Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 09, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 001-39714 | |
Entity Registrant Name | Grindr Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 92-1079067 | |
Entity Address, Address Line One | PO Box 69176 | |
Entity Address, Address Line Two | 750 N. San Vicente Blvd. | |
Entity Address, Address Line Three | Suite RE 1400 | |
Entity Address, City or Town | West Hollywood | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90069 | |
City Area Code | 310 | |
Local Phone Number | 776-6680 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 175,675,901 | |
Central Index Key | 0001820144 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | GRND | |
Security Exchange Name | NYSE | |
Public and Private Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | GRND.WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 21,548 | $ 27,606 |
Accounts receivable, net of allowance of $470 and $757, at March 31, 2024, and December 31, 2023, respectively | 35,733 | 33,906 |
Prepaid expenses | 6,791 | 4,190 |
Deferred charges | 3,578 | 3,635 |
Other current assets | 765 | 2,413 |
Total current assets | 68,415 | 71,750 |
Restricted cash | 605 | 1,392 |
Property and equipment, net | 1,575 | 1,576 |
Capitalized software development costs, net | 8,132 | 7,433 |
Intangible assets, net | 79,217 | 82,332 |
Goodwill | 275,703 | 275,703 |
Right-of-use assets | 3,046 | 3,362 |
Other assets | 1,052 | 1,047 |
Total assets | 437,745 | 444,595 |
Current Liabilities | ||
Accounts payable | 3,466 | 3,526 |
Accrued expenses and other current liabilities | 25,493 | 22,934 |
Current maturities of long-term debt, net | 15,000 | 15,000 |
Deferred revenue | 19,070 | 19,181 |
Total current liabilities | 63,029 | 60,641 |
Long-term debt, net | 300,049 | 325,600 |
Warrant liability | 86,302 | 67,622 |
Lease liability | 1,856 | 2,241 |
Deferred tax liability | 4,558 | 4,665 |
Other non-current liabilities | 3,968 | 2,118 |
Total liabilities | 459,762 | 462,887 |
Commitments and Contingencies (Note 14) | ||
Stockholders’ Deficit | ||
Preferred stock, par value $0.0001; $100,000,000 shares authorized; none issued and outstanding at March 31, 2024, and December 31, 2023, respectively | 0 | 0 |
Common stock, par value $0.0001; $1,000,000,000 shares authorized; $175,905,799 and $175,377,711 shares issued at March 31, 2024, and December 31, 2023, respectively; $175,391,283 and $175,020,471 outstanding at March 31, 2024, and December 31, 2023, respectively | 18 | 18 |
Treasury stock | (3,648) | (2,154) |
Additional paid-in capital | 51,830 | 44,655 |
Accumulated deficit | (70,217) | (60,811) |
Total stockholders’ deficit | (22,017) | (18,292) |
Total liabilities and stockholders’ deficit | $ 437,745 | $ 444,595 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 470 | $ 757 |
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 175,905,799 | 175,377,711 |
Common stock, shares outstanding (in shares) | 175,391,283 | 175,020,471 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 75,345 | $ 55,809 |
Operating costs and expenses | ||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 19,620 | 14,815 |
Selling, general and administrative expense | 26,609 | 18,945 |
Product development expense | 5,741 | 5,506 |
Depreciation and amortization | 4,119 | 7,952 |
Total operating expenses | 56,089 | 47,218 |
Income from operations | 19,256 | 8,591 |
Other income (expense) | ||
Interest expense, net | (7,185) | (10,793) |
Other (expense) income, net | (117) | 123 |
Loss in fair value of warrant liability | (18,680) | (15,317) |
Total other expense, net | (25,982) | (25,987) |
Net loss before income tax | (6,726) | (17,396) |
Income tax provision | 2,680 | 15,503 |
Net loss | (9,406) | (32,899) |
Comprehensive loss | $ (9,406) | $ (32,899) |
Net loss per share | ||
Basic (in USD per share) | $ (0.05) | $ (0.19) |
Diluted (in USD per share) | $ (0.05) | $ (0.19) |
Weighted-average shares outstanding: | ||
Basic (in shares) | 175,516,307 | 173,599,925 |
Diluted (in shares) | 175,516,307 | 173,599,925 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Treasury Stock | Additional paid-in capital | Accumulated deficit |
Preferred stock, beginning balance (in shares) at Dec. 31, 2022 | 0 | |||||
Beginning balance at Dec. 31, 2022 | $ 4,052 | $ 0 | $ 17 | $ 0 | $ 9,078 | $ (5,043) |
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 173,524,360 | |||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (32,899) | (32,899) | ||||
Comprehensive loss | (32,899) | (32,899) | ||||
Interest on the promissory note to a member | (282) | (282) | ||||
Repayment of promissory note to a member | 18,833 | 18,833 | ||||
Payment of interest on promissory note to a member | 520 | 520 | ||||
Stock-based compensation | 3,126 | 3,126 | ||||
Vested restricted stock units (in shares) | 21,875 | |||||
Exercise of stock options (in shares) | 296,477 | |||||
Exercise of stock options | 1,010 | 1,010 | ||||
Preferred stock, ending balance (in shares) at Mar. 31, 2023 | 0 | |||||
Ending balance at Mar. 31, 2023 | $ (5,640) | $ 0 | $ 17 | $ 0 | 32,285 | (37,942) |
Common stock, ending balance (in shares) at Mar. 31, 2023 | 173,842,712 | |||||
Treasury stock, ending balance (in shares) at Mar. 31, 2023 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock, par value (in USD per share) | $ 0.0001 | |||||
Preferred stock, par value (in USD per share) | $ 0.0001 | |||||
Common stock, par value (in USD per share) | $ 0.0001 | |||||
Preferred stock, par value (in USD per share) | $ 0.0001 | |||||
Preferred stock, beginning balance (in shares) at Dec. 31, 2023 | 0 | 0 | ||||
Beginning balance at Dec. 31, 2023 | $ (18,292) | $ 0 | $ 18 | $ (2,154) | 44,655 | (60,811) |
Common stock, beginning balance (in shares) at Dec. 31, 2023 | 175,020,471 | 175,377,711 | ||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2023 | 357,240 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ (9,406) | (9,406) | ||||
Comprehensive loss | (9,406) | (9,406) | ||||
Stock-based compensation | $ 6,259 | 6,259 | ||||
Vested restricted stock units (in shares) | 363,793 | |||||
Exercise of stock options (in shares) | 164,295 | 164,295 | ||||
Exercise of stock options | $ 916 | 916 | ||||
Repurchase of common stock for net settlement of equity awards (in shares) | 157,276 | |||||
Repurchase of common stock for net settlement of equity awards | $ (1,494) | $ (1,494) | ||||
Preferred stock, ending balance (in shares) at Mar. 31, 2024 | 0 | 0 | ||||
Ending balance at Mar. 31, 2024 | $ (22,017) | $ 0 | $ 18 | $ (3,648) | $ 51,830 | $ (70,217) |
Common stock, ending balance (in shares) at Mar. 31, 2024 | 175,391,283 | 175,905,799 | ||||
Treasury stock, ending balance (in shares) at Mar. 31, 2024 | 514,516 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities | ||
Net loss and comprehensive loss | $ (9,406) | $ (32,899) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Stock-based compensation | 7,869 | 3,341 |
Loss in fair value of warrant liability | 18,680 | 15,317 |
Amortization of debt discount and issuance costs | 231 | 512 |
Interest income on promissory note from member | 0 | (282) |
Depreciation and amortization | 4,119 | 7,952 |
Provision for expected credit losses | (287) | 206 |
Deferred income taxes | (107) | (2,274) |
Non-cash lease expense | 316 | 280 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,540) | (6,319) |
Prepaid expenses and deferred charges | (2,544) | (169) |
Other current assets | 1,648 | 206 |
Other assets | (37) | (29) |
Accounts payable | (398) | 1,790 |
Accrued expenses and other current liabilities | 2,390 | 21,954 |
Deferred revenue | (111) | (754) |
Lease liability | (385) | (331) |
Other liabilities | 11 | 0 |
Net cash provided by operating activities | 20,449 | 8,501 |
Investing activities | ||
Purchase of property and equipment | (195) | (32) |
Additions to capitalized software | (953) | (1,461) |
Net cash used in investing activities | (1,148) | (1,493) |
Financing activities | ||
Proceeds from the exercise of stock options | 916 | 1,010 |
Principal payments on debt | (25,750) | (1,063) |
Withholding taxes paid on stock-based compensation | (1,312) | 0 |
Transaction costs paid in connection with the Business Combination | 0 | (1,196) |
Proceeds from the repayment of promissory note to a member including interest | 0 | 19,353 |
