Sec Form 13D Filing - Lu James Fu Bin filing for Grindr Inc. (GRND) - 2022-11-28

(Primary Standard Industrial

Classification Code Number)

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CUSIP NO.

39854F119

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CUSIP NO.

39854F119

Item 1.

Security and Issuer

Item 2.

Identity and Background

(d) During the last five years, the Reporting Persons have not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, the Reporting Persons have not been a party to civil proceedings of a judicial or administrative body of competent jurisdiction and as a result of which such persons were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Longview SVH and Longview are incorporated in the state of Washington. Longview Grindr is incorporated in the British Virgin Islands. Mr. Lu is a citizen of the United States of America.

 

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.

 

 

The Reporting Persons received the Ordinary Shares reported in this Schedule 13D as a result of the closing of the Business Combination (as defined below). The Reporting Persons are deemed to beneficially own an aggregate of 40,316,686 shares of Common Stock of the Issuer as reflected in this Schedule 13D.

 

The consideration used to acquire beneficial ownership of the shares of Common Stock of the Issuer consisted solely of personal funds. The Reporting Persons acquired the shares of the Issuer’s Common Stock and warrants to purchase shares of the Issuer’s Common Stock at an exercise price of $11.50 per share pursuant to the Agreement and Plan of Merger, dated May 9, 2022 (the “Initial Merger Agreement”), by and among Grindr Group LLC, a Delaware limited liability company (“Legacy Grindr”), Tiga Acquisition Corp. (“Tiga”) and Tiga Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Tiga (“Merger Sub I”, and together with Tiga and Legacy Grindr, the “Initial Merger Entities”), as amended in that certain First Amendment to the Initial Merger Agreement, dated October 5, 2022, by and among Tiga Merger Sub II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Tiga (“Merger Sub II”) and the Initial Merger Entities (together with the Initial Merger Agreement, the “Merger Agreement”), pursuant to which Merger Sub I first merged with and into Legacy Grindr, whereupon the separate corporate existence of Merger Sub I ceased, and Legacy Grindr became the surviving company and continued in existence as a wholly owned subsidiary of Tiga until promptly thereafter and as part of the overall transaction, when Legacy Grindr merged with and into Merger Sub II, with Merger Sub II being the entity that survived such second merger and continued in existence as a wholly owned subsidiary of Tiga (the “Business Combination”). Tiga domesticated as a Delaware corporation and subsequently changed its name to Grindr Inc.

 

Mr. Lu holds an option to acquire 554,639 shares of the Issuer’s Common Stock from another shareholder within 60 days of the consummation of the Business Combination.

 

 

The information set forth in or incorporated by reference in Item 3 and Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4.

 

The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

 

The Reporting Persons intend to review their respective investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the Issuer’s board of directors, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may from time to time and at any time in the future take such actions with respect to the investment in the Issuer as they deem appropriate, including: (i) acquiring additional Common Stock and/or other equity,  debt, notes or other securities of the Issuer, or derivative or other instruments that are based upon or relate to the value of the Common Stock or the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) considering, proposing or otherwise engaging in one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

 

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 SVH, Longview, Longview Grindr and Mr. Lu beneficially own an aggregate of 40,316,686 shares of the Issuer’s Common Stock, respectively, which in aggregate represents approximately 23.1% of the Issuer’s issued and outstanding Common Stock, consisting of 175,415,123 shares of the Issuer’s common stock, consisting of i) 173,524,360 shares of the Issuer’s Common Stock outstanding immediately following the Business Combination reported on the Issuer’s Current Report on Form 8-K, filed on November 23, 2022, plus ii) 1,336,124 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 plus iii) 554,639 shares of the Issuer’s common stock issuable to the Reporting Persons, to the extent that the Reporting Persons elect to exercise an option to acquire 554,639 shares of the Issuer’s common stock (exercisable within 60 days of the Closing of the Business Combination (as set forth in Item 6 herein).

 

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) 40,316,686 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) Other than the acquisition of the shares as reported herein, and as described under Item 4 and the information incorporated by reference into this Item 5, the Reporting Persons have not affected any other transactions in the shares of the Issuer during the past 60 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 40,316,686 shares of Common Stock reported in Item 5(a).

 

(e) Not applicable.

 

 

The information furnished in Item 3 is incorporated into this Item 6 by reference.

 

Registration Rights Agreement

 

 

Financing Arrangement

 

Longview SVH has pledged 38,425,92 shares of Common Stock and 1,336,124 warrants to purchase 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.

 

Stock Option Arrangements

 

Mr. Lu is currently party to an arrangement with another shareholder of Grindr where he has the option to acquire 554,639 shares of Common Stock within 60 days of the closing of the Business Combination.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:  November 28, 2022

	LONGVIEW CAPITAL SVH LLC
	By: /s/James Fu Bin Lu
	Name: James Fu Bin Lu
	Title: Member
	LONGVIEW GRINDR HOLDINGS LIMITED
	By: /s/James Fu Bin Lu
	Name: James Fu Bin Lu
	Title: Director
	LONGVIEW CAPITAL HOLDINGS LLC
	By: /s/James Fu Bin Lu
	Name: James Fu Bin Lu
	Title: Member
	JAMES FU BIN LU
	By: /s/James Fu Bin Lu

ANNEX A

 

CONTROL PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF LONGVIEW CAPITAL SVH LLC, LONGVIEW GRINDR HOLDINGS LIMITED AND LONGVIEW CAPITAL HOLDINGS LLC

 

The following table sets forth the name, position, address, principal occupation and citizenship of each control person, director and/or executive officer of Longview Capital SVH LLC, Longview Grindr Holdings Limited and Longview Capital Holdings LLC (each an “Instruction C Person”). To the best of the Reporting Person’s knowledge, (i) none of the Instruction C Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws and (ii) none of the Instruction C Persons owns any shares of Common Stock or is party to any contract or agreement as would require disclosure in this Schedule 13D.

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