800,000 warrants (the “Public Warrants”) originally issued in the initial public offering of Tiga, and (iii) up to 5,000,000 shares of Common Stock that are issuable upon the exercise of 5,000,000 warrants originally issued to certain equityholders of Legacy Grindr (as defined herein) (the “FPA Warrants” and, together with the Private Placement Warrants and the Public warrants, the “Warrants”). We will receive the proceeds from any exercise of any Warrants for cash.

The Prospectus and this prospectus supplement also relate to the offer and sale, from time to time, by the selling securityholders named in this prospectus or their permitted transferees (the “selling securityholders”) of (i) up to 174,971,961 shares of Common Stock, consisting of (a) up to 6,900,000 shares of Common Stock held by the founders and independent directors of Tiga and certain of its affiliates, (b) up to 18,560,000 shares of Common Stock issuable upon exercise of the Private Placement Warrants, (c) up to 144,214,804 shares of Common Stock owned by certain equityholders of Legacy Grindr, (d) up to 5,000,000 shares of Common Stock that are issuable upon the exercise of the FPA Warrants, and (e) up to 297,157 shares of Common Stock acquirable upon the exercise of certain options, and (ii) up to 23,560,000 Warrants, consisting of (a) up to 18,560,000 Private Placement Warrants and (b) up to 5,000,000 FPA Warrants. We will not receive any proceeds from the sale of shares of Common Stock or Warrants by the selling securityholders pursuant to this prospectus.

This prospectus supplement updates and supplements the information in the Prospectus and should be read in conjunction with the Prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the information contained therein.

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and are subject to reduced public company reporting requirements. The Prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Our Common Stock and Public Warrants are listed on The New York Stock Exchange (“NYSE”) under the symbols “GRND” and “GRND.WS,” respectively. On November 14, 2023, the closing price of our Common Stock was $6.92 and the closing price for our Public Warrants was $1.18.

You should review carefully the risks and uncertainties described in the section entitled “Risk Factors” beginning on page 6 of the Prospectus and under similar headings in any amendments or supplements to the Prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus Supplement dated November 15, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 10-Q

________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number 001-39714

________________________

Grindr Inc.

(Exact name of registrant as specified in its charter)

________________________


Delaware						92-1079067
(State or other jurisdiction of incorporation or organization)						(I.R.S. 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, former address and former fiscal year, if changed since last report)

________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	GRND	New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	GRND.WS	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐

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	x	Smaller reporting company	x
		Emerging growth company	x

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The registrant had 174,767,387 shares of common stock outstanding as of November 10, 2023.

TABLE OF CONTENTS


		Page
Special Note Regarding Forward-Looking Statements		2
PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statement of Operations and Comprehensive Loss	4
	Condensed Consolidated Statement of Stockholders ’ Equity	5
	Condensed Consolidated Statement of Cash Flows	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	40
PART II.	OTHER INFORMATION	41
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	42
	Signatures	43

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. These forward-looking statements include statements regarding our intentions, beliefs, current expectations or projections concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which we operate. In some cases, you can identify these forward-looking statements by the use of terminology such as “anticipates,” “approximately,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “seeks,” “should,” “will” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this Quarterly Report on Form 10-Q reflect our current views about our business and future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ materially from those expressed in any forward-looking statement. There are no guarantees that any transactions or events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth in or contemplated by the forward-looking statements:

•our success in retaining or recruiting our directors, officers, key employees, or other key personnel, and our success in managing any changes in such roles;

•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;

•our ability to respond to general economic conditions;

•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;

◦fluctuation in quarterly and yearly results;

◦the ability to adapt to changes in technology and user preferences in a timely and cost-effective manner;

◦the ability to protect systems and infrastructures from cyber-attacks and prevent unauthorized data access;

◦the dependence on the integrity of third-party systems and infrastructure; and

◦the ability to protect our intellectual property rights from unauthorized use by third parties.

•whether the concentration of our stock ownership and voting power limits our stockholders’ ability to influence corporate matters;

•the effects of macroeconomic and geopolitical events on our business, such as health epidemics, pandemics, natural disasters and wars or other regional conflicts;

•the ability to maintain the listing of our common stock and public warrants on the New York Stock Exchange (“NYSE”); and

•the increasingly competitive environment in which we operate.

In addition, statements that “Grindr believes” or “we believe” and similar statements reflect our beliefs and opinions on the relevant subjects. These statements are based upon information available to us as of the date they are made, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. Except to the extent required by applicable law, we are under no obligation (and expressly disclaim any such obligation) to update or revise our forward-looking statements whether as a result of new information, future events, or otherwise. For a further discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled “Risk Factors” included under Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2022, as supplemented by the section titled "Risk Factors" included under Part II, Item 1A in this Quarterly Report on Form 10-Q. Any forward-looking statement speaks only as of the date on which it is made, and you should not place undue reliance on any forward-looking statements.

PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Grindr Inc. and subsidiaries

Condensed Consolidated Balance Sheets (unaudited)

(in thousands, except share data)


	September 30,		December 31,
	2023		2022
Assets
Current Assets
Cash and cash equivalents	$	29,948	$	8,725
Accounts receivable, net of allowance of $876 and $336, respectively	32,311		22,435
Prepaid expenses	5,942		7,622
Deferred charges	3,711		3,652
Other current assets	212		750
Total current assets	72,124		43,184
Restricted cash	1,392		1,392
Property and equipment, net	1,516		2,021
Capitalized software development costs, net	7,718		7,385
Intangible assets, net	86,549		104,544
Goodwill	275,703		275,703
Right-of-use assets	3,668		4,535
Other assets	239		64
Total assets	$	448,909	$	438,828
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	1,356	$	5,435
Accrued expenses and other current liabilities	22,223		15,681
Current maturities of long-term debt, net	24,341		22,152
Deferred revenue	19,147		18,586
Total current liabilities	67,067		61,854
Long-term debt, net	319,036		338,476
Warrant liability	29,514		17,933
Lease liability	2,615		3,658
Deferred tax liability	5,455		12,528
Other non-current liabilities	1,078		327
Total liabilities	424,765		434,776
Commitments and Contingencies (Note 14)
Stockholders’ Equity
Preferred stock, par value $0.0001; 100,000,000 shares authorized; none issued and outstanding at September 30, 2023 and December 31, 2022, respectively	—		—
Common stock, par value $0.0001; 1,000,000,000 shares authorized; 174,206,564 and 173,524,360 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	17		17
Additional paid-in capital	40,175		9,078
Accumulated deficit	(16,048)		(5,043)
Total stockholders’ equity	24,144		4,052
Total liabilities and stockholders’ equity	$	448,909	$	438,828

See accompanying notes to unaudited condensed consolidated financial statements.

Grindr Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Loss (unaudited)

(in thousands, except per share and share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenue	$	70,258	$	50,402	$	187,605	$	140,487
Operating costs and expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below)	18,243		12,955		49,168		36,758
Selling, general and administrative expense	16,420		20,325		52,523		53,937
Product development expense	13,270		4,159		24,976		11,981
Depreciation and amortization	5,753		9,097		21,845		27,215
Total operating expenses	53,686		46,536		148,512		129,891
Income from operations	16,572		3,866		39,093		10,596
Other income (expense)
Interest expense, net	(11,985)		(4,786)		(35,695)		(10,998)
Other expense, net	(390)		(263)		(98)		(329)
Change in fair value of warrant liability	(3,362)		—		(11,581)		—
Total other income (expense), net	(15,737)		(5,049)		(47,374)		(11,327)
Net income (loss) before income tax	835		(1,183)		(8,281)		(731)
Income tax provision	1,272		3,474		2,724		3,727
Net loss and comprehensive loss	$	(437)	$	(4,657)	$	(11,005)	$	(4,458)
Net loss per share:
Basic	$	0.00	$	(0.03)	$	(0.06)	$	(0.03)
Diluted	$	0.00	$	(0.03)	$	(0.06)	$	(0.03)
Weighted-average shares outstanding:
Basic	174,113,605		155,863,725		173,871,888		155,705,031
Diluted	174,113,605		155,863,725		173,871,888		155,705,031

See accompanying notes to unaudited condensed consolidated financial statements.