Net cash (used in) provided by financing activities | (26,146) | 18,104 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (6,845) | 25,112 |
Cash, cash equivalents and restricted cash, beginning of the period | 28,998 | 10,117 |
Cash, cash equivalents and restricted cash, end of the period | 22,153 | 35,229 |
Reconciliation of cash, cash equivalents and restricted cash | ||
Cash and cash equivalents | 21,548 | 33,837 |
Restricted cash | 605 | 1,392 |
Cash, cash equivalents and restricted cash | 22,153 | 35,229 |
Supplemental disclosure of cash flow information: | ||
Cash interest paid | 2,672 | 5,172 |
Income taxes paid | 4 | 725 |
Supplemental disclosure of non-cash investing activities: | ||
Capitalized software development costs accrued but not paid | 522 | 0 |
Supplemental disclosure of non-cash financing activities: | ||
Repurchase of common stock for net settlement of equity awards | $ 182 | $ 0 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Grindr Inc. (the “Company” or “Grindr”) is headquartered in West Hollywood, California, and has additional offices in the San Francisco Bay Area, Chicago, and New York City. The Company operates the Grindr platform, a global social network platform serving and addressing the needs of the gay, bisexual, transgender, and queer community. The Grindr platform is available as an app through Apple’s App Store and Google Play, as well as on the web. The Company offers both a free, ad-supported service and a premium subscription version. Grindr was originally incorporated in the Cayman Islands on July 27, 2020, under the name Tiga Acquisition Corp. (“Tiga”), a special-purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or engaging in any other similar business combination with one or more businesses or entities. On May 9, 2022, Grindr Group LLC (“Grindr Group”) and its subsidiaries (Grindr Group together with its subsidiaries, “Legacy Grindr”) entered into an Agreement and Plan of Merger (as amended on October 5, 2022, the “Merger Agreement”) with Tiga, in which Grindr Group became a wholly owned subsidiary of Tiga (the “Business Combination”). On November 17, 2022, Tiga was redomiciled to the United States. Upon the closing of the Business Combination on November 18, 2022 (the “Closing”), Tiga was renamed to “Grindr Inc.” |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The Business Combination was accounted for as a reverse recapitalization under the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, Tiga was treated as the acquired company for financial reporting purposes. This determination was primarily based on (i) the Legacy Grindr unitholders having a relative majority of the voting power of Grindr, (ii) Legacy Grindr unitholders having the ability to nominate the majority of the members of the board of directors of the Company (the “Board”), and (iii) Legacy Grindr senior management comprising the senior management roles of Grindr and being responsible for the Company’s day-to-day operations and strategy. Accordingly, for accounting purposes, the financial statements of Grindr represent a continuation of the financial statements of Legacy Grindr with the Business Combination being treated as the equivalent of Legacy Grindr issuing shares for the net assets of Tiga, accompanied by a recapitalization. The net assets of Tiga were recognized as of the Closing at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Legacy Grindr and the accumulated deficit of Legacy Grindr has been carried forward after Closing. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2023. The unaudited condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries after elimination of intercompany transactions and balances. The operating results for the three months ended March 31, 2024, are not necessarily indicative of the results expected for the full year ending December 31, 2024. Accounting Estimates Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its condensed consolidated financial statements in accordance with U.S. GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the useful lives and recoverability of property and equipment and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for credit losses; the fair value of common stock warrant liabilities; valuation allowance for deferred tax assets; effective income tax rate; unrecognized tax benefits; legal contingencies; the incremental borrowing rate for the Company's leases; and the valuation of stock-based compensation, among others. Segment Information The Company operates as one segment. The Company’s operating segments are identified according to how the performance of its business is managed and evaluated by its chief operating decision maker (“CODM”), the Company’s Chief Executive Officer (“CEO”). Substantially all of the Company’s long-lived assets are attributed to operations in the U.S. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable: Level 1 - Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. Level 2 - Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. Level 3 - Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. Recurring Fair Value Measurements The following methods and assumptions were used to estimate the fair value of each class of financial assets and liabilities for which it is practicable to estimate fair value: • Money market funds and U.S. treasury bonds — The carrying amount of money market funds and U.S. treasury bonds approximates fair value and is classified within Level 1 because the fair value is determined through quoted market prices. • Warrant liability — Public Warrants (as defined in Note 8) are classified within Level 1 as these securities are traded on an active public market. Private Warrants (as defined in Note 8) are classified within Level 2. For the periods presented, the Company utilized the value of the Public Warrants as an approximation of the value of the Private Warrants as they are substantially similar to the Public Warrants, but not directly traded or quoted on an active market. The Company’s remaining financial instruments that are measured at fair value on a recurring basis consist primarily of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, and other current liabilities. The Company believes their carrying values are representative of their fair values due to their short-term maturities. The fair values of the Company’s credit agreement balances as disclosed in Note 6 were measured based on prices quoted from a third-party financial institution. Nonrecurring Fair Value Measurements Assets acquired and liabilities assumed in business combinations are initially measured at fair value on the acquisition date on a nonrecurring basis using Level 3 inputs. The Company is required to measure certain assets at fair value on a nonrecurring basis after initial recognition. These include goodwill, intangible assets, and long-lived assets, which are measured at fair value on a nonrecurring basis as a result of impairment reviews. Impairment is assessed annually in the fourth quarter or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or assets below the carrying value. The fair value of the reporting unit or asset group is determined primarily using cost and market approaches (Level 3). Revenue Recognition Revenue is recognized when or as a customer obtains control of promised services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to in exchange for these services. The Company derives substantially all of its revenue from direct revenue and indirect revenue, each, as described below. As permitted under the practical expedient available under Accounting Standards Update (“ASU”) 2014-09, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue for the amount at which the Company has the right to invoice for services performed. Direct Revenue Direct revenue consists of subscription revenue. Subscription revenue is generated through the sale of subscriptions that are currently offered or renewed in one-week, one-month, three-month, six-month, and twelve-month lengths. Subscription revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Direct revenue also consists of premium add-on revenue generated through the sale of an add-on feature on a pay-per-use, or a-la-carte, basis. Premium features are activated upon purchase and are available for a short duration, generally, within one day. Revenue from premium add-ons is recognized upon purchase