Grindr major holder ends $18 go-private plan, keeps 51.3% stake

Rhea-AI Filing Summary

Grindr Inc. (GRND) received notice that major shareholder G. Raymond Zage and his affiliates have withdrawn their previously announced proposal to take the company private at $18.00 per share. A special board committee ended discussions over concerns about financing certainty, despite what the proposing shareholders describe as strong lender interest and ongoing work on a committed debt facility.

The filing reiterates that entities controlled by Mr. Zage beneficially own large stakes in Grindr, including 94,720,123 shares (51.3% of common stock) held by him and 85,926,333 shares (46.5%) held by Tiga Investments affiliates, based on 184,734,121 shares outstanding. In place of a take-private deal, Mr. Zage states an intention to continue buying shares in the market, subject to company trading policies, and to advocate for a materially larger share repurchase program and potential future dividends, while remaining engaged with management on growth initiatives.

Insights

Equity ownership and corporate actions analyst

Withdrawal of the $18 take-private bid removes a clear premium exit, but controlling holder signals long-term support.

The amendment shows that G. Raymond Zage and affiliates have ended their proposal to acquire Grindr for $18.00 per share. The special committee cited uncertainty around financing, even though the proposing shareholders reference multiple expressions of interest across senior debt, hybrid securities and equity. Loss of a concrete cash offer at a stated price is a material change for shareholders who previously had a defined takeout scenario.

The filing confirms significant ownership: Mr. Zage beneficially owns 94,720,123 shares, or 51.3%, while Tiga Investments entities each hold 85,926,333 shares, or 46.5%, based on 184,734,121 shares outstanding as reported for the Issuer as of a recent Form 10-Q. Instead of pursuing privatization, Mr. Zage plans to buy additional shares in the market, subject to trading policies, and to urge a materially larger share repurchase program and potentially dividends. Actual impact will depend on future board decisions regarding capital returns.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

Grindr Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

39854F119

(CUSIP Number)

G. Raymond Zage, III
Ocean Financial Centre, Level 40, 10 Collyer Quay
Singapore, U0, 049315
65 6808 6288

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

11/26/2025

(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 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).

SCHEDULE 13D

CUSIP No. 39854F119

1

Name of reporting person

Tiga Investments Eighty-Eight Pte Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 85,926,333.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 85,926,333.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

85,926,333.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The percentage used herein is calculated based on 184,734,121 shares of the Common Stock of the Issuer reported on the Issuer's Form 10-Q filed on November 6, 2025.

SCHEDULE 13D

CUSIP No. 39854F119

1

Name of reporting person

Tiga Investments Pte. Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 85,926,333.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 85,926,333.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

85,926,333.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The percentage used herein is calculated based on 184,734,121 shares of the Common Stock of the Issuer reported on the Issuer's Form 10-Q filed on November 6, 2025.

SCHEDULE 13D

CUSIP No. 39854F119

1

Name of reporting person

Big Timber Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,060,507.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,060,507.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,060,507.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The percentage used herein is calculated based on 184,734,121 shares of the Common Stock of the Issuer reported on the Issuer's Form 10-Q filed on November 6, 2025.

SCHEDULE 13D

CUSIP No. 39854F119

1

Name of reporting person

Zage George Raymond III

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 94,720,123.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 94,720,123.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