Grindr Inc. and subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (unaudited)

(in thousands, except per share amounts and share data)


	Preferred Stock (Par value $0.0001)			Common Stock (Par value $0.0001)			Series Y Preferred Units (Par value $0.00001)			Series X Ordinary Units (Par value $0.00001)			Additional paid-in capital		Accumulated deficit		Total stockholders’ equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2021, as previously reported	—	$	—	—	$	—	—	$	—	110,867,483	$	1	$	269,131	$	(5,895)	$	263,237
Retroactive application of recapitalization	—	—		155,541,074	16		—	—		(110,867,483)	(1)		(15)		—		—
Balance at December 31, 2021, after effect of reverse recapitalization	—	—		155,541,074	16		—	—		—	—		269,116		(5,895)		263,237
Net income	—	—		—	—		—	—		—	—		—		4,501		4,501
Interest on the promissory note to a member	—	—		—	—		—	—		—	—		(741)		—		(741)
Related party unit-based compensation	—	—		—	—		—	—		—	—		349		—		349
Stock-based compensation	—	—		—	—		—	—		—	—		414		—		414
Exercise of stock options	—	—		37,086	—		—	—		—	—		119		—		119
Balance at March 31, 2022	—	—		155,578,160	16		—	—		—	—		269,257		(1,394)		267,879
Net loss	—	—		—	—		—	—		—	—		—		(4,302)		(4,302)
Member distributions	—	—		—	—		—	—		—	—		(83,313)		—		(83,313)
Interest on promissory note to a member	—	—		—	—		—	—		—	—		(746)		—		(746)
Repayment of promissory note to member	—	—		—	—		—	—		—	—		427		—		427
Payment of interest on promissory note to member	—	—		—	—		—	—		—	—		3,362		—		3,362
Exercise of stock options	—	—		270,820	—		—	—		—	—		906		—		906
Contribution from member - related party unit-based comp	—	—		—	—		—	—		—	—		12,598		—		12,598
Unit-based compensation expense	—	—		—	—		—	—		—	—		360		—		360
Balance at June 30, 2022	—	—		155,848,980	16		—	—		—	—		202,851		(5,696)		197,171
Net loss	—	—		—	—		—	—		—	—		—		(4,657)		(4,657)
Interest on promissory note to a member	—	—		—	—		—	—		—	—		(745)		—		(745)
Exercise of stock options	—	—		28,250	—		—	—		—	—		111		—		111
Contribution from member - related party unit-based comp	—	—		—	—		—	—		—	—		9,097		—		9,097
Unit-based compensation expense	—	—		—	—		—	—		—	—		643		—		643
Balance at September 30, 2022	—	$	—	155,877,230	$	16	—	$	—	—	$	—	$	211,957	$	(10,353)	$	201,620

Grindr Inc. and subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (unaudited)

(in thousands, except per share amounts and share data)


	Preferred Stock (Par value $0.0001)			Common Stock (Par value $0.0001)				Additional paid-in capital		Accumulated deficit		Total stockholders’ equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2022	—	$	—	173,524,360	$	17		$	9,078	$	(5,043)	$	4,052
Net loss	—	—		—	—			—		(32,899)		(32,899)
Interest on the promissory note to a member	—	—		—	—			(282)		—		(282)
Repayment of promissory note to a member	—	—		—	—			18,833		—		18,833
Payment of interest on promissory note to a member	—	—		—	—			520		—		520
Stock-based compensation	—	—		—	—			3,126		—		3,126
Vested restricted stock units	—	—		21,875	—			—		—		—
Exercise of stock options	—	—		296,477	—			1,010		—		1,010
Balance at March 31, 2023	—	—		173,842,712	17			32,285		(37,942)		(5,640)
Net income	—	—		—	—			—		22,331		22,331
Stock-based compensation	—	—		—	—			3,432		—		3,432
Vested restricted stock units	—	—		21,875	—			—		—		—
Exercise of stock options	—	—		189,072	—			674		—		674
Balance at June 30, 2023	—	—		174,053,659	17			36,391		(15,611)		20,797
Net loss	—	—		—	—			—		(437)		(437)
Pre-Closing entity income tax adjustment	—	—		—	—			(148)		—		(148)
Stock-based compensation	—	—		—	—			3,474		—		3,474
Vested restricted stock units	—	—		31,180	—			—		—		—
Exercise of stock options	—	—		121,725	—		—	458		—		458
Balance at September 30, 2023	—	$	—	174,206,564	$	17		$	40,175	$	(16,048)	$	24,144

See accompanying notes to unaudited condensed consolidated financial statements.