of the premium add-on. Direct revenue is recorded net of taxes, credits, and chargebacks. Customers pay in advance, primarily through mobile app stores, and, subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable. Indirect Revenue Indirect revenue consists of advertising revenue and other non-direct revenue. The Company has contractual relationships with advertising service providers and also directly with advertisers to display advertisements on the Grindr platform. For all advertising arrangements, the Company’s performance obligation is to provide the inventory for advertisements to be displayed on the Grindr platform. For contracts made directly with advertisers, the Company is also obligated to serve the advertisements on the Grindr platform. Providing the advertising inventory and serving the advertisement is considered a single performance obligation, as the advertiser cannot benefit from the advertising space without its advertisements being displayed. The pricing and terms for all advertising arrangements are governed by either a master contract or insertion order. The transaction price in advertising arrangements is generally the product of the number of advertising units delivered (e.g., impressions, offers completed, videos viewed, etc.) and the contractually agreed upon price per advertising unit. Further, for advertising transactions with advertising service providers, the contractually agreed upon price per advertising unit is generally based on the Company’s revenue share or fixed revenue rate as stated in the contract. The number of advertising units delivered is determined at the end of each month, which resolves any uncertainty in the transaction price during the reporting period. Accounts Receivable, net of allowance for credit losses The majority of app users access the Company’s services through mobile app stores. The Company evaluates the credit worthiness of these two mobile app stores on an ongoing basis and does not require collateral from these entities. Accounts receivable also include amounts billed and currently due from advertising customers. The Company maintains an allowance for credit losses to provide for the estimated amount of accounts receivable that will not be collected. The allowance for credit losses is based upon historical collection trends adjusted for economic conditions using reasonable and supportable forecasts. The accounts receivable balances, net of allowances, were $35,733 and $33,906 as of March 31, 2024, and December 31, 2023, respectively. The opening balance of accounts receivable, net of allowances, was $22,435 as of January 1, 2023. Contract Liabilities Deferred revenue consists of advance payments that are received in advance of the Company’s performance. The Company classifies subscription deferred revenue as current and recognizes revenue straight-line over the terms of the applicable subscription period or expected completion of the performance obligation which range from one week to twelve months. The deferred revenue balances were $19,070 and $19,181 as of March 31, 2024, and December 31, 2023, respectively. The opening balance of deferred revenue was $18,586 as of January 1, 2023. For the three months ended March 31, 2024 , the Company recognized $13,184 of r evenue that was included in the deferred revenue balance as of December 31, 2023 . For the three months ended March 31, 2023 , the Company recognized $13,303 of revenue that was included in the deferred revenue balance as of December 31, 2022. Disaggregation of Revenue The following tables summarize revenue from contracts with customers for the three months ended March 31, 2024, and 2023: Three Months Ended 2024 2023 Direct revenue $ 64,378 $ 48,126 Indirect revenue 10,967 7,683 $ 75,345 $ 55,809 Three Months Ended 2024 2023 North America (1) $ 45,503 $ 34,805 Europe 18,107 12,610 Rest of the world 11,735 8,394 $ 75,345 $ 55,809 (1) North America includes revenue generated from the U.S. and Canada. During the three months ended March 31, 2024, and 2023, revenue generated from the U.S., the Company's country of domicile, amounted to $43,387 and $33,236, respectively. Accounting Pronouncements As an “emerging growth company,” the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) allows the Company to delay adoption of new or revised pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. Accounting Pronouncements Not Yet Adopted In June 2022, the Financial Accounting Standards Board ( “FASB”) issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which applies to all equity securities measured at fair value that are subject to contractual sale restrictions. This change prohibits entities from taking into account contractual restrictions on the sale of equity securities when estimating fair value and introduces required disclosures for such transactions. The standard will become effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company will assess any impact from the adoption of this guidance if such transactions occur in the future. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public business entities that disclose information on their reportable segments to provide additional information on their significant expense categories and “other segment items,” which represent the difference between segment revenue less significant segment expense and a segment’s measure of profit or loss. A description of “other segment items” is also required. Further, certain segment related disclosures that were limited to annual disclosure are now required at interim periods. Finally, public business entities are required to disclose the title and position of their CODM and explain how the CODM uses the reported measures of profit or loss to assess segment performance. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company does not expect ASU 2023-07 to have a material impact on the financial statement and related disclosures. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the disclosure requirements related to the new standard. |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets Other current assets consist of the following: March 31, December 31, Income tax receivable $ — $ 1,537 Cloud computing arrangements implementation costs 152 172 Other current assets 613 704 $ 765 $ 2,413 |
Promissory Note from a Member
Promissory Note from a Member | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Promissory Note from a Member | Promissory Note from a Member On April 27, 2021, Catapult GP II LLC (“Catapult GP II”), a related party wherein certain members of Catapult GP II were executives of the Company, purchased 5,387,194 common units of Legacy Grindr which were converted to 7,385,233 shares of common stock of the Company upon the Closing. In conjunction with the common units purchased, the Company entered into a full recourse promissory note with Catapult GP II with a face value of $30,000 (the “Note”). The Note, including all unpaid interest, was to be repaid the earlier of (1) the ten The Note, including interest, was fully paid in the first quarter of 2023. The Note and the related accrued interest were reflected as a reduction to equity in the condensed consolidated statements of stockholders’ deficit. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: March 31, December 31, Litigation-related funds received from escrow (see Note 14) $ 5,929 $ 5,929 Accrued interest payable 4,643 174 Accrued professional service fees 2,824 3,252 Employee compensation and benefits 2,785 7,285 Income and other taxes payable 2,722 1,389 Accrued legal expense 2,141 1,608 Accrued infrastructure expense 1,570 900 Lease liability, short-term 1,471 1,405 Liability-classified awards - KPI awards (see Note 9) 91 288 Other accrued expenses 1,317 704 $ 25,493 $ 22,934 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt Total debt for the Company is comprised of the following: March 31, December 31, Senior Term Loan Facility $ 296,250 $ 300,000 Senior Revolving Facility 22,400 44,400 318,650 344,400 Less: unamortized debt issuance costs (3,601) (3,800) Total debt 315,049 340,600 Less: current maturities of long-term debt (15,000) (15,000) Long-term debt $ 300,049 $ 325,600 2023 Credit Agreement On November 28, 2023, a wholly owned subsidiary of the Company, Grindr Capital LLC (“Grindr Capital”), as borrower, entered into a credit agreement (the “2023 Credit Agreement”) with the Company and certain other wholly owned subsidiaries of the Company, as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto. The 2023 Credit Agreement provides for (i) a $300,000 senior secured term loan facility (“Senior Term Loan Facility”), and (ii) $50,000 senior secured revolving credit facility (“Senior Revolving Facility,” and together with the Senior Term Loan Facility, the “2023 Credit Facilities”) (with a $15,000 letter of credit sublimit and a $10,000 swingline loan sublimit). Grindr Capital has the option to request that lenders increase the amount available under the Senior Revolving Facility by, or obtain incremental term loans of, up to $100,000, subject to the terms of the 2023 Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments. On November 28, 2023, Grindr Capital borrowed the full amount of the Senior Term Loan Facility and $44,400 under the Senior Revolving Facility. Proceeds from the initial drawings under the 2023 Credit Facilities and cash on hand were used to repay in full outstanding obligations under the Company's previous credit agreement and to pay fees, premiums, costs, and expenses, including fees payable in connection with the 2023 Credit Agreement. Unused commitments under the 2023 Credit Agreement as of March 31, 2024, amounted to $27,600. As of March 31, 2024, and December 31, 2023, there were no swingline loans or letter of credit outstanding under the 2023 Credit Agreement. Borrowings under the 2023 Credit Agreement (other than swingline loans) bear interest at a rate equal to either, at Grindr Capital’s option, (i) the highest of the Prime Rate (as defined in the 2023 Credit Agreement), the Federal Funds Rate (as defined in the 2023 Credit Agreement) plus 0.50%, or one-month Term SOFR (as defined in the 2023 Credit Agreement) plus 1.00% (the “Alternate Base Rate”); or (ii) Term SOFR; in each case plus an applicable margin ranging from 2.75% to 3.25% with respect to Term SOFR borrowings and 1.75% to 2.25% with respect to Alternate Base Rate borrowings. The interest rate in effect for 2023 Credit Agreement, other than swingline loans, as of March 31, 2024, and December 31, 2023 is 8.4% and 8.5%, respectively. Swingline loans under the 2023 Credit Agreement bear interest at the Alternate Base Rate plus the applicable margin. The applicable margin will be based upon the total net leverage ratio (as defined in the 2023 Credit Agreement) of the Company. Grindr Capital will also be required to pay a commitment fee for the unused portion of the Senior Revolving Facility, which will range from 0.375% to 0.50% per annum, depending on the total net leverage ratio of the Company. For the three months ended March 31, 2024, the Company’s commitment fee was not significant. The Senior Term Loan Facility will amortize on a quarterly basis at 1.25% of the aggregate principal amount outstanding as of the initial closing date of the 2023 Credit Agreement, until the final maturity date on November 28, 2028. Any borrowing under the Senior Revolving Facility may be repaid, in whole or in part, at any time and from time to time, subject to prior notice and accompanied by accrued interest and break funding payments, and any amounts repaid may be reborrowed, in each case, until the maturity date on November 28, 2028. Mandatory prepayments are required under the Senior Revolving Facility when borrowings and letter of credit usage exceed the aggregate revolving commitments of all lenders. Mandatory prepayments are also required in connection with (i) certain asset dispositions and casualty events, in each case, to the extent the proceeds of such dispositions or casualty events exceed certain individual and aggregate thresholds and are not reinvested, and (ii) unpermitted debt transactions. For the three months ended March 31, 2024, the Company was not required to make any mandatory prepayments. The 2023 Credit Agreement contains certain customary events of default, and if an event of default has occurred and continues beyond any applicable cure period, all outstanding obligations under the 2023 Credit Agreement may be accelerated or the commitments may be terminated, amongst other remedies. Additionally, the lenders are not obligated to fund any new borrowing under the 2023 Credit Agreement while an event of default is continuing. For the three months ended March 31, 2024, the Company did not incur debt issuance costs in conjunction with the 2023 Credit Agreement. The amortization of such debt issuance costs is included in “Interest expense, net” on the condensed consolidated statements of operations and comprehensive loss. Covenants The 2023 Credit Agreement includes financial covenants, including the requirement for the Company to maintain (i) a total net leverage ratio no greater than a specified level, currently 4.00:1.00 prior to and through December 31, 2024, no greater than 3.50:1.00 prior to and through December 31, 2025 and no greater than 3.00:1.00 thereafter; and (ii) a fixed charge coverage ratio no less than 1.15:1.00 from March 31, 2024 and thereafter. The 2023 Credit Agreement also contains certain customary restrictive covenants regarding indebtedness, liens, fundamental changes, investments, restricted payments, disposition of assets, transactions with affiliates, hedging transactions, certain prepayments of indebtedness, amendments to organizational documents and sale and leaseback transactions. At March 31, 2024 and December 31, 2023, the Company was in compliance with the financial covenants under the 2023 Credit Agreement. Fair value The fair values of the Company’s 2023 Credit Agreement balances were measured based on prices quoted from a third-party financial institution, which the Company classifies as a Level 2 input within the fair value hierarchy. The estimated fair value of the 2023 Credit Agreement balances as of March 31, 2024 and December 31, 2023 were $317,057 and $342,678, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | Leases Company as a lessee The Company has one operating lease for office space. The lease has an original lease period expiring in 2026 with an option to renew. Renewal options are not recognized as part of the right-of-use assets and lease liabilities as it was not reasonably certain at the lease commencement date that the Company would exercise this option to extend the lease. The Company elected certain practical expedients under ASC Topic 842, Leases, which allows for the combination of lease and non-lease components of lease payments in determining right-of-use assets and related lease liabilities. The Company also elected the short-term lease exception. Leases with an initial term of twelve months or less that do not include an option to purchase the underlying asset are not recorded on the condensed consolidated balance sheets and are expensed on a straight-line basis over the lease term. Components of lease cost included in “Selling, general and administrative expenses” on the condensed consolidated statements of operations and comprehensive loss are as follows: Three Months Ended 2024 2023 Operating lease cost $ 413 $ 413 Short-term lease cost 305 — Sublease income (256) (189) Total lease cost $ 462 $ 224 Supplemental cash flow information related to the lease is as follows: Three Months Ended 2024 2023 Cash paid for amounts included in the measurement of lease liabilities $ 428 $ 416 Supplemental balance sheet information related to the lease as of March 31, 2024 and December 31, 2023 is as follows: March 31, December 31, Assets: Right-of-use assets $ 3,046 $ 3,362 Liabilities: Accrued expenses and other current liabilities 1,471 1,405 Lease liability, long-term portion 1,856 2,241 Total operating lease liabilities $ 3,327 $ 3,646 Weighted average remaining operating lease term (years) 2.1 2.3 Weighted average operating lease discount rate 11.41% 11.41% The Company’s lease does not provide a readily determinable implicit discount rate. The Company estimates its incremental borrowing rate as the discount rate based on the information available at lease commencement. Future maturities of lease liabilities as of March 31, 2024, are as follows: Remainder of 2024 $ 1,318 2025 1,799 2026 605 Thereafter — Total lease payments $ 3,722 Less: imputed interest (395) Total lease liabilities $ 3,327 There were no leases with residual value guarantees or executed leases that had not yet commenced as of March 31, 2024. Company as a lessor The Company is a sublessor on two operating leases that expire in May 2024 and April 2026. Future non-cancelable rent payments from the Company's sublease tenants as of March 31, 2024 were as follows: Remainder of 2024 $ 560 2025 729 2026 249 Thereafter — $ 1,538 |
Leases | Leases Company as a lessee The Company has one operating lease for office space. The lease has an original lease period expiring in 2026 with an option to renew. Renewal options are not recognized as part of the right-of-use assets and lease liabilities as it was not reasonably certain at the lease commencement date that the Company would exercise this option to extend the lease. The Company elected certain practical expedients under ASC Topic 842, Leases, which allows for the combination of lease and non-lease components of lease payments in determining right-of-use assets and related lease liabilities. The Company also elected the short-term lease exception. Leases with an initial term of twelve months or less that do not include an option to purchase the underlying asset are not recorded on the condensed consolidated balance sheets and are expensed on a straight-line basis over the lease term. Components of lease cost included in “Selling, general and administrative expenses” on the condensed consolidated statements of operations and comprehensive loss are as follows: Three Months Ended 2024 2023 Operating lease cost $ 413 $ 413 Short-term lease cost 305 — Sublease income (256) (189) Total lease cost $ 462 $ 224 Supplemental cash flow information related to the lease is as follows: Three Months Ended 2024 2023 Cash paid for amounts included in the measurement of lease liabilities $ 428 $ 416 Supplemental balance sheet information related to the lease as of March 31, 2024 and December 31, 2023 is as follows: March 31, December 31, Assets: Right-of-use assets $ 3,046 $ 3,362 Liabilities: Accrued expenses and other current liabilities 1,471 1,405 Lease liability, long-term portion 1,856 2,241 Total operating lease liabilities $ 3,327 $ 3,646 Weighted average remaining operating lease term (years) 2.1 2.3 Weighted average operating lease discount rate 11.41% 11.41% The Company’s lease does not provide a readily determinable implicit discount rate. The Company estimates its incremental borrowing rate as the discount rate based on the information available at lease commencement. Future maturities of lease liabilities as of March 31, 2024, are as follows: Remainder of 2024 $ 1,318 2025 1,799 2026 605 Thereafter — Total lease payments $ 3,722 Less: imputed interest (395) Total lease liabilities $ 3,327 There were no leases with residual value guarantees or executed leases that had not yet commenced as of March 31, 2024. Company as a lessor The Company is a sublessor on two operating leases that expire in May 2024 and April 2026. Future non-cancelable rent payments from the Company's sublease tenants as of March 31, 2024 were as follows: Remainder of 2024 $ 560 2025 729 2026 249 Thereafter — $ 1,538 |
Warrant Liabilities
Warrant Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Warrant Liabilities | Warrant Liabilities In connection with Tiga’s initial public offering, Tiga issued: (i) 18,560,000 private placement warrants (“Private Warrants”) to its sponsor, Tiga Sponsor LLC (the “Sponsor”); and (ii) sold 13,800,000 public warrants. In connection with the reverse recapitalization treatment of the Business Combination, the Company effectively issued 37,360,000 warrants to purchase shares of Grindr’s common stock, which included 13,800,000 public warrants, 18,560,000 Private Warrants, 2,500,000 redeemable warrants (“Forward Purchase Warrants”) issued pursuant to the Second Amended and Restated Forward Purchase Agreement, dated May 9, 2022, by and between Tiga and the Sponsor (“FPA”), and 2,500,000 redeemable warrants issued pursuant to a backstop commitment under the FPA (“Backstop Warrants”). The Forward Purchase Warrants and the Backstop Warrants have the same terms and are in the same form as the public warrants (as such, will collectively be referred to as the “Public Warrants”). The Public Warrants, which entitle the registered holder to purchase one share of the Company’s common stock, have an exercise price of $11.50, became exercisable 30 days after the completion of the Business Combination, and are set to expire five years from the completion of the Business Combination, or earlier upon redemption. Each Private Warrant entitles the registered holder to purchase one share of the Company’s common stock. The Private Warrants also have an exercise price of $11.50 and became exercisable 30 days after the completion of the Business Combination. The Private Warrants are set to expire five years from the completion of the Business Combination, or earlier upon redemption. The Private Warrants are identical to the Public Warrants underlying the shares sold in Tiga’s initial public offering, except that they are subject to certain transfer and sale restrictions and are not optionally redeemable when the Company’s common stock price is above $18.00 so long as they are held by the initial purchasers or their permitted transferees. Additionally, the Private Warrants are exercisable on a cashless basis. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As of March 31, 2024 and December 31, 2023, the Public Warrants and Private Warrants remained outstanding and unexercised. As of March 31, 2024 and December 31, 2023, the Public Warrant and Private Warrants were remeasured to fair value of $43,428 and $42,874, respectively. The change in fair value for the three months ended March 31, 2024 and 2023, was a loss of $18,680 and $15,317, respectively, recognized in the condensed consolidated statements of operations and comprehensive loss. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation Stock-based compensation expense is related to the grant of restricted units under the 2022 Equity Incentive Plan (“2022 Plan”) and the grant of unit options under the 2020 Equity Incentive Plan (“2020 Plan”). 2022 Plan Executive Incentive Awards – Market condition awards Certain restricted stock unit (“RSU”) awards granted by the Company are subject to market conditions. These market condition awards are issued upon the achievement (at varying levels) of certain market capitalization thresholds. The Company has an obligation to issue a variable number of shares based on a fixed dollar value divided by the volume weighted-average price per share of the Company’s common stock for a 90-day period preceding each market capitalization achievement date. These awards are liability-classified and require fair value remeasurement at the end of each reporting period. No market condition awards were granted, forfeited, or issued during the three months ended March 31, 2024. The Company used the Monte Carlo simulation model to value the liability-classified award. The key inputs into the Monte Carlo simulation as of March 31, 2024 and December 31, 2023 were as follows: March 31, December 31, 2023 Expected term (in years) 10.0 10.0 Expected stock price volatility (1) 65.0 % 65.0 % Risk-free interest rate (2) 4.1 % 3.8 % Expected dividend yield (3) — % — % (1) Expected volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to the expected term of the awards. (2) The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards. (3) The Company has not historically paid any cash dividends on its common stock. Key Performance Indicator (“KPI”) awards KPI awards will be issued upon the satisfaction of certain KPIs as determined annually by the Board. The Company has an obligation to issue a variable number of shares based on a fixed dollar value divided by the volume weighted-average price per share of the Company’s common stock for a 90-day period preceding the issue date. The issue date shall occur no later than 120 days after the end of the applicable year. These awards are liability-classified and require fair value remeasurement at the end of each reporting period. The fair value of the KPI awards is based on the fixed dollar amount that is probable of being paid. During the fourth quarter of 2023, the KPIs and measurement framework were approved by the Company’s Compensation Committee as it relates to the year ending December 31, 2023. As of December 31, 2023, such