94,720,123.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

51.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentage used herein is calculated based on 184,734,121 shares of the Common Stock of the Issuer reported on the Issuer's Form 10-Q filed on November 6, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Grindr Inc.
(c)	Address of Issuer's Principal Executive Offices: 750 N. San Vicente Boulevard, STE RE1400, West Hollywood, CALIFORNIA , 90069.
Item 1 Comment: This Amendment No. 8 (this "Amendment) 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 4.	Purpose of Transaction
	Item 4 of this Schedule 13D is hereby amended and supplemented by adding the following text: On November 26, 2025, Mr. Zage and Mr. Lu (the "Proposing Shareholders") responded to the special committee of the Issuer's board of directors' (the "Special Committee") decision to cease engagement with the Proposing Shareholder's regarding the Proposal. The Special Committee indicated that this determination was made due to uncertainty around the financing for the Proposal. Over the past several weeks, there was regular engagement and negotiation around the signing of a confidentiality agreement to allow the Proposing Shareholders team of financial advisors to conduct confirmatory due diligence in order to finalize a committed debt facility for the going private transaction. The Proposing Shareholders secured significant expressions of interest, in multiple cases unsolicited, to participate in acquisition financing, including multiple highly confident letters as well as contributions in the form of senior debt, hybrid securities and equity. The Proposing Shareholders also indicated to the Special Committee a willingness for the acquisition to be subject to obtaining the approval of a majority of the disinterested shareholders in this take-private transaction. The Proposing Shareholders also are aware of the following considerations: 1) The Issuer recently reported outstanding performance in its most recent third quarter financial results, as noted by the Special Committee, and that they feel, as the Proposing Shareholders do, very confident in the Issuer's ability to create significant value for shareholders. 2) Research has recently been published after the third quarter earnings from a number of investment banks who have price targets for the Issuer that are significantly higher than the proposed $18.00 per share acquisition price. 3) The Issuer's board of directors has approved and the Issuer has completed a considerable volume of share repurchases during the course of 2025 at prices in excess of the proposed $18.00 per share acquisition price. 4) The senior management of the Issuer has a preference for the Issuer to remain a public Issuer. 5) The Issuer currently has one of the lowest ratios of net debt to EBITDA in the Proposing Shareholders' history of ownership, with significant free cash flow growth. These facts, coupled with the Issuer's history of deleveraging multiple times is what generated the significant financing interest for the Proposal-but it is also possible for the Issuer to utilize its balance sheet and cash flow strength to undertake a large and incremental repurchase of Issuer shares while remaining a public company. As a result of these considerations, and the feedback from the Special Committee and their termination of engagement on the Proposal, the Proposing Shareholders are withdrawing the Proposal. The Proposing Shareholders have informed the Special Committee by letter that they have determined not to proceed with the Proposal, they are terminating any further discussions with the Special Committee and the Issuer regarding the Proposal and that the Proposal is withdrawn with immediate effect. Mr. Zage's intention, in lieu of a bid to privatize the Issuer, is to continue to purchase additional shares of the Issuer in the market. This will be subject to the Issuer's existing trading policies and approvals, and subject to trading windows. Mr. Zage will also strongly recommend to the Issuer's management and board of directors to take all necessary steps to materially increase the size of the Issuer's share repurchase plans and more broadly its commitment to providing returns for shareholders, which at some point may also include dividends. The Proposing Shareholders will also look to engage constructively with management on the ongoing growth and development of the Global Gayborhood in your Pocket, including the already announced initiatives such as tele-medicine, but also in additional vertical opportunities that might be considered in the future including travel, media, AI, cryptocurrency and more. The Issuer has a unique and important role for its customers and the community it serves-the Proposing Shareholders look forward to many years of continued growth and strong financial performance.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of this 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. Tiga 88, Tiga Investments, Big Timber and Mr. Zage beneficially own an aggregate of 85,926,333, 85,926,333, 1,060,507, and 94,720,123 shares of the Issuer's Common Stock, respectively, which represents approximately 46.5%, 46.5%, 0.6% and 51.3% of the Issuer's issued and outstanding Common Stock, respectively, consisting of 184,734,121 shares of the Common Stock of the Issuer reported on the Issuer's Form 10-Q filed on November 6, 2025. 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.
(c)	Item 5(c) of this Schedule 13D is hereby amended and restated as follows: Reporting Person Mr. Zage, as sole equityholder in Tiga Investments, which is the sole equityholder in Tiga 88, and the Manager and sole member of Big Timber, has sole power to vote or direct the vote of 94,720,123 shares and sole power to dispose or direct the disposition of 94,720,123 shares of the Issuer's Common Stock, subject to the information incorporated by reference into this Item 5.

SIGNATURE

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.

Tiga Investments Eighty-Eight Pte Ltd

Signature:	/s/ G. Raymond Zage, III
Name/Title:	Director
Date:	11/26/2025

Tiga Investments Pte. Ltd.

Signature:	/s/ G. Raymond Zage, III
Name/Title:	Director
Date:	11/26/2025

Big Timber Holdings, LLC

Signature:	/s/ G. Raymond Zage, III
Name/Title:	Member
Date:	11/26/2025

Zage George Raymond III

Signature:	/s/ G. Raymond Zage, III
Name/Title:	Zage George Raymond III
Date:	11/26/2025

FAQ

What did Grindr (GRND) disclose about the proposed $18.00 per share take-private deal?

The filing states that the proposing shareholders, led by G. Raymond Zage, have withdrawn their proposal to acquire all Grindr shares for $18.00 per share. A special committee of the board ended discussions due to uncertainty around the proposal’s financing, and the shareholders responded by terminating further talks and formally withdrawing the offer.

How much of Grindr’s stock does G. Raymond Zage currently beneficially own?

The filing reports that G. Raymond Zage beneficially owns 94,720,123 shares of Grindr’s common stock, representing about 51.3% of the company’s issued and outstanding common stock, based on 184,734,121 shares outstanding reported in a recent Form 10-Q.

What ownership stakes do the Tiga Investments entities report in Grindr (GRND)?

Tiga Investments Eighty-Eight Pte Ltd and Tiga Investments Pte. Ltd. each report beneficial ownership of 85,926,333 shares of Grindr common stock, representing approximately 46.5% of the outstanding shares, using the same 184,734,121-share base disclosed by the issuer.

Why did the special committee stop engaging on the Grindr take-private proposal?

The special committee of Grindr’s board decided to cease engagement with the proposing shareholders because of uncertainty around the financing for the take-private transaction. This was communicated after a period of negotiations over a confidentiality agreement intended to support confirmatory due diligence and finalization of a committed debt facility.

What does the major shareholder plan to do after withdrawing the take-private bid for Grindr?

After withdrawing the take-private proposal, Mr. Zage indicates his intention to continue purchasing Grindr shares in the market, subject to company trading policies and windows. He also plans to strongly recommend that Grindr’s management and board materially increase the company’s share repurchase plans and consider future dividends, while working with management on growth initiatives across areas such as tele-medicine, travel, media, AI and cryptocurrency.

How is the reported ownership percentage in Grindr (GRND) calculated in the filing?

The percentages for each reporting person are calculated using a base of 184,734,121 shares of Grindr common stock, which the filing notes were reported as outstanding in the company’s Form 10-Q filed on November 6, 2025. For example, 94,720,123 shares correspond to approximately 51.3% of that total.