Grindr Inc. and subsidiaries

Condensed Consolidated Statements of Cash Flows (unaudited)

(in thousands)


	Nine Months Ended September 30,
		2023		2022
Operating activities
Net loss		$	(11,005)	$	(4,458)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock-based compensation		10,594		23,353
Change in fair value of warrant liability		11,581		—
Amortization of debt issuance costs		1,452		759
Interest income on promissory note from member		(282)		(2,232)
Depreciation and amortization		21,845		27,215
Provision for expected credit losses/doubtful accounts		540		27
Deferred income taxes		(7,221)		(3,595)
Non-cash lease expense		867		777
Changes in operating assets and liabilities:
Accounts receivable		(10,416)		(575)
Prepaid expenses and deferred charges		1,621		(1,030)
Other current assets		538		(4,779)
Other assets		(175)		(677)
Accounts payable		(2,883)		(524)
Accrued expenses and other current liabilities		6,542		5,545
Deferred revenue		561		(1,345)
Lease liability		(1,043)		(1,667)

Net cash provided by operating activities		23,116		36,794
Investing activities
Purchase of property and equipment		(241)		(339)
Additions to capitalized software		(3,248)		(3,434)
Net cash used in investing activities		(3,489)		(3,773)
Financing activities
Transaction costs paid in connection with the Business Combination		(1,196)		—
Proceeds from the repayment of promissory note to a member including interest		19,353		—
Proceeds from exercise of stock options		2,142		1,136
Distributions paid		—		(79,524)
Proceeds of issuance of debt		—		60,000
Principal payment on debt		(18,703)		(2,220)
Payment of debt issuance costs		—		(955)
Net cash provided by (used in) financing activities		1,596		(21,563)
Net increase in cash, cash equivalents and restricted cash		21,223		11,458
Cash, cash equivalents and restricted cash, beginning of the period		10,117		17,170
Cash, cash equivalents and restricted cash, end of the period		$	31,340	$	28,628
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents		$	29,948	$	27,236
Restricted cash		1,392		1,392
Cash, cash equivalents and restricted cash		$	31,340	$	28,628
Supplemental disclosure of cash flow information:
Cash interest paid		$	34,973	$	12,591
Income taxes paid		$	5,494	$	2,207

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

Grindr Inc. and subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except per share amounts and share data)

1.Nature of Business

Grindr Inc. (“Grindr”) is headquartered in Los Angeles, California, with offices in Chicago, Illinois, San Francisco, California, Palo Alto, California and New York, New York, and manages and operates the Grindr platform, a global social network platform serving and addressing the needs of the LGBTQ community. The Grindr platform is available as an app through Apple’s App Store for iPhones and Google Play for Android, as well as on the web. The Company offers both a free, ad-supported service and a premium subscription version.

Grindr was originally incorporated in the Cayman Islands on July 27, 2020, under the name Tiga Acquisition Corp. (“Tiga”), a special-purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or engaging in any other similar business combination with one or more businesses or entities. On May 9, 2022, Grindr Group LLC (“Grindr Group”) and its subsidiaries (“Legacy Grindr”) entered into an Agreement and Plan of Merger (as amended on October 5, 2022, the “Merger Agreement”) with Tiga, in which Grindr Group became a wholly owned subsidiary of Tiga (the “Business Combination”). On November 17, 2022, Tiga was redomiciled to the United States. Upon the closing of the Business Combination on November 18, 2022 (the “Closing”), Tiga was renamed to “Grindr Inc.”