KPIs were achieved. A total of 247,898 shares were issued in the first quarter of 2024 with a total fair value of $2,350. Stock-based compensation expense of $2,062 related to the service provided through March 31, 2024 were recorded in “Selling, general and administrative expense” on the condensed consolidated statements of operations and comprehensive loss. During the first quarter of 2024, the KPIs and measurement framework related to 2024 KPI awards were approved and granted by the Company’s Compensation Committee as it relates to the year ending December 31, 2024. As of March 31, 2024, the liability was measured based on a probability weighted approach and stock-based compensation expense of $91 related to the service provided through March 31, 2024, was accrued and recorded in “Accrued expenses and other current liabilities” in the condensed consolidated balance sheet. No KPI awards were forfeited during the three months ended March 31, 2024. Time-based Awards Activity A summary of the unvested time-based RSU activity during the three months ended March 31, 2024, was as follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2023 5,947,487 $ 8.61 Granted 338,355 $ 8.46 Vested (115,895) $ 6.18 Forfeited (57,873) $ 6.51 Outstanding at March 31, 2024 6,112,074 $ 8.66 2020 Plan Stock options The following table summarizes the stock option activity for the three months ended March 31, 2024: Number of Weighted Outstanding at December 31, 2023 1,768,627 $ 4.71 Exercised (164,295) $ 5.57 Forfeited or expired (40,755) $ 5.80 Outstanding at March 31, 2024 1,563,577 $ 4.59 Stock-based compensation information The following table summarizes stock-based compensation expenses for the three months ended March 31, 2024 and 2023: Three Months Ended 2024 2023 Selling, general and administrative expenses $ 7,423 $ 3,061 Product development expenses 446 280 $ 7,869 $ 3,341 |
Income Tax
Income Tax | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Income Tax In determining the quarterly provisions for income taxes, the Company uses the estimated annual effective tax rate applied to the actual year-to-date income (loss), adjusted for discrete items arising in that quarter. In addition, the effect of changes in enacted tax laws or rates and tax status is recognized in the interim period in which the change occurs. The computation of the estimated annual effective rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (loss) for the year, projections of the proportion of income (and/or loss) earned, and tax in foreign jurisdictions and permanent and temporary differences. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained, or the Company’s tax environment changes. To the extent that the estimated annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in the income tax provision in the quarter in which the change occurs. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth the computation of basic and diluted loss per share: Three Months Ended 2024 2023 Numerator: Net loss and comprehensive loss $ (9,406) $ (32,899) Denominator: Basic and diluted weighted average shares of common stock outstanding 175,516,307 173,599,925 Net loss per share Basic $ (0.05) $ (0.19) Diluted $ (0.05) $ (0.19) The following table presents the potential shares that are excluded from the computation of diluted net loss per share and comprehensive loss per share for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended 2024 2023 Stock options issued under 2020 Plan 1,563,577 3,505,397 Time-based RSUs 6,112,074 4,563,381 Public and Private Warrants 37,360,000 37,360,000 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis: March 31, 2024 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 11,903 $ 11,903 $ — $ — Liabilities: Common stock warrant liabilities $ 86,302 $ 43,428 $ 42,874 $ — December 31, 2023 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 6,495 $ 6,495 $ — $ — U.S. treasury bonds 10,717 10,717 — — $ 17,212 $ 17,212 $ — $ — Liabilities: Common stock warrant liabilities $ 67,622 $ 34,028 $ 33,594 $ — Money market funds and U.S. treasury bonds The money market funds and U.S. treasury bonds are classified within Level 1 as these securities are traded on an active public market. Common stock warrant liabilities The Warrants were accounted for as a liability in accordance with ASC Topic 815, Derivatives and Hedging (see Note 8). The warrant liability was measured at fair value upon assumption and on a recurring basis, with changes in fair value presented in the condensed consolidated statements of operations and comprehensive loss. The Company used Level 1 inputs for valuing the Public Warrants and Level 2 inputs for valuing the Private Warrants. The Private Warrants are substantially similar to the Public Warrants, but not directly traded or quoted on an active market. The following table presents the changes in the fair value of the warrant liability: Public Warrants Private Warrants Total Warrant Liability Fair value as of December 31, 2023 $ 34,028 $ 33,594 $ 67,622 Change in fair value of warrant liability 9,400 9,280 18,680 Fair value as of March 31, 2024 $ 43,428 $ 42,874 $ 86,302 |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties See Note 4 for information regarding related party transactions with Catapult GP II. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. As of March 31, 2024, amounts accrued for contingent losses were not material to its financial position. Norway Matter In January 2021, the Norwegian Data Protection Authority (“NDPA”) sent Grindr LLC, a wholly owned subsidiary of the Company, an “Advance notification of an administrative fine” of 100,000 NOK (the equivalent of approximately $9,071 using the exchange rate as of March 31, 2024) for an alleged infringement of the General Data Protection Regulation (“GDPR”). The NDPA alleged that (i) Grindr LLC disclosed personal data to third party advertisers without a legal basis in violation of Article 6(1) GDPR and (ii) Grindr LLC disclosed special category personal data to third party advertisers without a valid exemption from the prohibition in Article 9(1) GDPR. Grindr LLC contested the draft findings and fine. In December 2021, the NDPA issued a reduced administrative fine against Grindr LLC in the amount of 65,000 NOK (the equivalent of approximately $5,896 using the exchange rate as of March 31, 2024) Grindr LLC filed an appeal with the NDPA. On November 24, 2022, Grindr Group and Kunlun Grindr Holdings Limited (“Kunlun”) entered into an escrow agreement providing for Grindr Group's access to $6,500 of funds for the total amount payable, if any, by Grindr LLC following Grindr LLC's appeal of the NDPA's decision to the NDPA and, as applicable to the Norwegian Privacy Appeals Board (the “NPAB”). On December 7, 2022, the NDPA upheld the reduced administrative fine against Grindr LLC and the appeal was sent to the NPAB for further consideration. On September 29, 2023, the NPAB issued its decision to uphold the NDPA's decision and fine of 65,000 NOK. On October 10, 2023, Grindr Group received $5,929 from the escrow account with Kunlun, (the equivalent of approximately 65,000 NOK using the exchange rate as of October 3, 2023). On October 27, 2023, Grindr LLC filed suit in Oslo District Court to overturn the NPAB's decision, including to eliminate the fine. Grindr participated in a hearing in March 2024 and is awaiting a decision from the Oslo District Court. At this time, Grindr is not able to reasonably estimate the likelihood or amount of any fine that Grindr LLC may ultimately be required to pay. Israeli Class Action In December 2020, Grindr LLC was named in a statement of claim and petition for certification of a class action in Israel (Israeli Central District Court). The statement of claims generally alleges that Grindr LLC violated users’ privacy by sharing information with third parties without their explicit consent. The petitioner asserts several causes of action under Israeli law, including privacy breaches, unlawful enrichment, and negligence, as well as causes of action under California law, including privacy violations under the California Constitution and California common law, negligence, violation of the Unfair Competition Law, and unjust enrichment. The statement of claims seeks various forms of monetary, declaratory, and injunctive relief, in addition to certification as a