SEC Comment Letter 0000000000-22-013953 to Grindr Inc. (GRND, GRND-WT) (CIK 0001820144) (GRND)
Grindr Inc. (GRND, GRND-WT) (CIK 0001820144)
Date: Dec. 28, 2022 · CIK: 0001820144 · Accession: 0000000000-22-013953
AI Filing Summary & Sentiment
File numbers found in text: 333-268782
Letter
United States securities and exchange commission logo December 28, 2022 George Arison Chief Executive Officer Grindr Inc. 750 N. San Vicente Blvd., Suite RE 1400 West Hollywood, CA 90069 Re:Grindr Inc. Registration Statement on Form S-1 Filed December 13, 2022 File No. 333-268782 Dear George Arison: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1 filed December 13, 2022 Cover Page 1.We note your disclosure of the substantial number of shares of Common Stock being registered for potential resale by selling securityholders pursuant to this prospectus. Please highlight that your two largest stockholders, who beneficially own approximately 72.5% of your issued and outstanding Common Stock in the aggregate, will be able to sell all of their securities held for so long as the registration statement of which this prospectus forms a part is in effect. Also identify any applicable lock-up restrictions and disclose the dates upon which those restrictions will be removed.
FirstName LastNameGeorge Arison Comapany NameGrindr Inc. December 28, 2022 Page 2 FirstName LastName George Arison Grindr Inc. December 28, 2022 Page 2 Prospectus Summary, page 1 2.Given the likelihood that you will not receive cash proceeds from the exercise of the warrants since the warrants are currently out of the money, please describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand. Risk Factors Sales of our Common Stock and/or Warrants or the perception of such sales..., page 52 3.Expand your risk factor on page 52 to disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rule 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any questions. Sincerely, Division of Corporation Finance Office of Technology
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United States securities and exchange commission logo
December 28, 2022
George Arison
Chief Executive Officer
Grindr Inc.
750 N. San Vicente Blvd., Suite RE 1400
West Hollywood, CA 90069
Re:Grindr Inc.
Registration Statement on Form S-1
Filed December 13, 2022
File No. 333-268782
Dear George Arison:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed December 13, 2022
Cover Page
1.We note your disclosure of the substantial number of shares of Common Stock being
registered for potential resale by selling securityholders pursuant to this
prospectus. Please highlight that your two largest stockholders, who beneficially own
approximately 72.5% of your issued and outstanding Common Stock in the aggregate,
will be able to sell all of their securities held for so long as the registration statement of
which this prospectus forms a part is in effect. Also identify any applicable lock-up
restrictions and disclose the dates upon which those restrictions will be removed.
FirstName LastNameGeorge Arison
Comapany NameGrindr Inc.
December 28, 2022 Page 2
FirstName LastName
George Arison
Grindr Inc.
December 28, 2022
Page 2
Prospectus Summary, page 1
2.Given the likelihood that you will not receive cash proceeds from the exercise of the
warrants since the warrants are currently out of the money, please describe the impact on
your liquidity and update the discussion on the ability of your company to fund your
operations on a prospective basis with your current cash on hand.
Risk Factors
Sales of our Common Stock and/or Warrants or the perception of such sales..., page 52
3.Expand your risk factor on page 52 to disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rule 461 regarding requests for acceleration. Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology