Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

 

 

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Amendment No. 3

Under the Securities Exchange Act of 1934

 

 

Grindr Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

39854F119

(CUSIP Number)

James Fu Bin Lu

c/o Grindr Inc.

750 N. San Vicente Boulevard

STE RE1400

West Hollywood, CA, 90069

Telephone [phone]

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 5, 2024

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP NO. 39854F119

 

1		NAMES OF REPORTING PERSONS    Longview Capital SVH LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)    PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)    ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION    Washington

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    33,917,602
				8		SHARED VOTING POWER
				9		SOLE DISPOSITIVE POWER    33,917,602
				10		SHARED DISPOSITIVE POWER

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    33,917,602
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    19.1%1
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    CO

 

1

The percentage used herein is calculated based on 177,950,704 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) 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 and iii) 2,189 shares of the Issuer’s Common Stock underlying restricted stock units held by Mr. Lu that will vest within 60 days of this statement.

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CUSIP NO. 39854F119

 

1		NAMES OF REPORTING PERSONS    Longview Capital Holdings LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)    PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)    ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION    Washington

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    33,917,602
				8		SHARED VOTING POWER
				9		SOLE DISPOSITIVE POWER    33,917,602
				10		SHARED DISPOSITIVE POWER

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    33,917,602
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    19.1%1
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    CO

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CUSIP NO. 39854F119

 

1		NAMES OF REPORTING PERSONS    Longview Grindr Holdings Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)    PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)    ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION    British Virgin Islands

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    33,917,602
				8		SHARED VOTING POWER
				9		SOLE DISPOSITIVE POWER    33,917,602
				10		SHARED DISPOSITIVE POWER

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    33,917,602
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    19.1%1
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    CO

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CUSIP NO. 39854F119

 

1		NAMES OF REPORTING PERSONS    James Fu Bin Lu
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)    PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)    ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION    United States of America

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    33,926,1252
				8		SHARED VOTING POWER
				9		SOLE DISPOSITIVE POWER    33,926,1252
				10		SHARED DISPOSITIVE POWER

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    33,926,1252
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    19.1%1
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    IN

 

2

Consists of (a) 6,334 shares of Common Stock held directly by Mr. Lu, (b) 2,189 shares of the Issuer’s Common Stock underlying restricted stock units held by Mr. Lu that will vest within 60 days of this statement, (c) 32,581,478 shares of Common Stock held by Longview Capital SVH LLC and (d) 1,336,124 shares of Common Stock underlying Warrants held by Longview Capital SVH LLC. Mr. Lu is the sole equityholder of the ultimate parent of Longview SVH and exercises voting and investment power with respect to Longview SVH.

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Explanatory Statement

This Amendment No. 3 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 33,917,602 shares of the Issuer’s Common Stock and Mr. Lu beneficially owns an aggregate of 33,926,125 shares of the Issuer’s Common Stock, in each case which in aggregate represents approximately 19.1% of the Issuer’s issued and outstanding Common Stock, based on 177,950,704 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) 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 and iii) 2,189 shares of the Issuer’s Common Stock underlying restricted stock units held by Mr. Lu that will vest within 60 days of this statement.

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) 33,926,125 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) The following transactions in the shares of Common Stock were effected by the Reporting Persons since the most recent filing of Schedule 13D (with the reported price per share being a weighted average):

 

Reporting Person who Effected the Transaction		Date of Transaction		Nature of Transaction		Amount of Securities		Average Price Per Share		Where and How the Transaction was Effected
Longview SVH		11/12/2024		Sale of Common Stock		215,980		$14.7191		Open market sale on NYSE
Longview SVH		11/13/2024		Sale of Common Stock		195,600		$14.3894		Open market sale on NYSE
Longview SVH		12/02/2024		Sale of Common Stock		683,297		$15.1728		Open market sale on NYSE
Longview SVH		12/03/2024		Sale of Common Stock		633,273		$15.3175		Open market sale on NYSE
Longview SVH		12/04/2024		Sale of Common Stock		692,211		$15.3727		Open market sale on NYSE
Longview SVH		12/05/2024		Sale of Common Stock		386,922		$15.3201		Open market sale on NYSE

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(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 33,926,125 shares of Common Stock reported in Item 5(a).

(e) Not applicable.

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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: December 9, 2024

 

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

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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.

 

Name and Position of Officer or Director		Principal Business Address or Residence		Principal Occupation or Employment		Citizenship
James Fu Bin Lu		428 East Street Ste E, Grinnell, IA 50112		Sole member of Longview Capital SVH LLC		United States of America
James Fu Bin Lu		428 East Street Ste E, Grinnell, IA 50112		Sole director and equityholder of Longview Grindr Holdings Limited		United States of America
James Fu Bin Lu		428 East Street Ste E, Grinnell, IA 50112		Sole member of Longview Capital Holdings LLC		United States of America

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