Throughout the notes to the consolidated financial statements, unless otherwise noted, the “Company” refers to Legacy Grindr prior to the consummation of the Business Combination, and to Grindr and its subsidiaries after the consummation of the Business Combination.

2.Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The Business Combination was accounted for as a reverse recapitalization under the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, Tiga was treated as the acquired company for financial reporting purposes. This determination was primarily based on (i) the Legacy Grindr unitholders having a relative majority of the voting power of Grindr, (ii) Legacy Grindr unitholders having the ability to nominate the majority of the members of the board of directors of the Company (the "Board"), and (iii) Legacy Grindr senior management comprising the senior management roles of Grindr, and being responsible for the Company's day-to-day operations and strategy. Accordingly, for accounting purposes, the financial statements of Grindr represent a continuation of the financial statements of Legacy Grindr with the Business Combination being treated as the equivalent of Legacy Grindr issuing shares for the net assets of Tiga, accompanied by a recapitalization. The net assets of Tiga were recognized as of the Closing at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Legacy Grindr and the accumulated deficit of Legacy Grindr has been carried forward after Closing.

All periods prior to the Business Combination have been retrospectively adjusted using the exchange ratio for the equivalent number of shares outstanding immediately after the Closing to effect the reverse recapitalization (the "Exchange Ratio"). In addition, all granted and outstanding unvested Legacy Grindr unit options were converted using the Exchange Ratio into options exercisable for shares of Grindr common stock with the same terms and vesting conditions.

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2022. The unaudited condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries after elimination of intercompany transactions and balances. The operating results for the three and nine months ended September 30, 2023, are not necessarily indicative of the results expected for the full year ending December 31, 2023.

Table of Contents

Grindr Inc. and subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except per share amounts and share data)

Accounting Estimates

Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial statements in accordance with U.S. GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the useful lives and recoverability of property and equipment and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for credit losses; the fair value of common stock warrant liabilities; valuation allowance for deferred tax assets; effective income tax rate; unrecognized tax benefits; legal contingencies; the incremental borrowing rate for the Company's leases; and the valuation of stock-based compensation, among others.

Segment Information

The Company operates in one segment. The Company’s operating segments are identified according to how the performance of its business is managed and evaluated by its chief operating decision maker, the Company’s Chief Executive Officer (“CEO”). Substantially all of the Company’s long-lived assets are attributed to operations in the U.S.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable:


Level 1 -			Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets.

Level 2 -			Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data.

Level 3 -			Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities.

Recurring Fair Value Measurements

The following methods and assumptions were used to estimate the fair value of each class of financial assets and liabilities for which it is practicable to estimate fair value:

•Money market funds and U.S. treasury bonds — The carrying amount of money market funds and U.S. treasury bonds approximates fair value and is classified within Level 1 because the fair value is determined through quoted market prices.

•Liability-classified awards — Executives were granted liability-classified compensation awards requiring fair value measurement at the end of each reporting period. The Company used the Monte Carlo simulation model to value the awards, utilizing Level 3 inputs.

•Warrant liability — Public Warrants (as defined below) are classified within Level 1 as these securities are traded on an active public market. Private Warrants (as defined below) are classified within Level 2. For the periods presented, the Company utilized the value of the Public Warrants as an approximation of the value of the Private Warrants as they are substantially similar to the Public Warrants, but not directly traded or quoted on an active market.

Table of Contents

Grindr Inc. and subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except per share amounts and share data)

The Company’s remaining financial instruments that are measured at fair value on a recurring basis consist primarily of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other current liabilities. The Company believes their carrying values are representative of their fair values due to their short-term maturities. The fair values of the Company’s Credit Agreement balances as disclosed in Note 6 were measured by comparing their prepayment values and present value using observable market data consisting of interest rates based on similar credit ratings.

Nonrecurring Fair Value Measurements

The Company is required to measure certain assets at fair value on a nonrecurring basis after initial recognition. These include goodwill, intangible assets, and long-lived assets, which are measured at fair value on a nonrecurring basis as a result of impairment reviews and any resulting impairment charge. Impairment is assessed annually in the fourth quarter or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or assets below the carrying value, as described below. The fair value of the reporting unit or asset groups is determined primarily using cost and market approaches (Level 3).