class action. On December 22, 2022, Grindr LLC filed its response over the class certification, which opposes class certification and included both employee and expert opinions. The Plaintiff filed an amended complaint in April 2024. At this time it is too early to determine the likely outcome of this proceeding or whether the proceeding may ultimately have a material adverse effect on the Company’s business, including because of the uncertainty of (i) whether Grindr LLC will incur a loss; (ii) if a loss is incurred, what the amount of that loss may be; and (iii) whether Grindr LLC may determine to appeal or further contest the loss. UK Potential Group Action On March 15, 2024, Grindr LLC received a letter from the UK law firm Austen Hays Limited asserting that it represented a group of Grindr users from a period between 2018 and 2020 and alleging unlawful processing of their personal data and misuse of their private information in alleged breach of UK data protection laws and UK GDPR. On April 22, 2024, Austen Hays issued proceedings in the English Court which have not yet been made public or served. At this time, this matter remains in its nascent stages, and it is too early to determine the likely outcome of this matter or whether the matter may ultimately have a material adverse effect on the Company’s business, including because of the uncertainty of (i) whether Grindr LLC will incur a loss, (ii) if a loss is incurred, what the amount of that loss may be, and (iii) whether Grindr LLC may determine to appeal or further contest the loss. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Except as described below, or as otherwise indicated in the footnotes, the Company has concluded that no events or transactions have occurred that require disclosure. In April 2024, the Company made a voluntary principal payment of $7,000 reducing the balance under the Senior Revolving Facility. In April 2024, the Company entered into a lease agreement located in Chicago, Illinois, to provide for long-term office space in the area. The lease has an original lease period for 39 months with an option to renew. In April 2024, the Company also entered into a lease agreement located in San Francisco, California, to provide for a 13 months lease period. The Company is currently evaluating all the terms of these lease agreements and their impact on the condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Consolidation The Business Combination was accounted for as a reverse recapitalization under the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, Tiga was treated as the acquired company for financial reporting purposes. This determination was primarily based on (i) the Legacy Grindr unitholders having a relative majority of the voting power of Grindr, (ii) Legacy Grindr unitholders having the ability to nominate the majority of the members of the board of directors of the Company (the “Board”), and (iii) Legacy Grindr senior management comprising the senior management roles of Grindr and being responsible for the Company’s day-to-day operations and strategy. Accordingly, for accounting purposes, the financial statements of Grindr represent a continuation of the financial statements of Legacy Grindr with the Business Combination being treated as the equivalent of Legacy Grindr issuing shares for the net assets of Tiga, accompanied by a recapitalization. The net assets of Tiga were recognized as of the Closing at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Legacy Grindr and the accumulated deficit of Legacy Grindr has been carried forward after Closing. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2023. The unaudited condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries after elimination of intercompany transactions and balances. The operating results for the three months ended March 31, 2024, are not necessarily indicative of the results expected for the full year ending December 31, 2024. |
Consolidation | Basis of Presentation and Consolidation The Business Combination was accounted for as a reverse recapitalization under the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, Tiga was treated as the acquired company for financial reporting purposes. This determination was primarily based on (i) the Legacy Grindr unitholders having a relative majority of the voting power of Grindr, (ii) Legacy Grindr unitholders having the ability to nominate the majority of the members of the board of directors of the Company (the “Board”), and (iii) Legacy Grindr senior management comprising the senior management roles of Grindr and being responsible for the Company’s day-to-day operations and strategy. Accordingly, for accounting purposes, the financial statements of Grindr represent a continuation of the financial statements of Legacy Grindr with the Business Combination being treated as the equivalent of Legacy Grindr issuing shares for the net assets of Tiga, accompanied by a recapitalization. The net assets of Tiga were recognized as of the Closing at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Legacy Grindr and the accumulated deficit of Legacy Grindr has been carried forward after Closing. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2023. The unaudited condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries after elimination of intercompany transactions and balances. The operating results for the three months ended March 31, 2024, are not necessarily indicative of the results expected for the full year ending December 31, 2024. |
Accounting Estimates | Accounting Estimates Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its condensed consolidated financial statements in accordance with U.S. GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the useful lives and recoverability of property and equipment and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for credit losses; the fair value of |
Segment Information | Segment Information The Company operates as one segment. The Company’s operating segments are identified according to how the performance of its business is managed and evaluated by its chief operating decision maker (“CODM”), the Company’s Chief Executive Officer (“CEO”). Substantially all of the Company’s long-lived assets are attributed to operations in the U.S. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable: Level 1 - Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. Level 2 - Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. Level 3 - Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. Recurring Fair Value Measurements The following methods and assumptions were used to estimate the fair value of each class of financial assets and liabilities for which it is practicable to estimate fair value: • Money market funds and U.S. treasury bonds — The carrying amount of money market funds and U.S. treasury bonds approximates fair value and is classified within Level 1 because the fair value is determined through quoted market prices. • Warrant liability — Public Warrants (as defined in Note 8) are classified within Level 1 as these securities are traded on an active public market. Private Warrants (as defined in Note 8) are classified within Level 2. For the periods presented, the Company utilized the value of the Public Warrants as an approximation of the value of the Private Warrants as they are substantially similar to the Public Warrants, but not directly traded or quoted on an active market. The Company’s remaining financial instruments that are measured at fair value on a recurring basis consist primarily of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, and other current liabilities. The Company believes their carrying values are representative of their fair values due to their short-term maturities. The fair values of the Company’s credit agreement balances as disclosed in Note 6 were measured based on prices quoted from a third-party financial institution. Nonrecurring Fair Value Measurements Assets acquired and liabilities assumed in business combinations are initially measured at fair value on the acquisition date on a nonrecurring basis using Level 3 inputs. The Company is required to measure certain assets at fair value on a nonrecurring basis after initial recognition. These include goodwill, intangible assets, and long-lived assets, which are measured at fair value on a nonrecurring basis as a result of impairment reviews. Impairment is assessed annually in the fourth quarter or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or assets below the carrying value. The fair value of the reporting unit or asset group is determined primarily using cost and market approaches (Level 3). |
