Explanatory Statement
This Amendment No. 2 to the Schedule 13D filed by the Reporting Persons on November 28, 2022, as amended from time to time (“Schedule
13D”) relates to the common stock, par value $0.0001 per share (the “Common Stock”) of Grindr Inc., a Delaware corporation (the “Issuer” or “Grindr”). Unless otherwise indicated, each
capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D.
Item 5. Interest in
Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover page of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and
6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.
Information required by Instruction C of Schedule 13D with
respect to the directors, executive officers, or persons holding equivalent positions of the Reporting Persons, is set forth on Annex A attached hereto.
(a) Longview Capital SVH LLC (“Longview SVH”), Longview Capital Holdings LLC (“Longview”), and Longview Grindr Holdings
Limited (“Longview Grindr”) beneficially own an aggregate of 36,427,728 shares of the Issuer’s Common Stock and Mr. Lu beneficially owns an aggregate of 36,434,062 shares of the Issuer’s Common Stock, in each case
which in aggregate represents approximately 20.5% of the Issuer’s issued and outstanding Common Stock, based on 177,948,515 shares of the Issuer’s Common Stock, consisting of i) 176,612,391 shares of the Issuer’s Common Stock
outstanding as of November 5, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed November 8, 2024, plus ii) shares of the Issuer’s Common Stock issuable to the Reporting
Persons, to the extent the Reporting Persons elect to exercise 1,336,124 warrants to purchase shares of the Issuer’s Common Stock held at a $11.50/share exercise price.
Information required by Instruction C of Schedule 13D with respect to the directors, executive officers, or persons holding equivalent positions of the
Reporting Persons, is set forth on Annex A attached hereto.
(b) Reporting Person James Fu Bin Lu, as sole equityholder in Longview, which is the sole
equityholder in Longview Grindr, which is the sole equityholder in Longview SVH, has sole power to vote or direct the vote of (and sole power to dispose or direct the disposition of) 36,434,062 shares of the Issuer’s common stock held by James
Fu Bin Lu, Longview, Longview Grindr and Longview SVH, subject to the information incorporated by reference into this Item 5.
(c) Mr. Lu was
previously awarded 8,756 restricted stock units (“RSUs”). Each RSU represents the contingent right to receive one share of the Issuer’s Common Stock upon settlement. The RSUs vest in four equal quarterly installments, with the first
installment of having vested on October 19, 2024 in the amount of 2,189 shares.
Except as otherwise stated, none of the Reporting Persons have
effected any transactions with respect to the Issuer’s Common Stock during the past sixty days.
(d) Subject to the information incorporated by
reference into this Item 5, no person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 36,434,062 shares of Common Stock reported in Item 5(a).
(e) Not applicable.
Item 6. Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Longview SVH has re-pledged 35,091,604 previously pledged
shares of the Issuer’s Common Stock to certain lenders in connection with a financing arrangement. Under the financing arrangement, Longview SVH retains voting and dispositive power with respect to the pledged shares except to the extent an
event of default has occurred and is continuing.