Revenue Recognition

Revenue is recognized when or as a customer obtains control of promised services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to in exchange for these services.

The Company derives substantially all of its revenue from subscription revenue, premium add-ons and advertising revenue. As permitted under the practical expedient available under Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue for the amount at which the Company has the right to invoice for services performed.

Direct Revenue

Direct revenue consists of subscription revenue and premium add-ons to access premium features. Subscription revenue is generated through the sale of subscriptions that are currently offered in one-week, one-month, three-month, six-month, and twelve-month lengths. Subscription revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Premium add-on revenue is generated through the sale of an add-on feature on a pay-per-use, or a la carte, basis. Premium features are activated upon purchase and are available for a short duration, generally, within one day. Revenue from premium add-ons is recognized upon purchase of the premium add-on. Direct revenue is recorded net of taxes, credits, and chargebacks. Customers pay in advance, primarily through mobile app stores, and, subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable.

Indirect Revenue

Indirect revenue consists of advertising revenue and other non-direct revenue. The Company has contractual relationships with advertising service providers and also directly with advertisers to display advertisements in the Grindr platform. For all advertising arrangements, the Company’s performance obligation is to provide the inventory for advertisements to be displayed in the Grindr platform. For contracts made directly with advertisers, the Company is also obligated to serve the advertisements in the Grindr platform. Providing the advertising inventory and serving the advertisement is considered a single performance obligation, as the advertiser cannot benefit from the advertising space without its advertisements being displayed.

The pricing and terms for all advertising arrangements are governed by either a master contract or insertion order. The transaction price in advertising arrangements is generally the product of the number of advertising units delivered (e.g., impressions, offers completed, videos viewed, etc.) and the contractually agreed upon price per advertising unit. Further, for advertising transactions with advertising service providers, the contractually agreed upon price per advertising unit is generally based on the Company’s revenue share or fixed revenue rate as stated in the contract. The number of advertising units delivered is determined at the end of each month, which resolves any uncertainty in the transaction price during the reporting period.

Table of Contents

Grindr Inc. and subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except per share amounts and share data)

Accounts Receivable, net of allowance for credit losses

The majority of app users access the Company’s services through Apple’s App Store and Google Play. The Company evaluates the credit worthiness of these two mobile app stores on an ongoing basis and does not require collateral from these entities. Accounts receivable also include amounts currently due from advertising customers. The Company maintains an allowance for credit losses to provide for the estimated amount of accounts receivable that will not be collected. The allowance for credit losses is based upon historical collection trends adjusted for economic conditions using reasonable and supportable forecasts.

The accounts receivable balances, net of allowances, were $32,311 and $22,435 as of September 30, 2023, and December 31, 2022, respectively. The opening balance of accounts receivable, net of allowances, was $17,885 as of January 1, 2022.

Contract Liabilities

Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company’s performance. The Company classifies subscription deferred revenue as current and recognizes revenue ratably over the terms of the applicable subscription period or expected completion of the performance obligation, which range from one week to twelve months. The deferred revenue balances were $19,147 and $18,586 as of September 30, 2023 and December 31, 2022, respectively. The opening balance of deferred revenue was $20,077 as of January 1, 2022.

For the three and nine months ended September 30, 2023, the Company recognized $1,239 and $18,116 of revenue, respectively, that was included in the deferred revenue balance as of December 31, 2022. For the three and nine months ended September 30, 2022, the Company recognized $2,406 and $18,848, respectively of revenue that was included in the deferred revenue balance as of December 31, 2021.

Disaggregation of Revenue

The following tables summarize revenue from contracts with customers for the three and nine months ended September 30, 2023, and 2022, respectively:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Direct revenue	$	61,575	$	43,209	$	162,886	$	118,364
Indirect revenue	8,683		7,193		24,719		22,123
	$	70,258	$	50,402	$	187,605	$	140,487


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
United States	$	40,450	$	31,127	$	109,823	$	87,876
United Kingdom	5,703		3,752		14,729		10,457
Rest of the world	24,105		15,523		63,053		42,154
	$	70,258	$	50,402	$