Revenue Recognition | Revenue Recognition Revenue is recognized when or as a customer obtains control of promised services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to in exchange for these services. The Company derives substantially all of its revenue from direct revenue and indirect revenue, each, as described below. As permitted under the practical expedient available under Accounting Standards Update (“ASU”) 2014-09, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue for the amount at which the Company has the right to invoice for services performed. Direct Revenue Direct revenue consists of subscription revenue. Subscription revenue is generated through the sale of subscriptions that are currently offered or renewed in one-week, one-month, three-month, six-month, and twelve-month lengths. Subscription revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Direct revenue also consists of premium add-on revenue generated through the sale of an add-on feature on a pay-per-use, or a-la-carte, basis. Premium features are activated upon purchase and are available for a short duration, generally, within one day. Revenue from premium add-ons is recognized upon purchase of the premium add-on. Direct revenue is recorded net of taxes, credits, and chargebacks. Customers pay in advance, primarily through mobile app stores, and, subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable. Indirect Revenue Indirect revenue consists of advertising revenue and other non-direct revenue. The Company has contractual relationships with advertising service providers and also directly with advertisers to display advertisements on the Grindr platform. For all advertising arrangements, the Company’s performance obligation is to provide the inventory for advertisements to be displayed on the Grindr platform. For contracts made directly with advertisers, the Company is also obligated to serve the advertisements on the Grindr platform. Providing the advertising inventory and serving the advertisement is considered a single performance obligation, as the advertiser cannot benefit from the advertising space without its advertisements being displayed. The pricing and terms for all advertising arrangements are governed by either a master contract or insertion order. The transaction price in advertising arrangements is generally the product of the number of advertising units delivered (e.g., impressions, offers completed, videos viewed, etc.) and the contractually agreed upon price per advertising unit. Further, for advertising transactions with advertising service providers, the contractually agreed upon price per advertising unit is generally based on the Company’s revenue share or fixed revenue rate as stated in the contract. The number of advertising units delivered is determined at the end of each month, which resolves any uncertainty in the transaction price during the reporting period. Contract Liabilities |
Accounts Receivable, net of allowance for credit losses | Accounts Receivable, net of allowance for credit losses The majority of app users access the Company’s services through mobile app stores. The Company evaluates the credit worthiness of these two mobile app stores on an ongoing basis and does not require collateral from these entities. Accounts receivable also include amounts billed and currently due from advertising customers. The Company maintains an allowance for credit losses to provide for the estimated amount of accounts receivable that will not be collected. The allowance for credit losses is based upon historical collection trends adjusted for economic conditions using reasonable and supportable forecasts. |
Accounting Pronouncements | Accounting Pronouncements As an “emerging growth company,” the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) allows the Company to delay adoption of new or revised pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. Accounting Pronouncements Not Yet Adopted In June 2022, the Financial Accounting Standards Board ( “FASB”) issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which applies to all equity securities measured at fair value that are subject to contractual sale restrictions. This change prohibits entities from taking into account contractual restrictions on the sale of equity securities when estimating fair value and introduces required disclosures for such transactions. The standard will become effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company will assess any impact from the adoption of this guidance if such transactions occur in the future. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public business entities that disclose information on their reportable segments to provide additional information on their significant expense categories and “other segment items,” which represent the difference between segment revenue less significant segment expense and a segment’s measure of profit or loss. A description of “other segment items” is also required. Further, certain segment related disclosures that were limited to annual disclosure are now required at interim periods. Finally, public business entities are required to disclose the title and position of their CODM and explain how the CODM uses the reported measures of profit or loss to assess segment performance. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company does not expect ASU 2023-07 to have a material impact on the financial statement and related disclosures. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the disclosure requirements related to the new standard. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables summarize revenue from contracts with customers for the three months ended March 31, 2024, and 2023: Three Months Ended 2024 2023 Direct revenue $ 64,378 $ 48,126 Indirect revenue 10,967 7,683 $ 75,345 $ 55,809 Three Months Ended 2024 2023 North America (1) $ 45,503 $ 34,805 Europe 18,107 12,610 Rest of the world 11,735 8,394 $ 75,345 $ 55,809 (1) North America includes revenue generated from the U.S. and Canada. |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consist of the following: March 31, December 31, Income tax receivable $ — $ 1,537 Cloud computing arrangements implementation costs 152 172 Other current assets 613 704 $ 765 $ 2,413 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: March 31, December 31, Litigation-related funds received from escrow (see Note 14) $ 5,929 $ 5,929 Accrued interest payable 4,643 174 Accrued professional service fees 2,824 3,252 Employee compensation and benefits 2,785 7,285 Income and other taxes payable 2,722 1,389 Accrued legal expense 2,141 1,608 Accrued infrastructure expense 1,570 900 Lease liability, short-term 1,471 1,405 Liability-classified awards - KPI awards (see Note 9) 91 288 Other accrued expenses 1,317 704 $ 25,493 $ 22,934 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Total debt for the Company is comprised of the following: March 31, December 31, Senior Term Loan Facility $ 296,250 $ 300,000 Senior Revolving Facility 22,400 44,400 318,650 344,400 Less: unamortized debt issuance costs (3,601) (3,800) Total debt 315,049 340,600 Less: current maturities of long-term debt (15,000) (15,000) Long-term debt $ 300,049 $ 325,600 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Lease, Cost | Components of lease cost included in “Selling, general and administrative expenses” on the condensed consolidated statements of operations and comprehensive loss are as follows: Three Months Ended 2024 2023 Operating lease cost $ 413 $ 413 Short-term lease cost 305 — Sublease income (256) (189) Total lease cost $ 462 $ 224 Supplemental cash flow information related to the lease is as follows: Three Months Ended 2024 2023 Cash paid for amounts included in the measurement of lease liabilities $ 428 $ 416 |
Schedule of Assets And Liabilities, Lessee | Supplemental balance sheet information related to the lease as of March 31, 2024 and December 31, 2023 is as follows: March 31, December 31, Assets: Right-of-use assets $ 3,046 $ 3,362 Liabilities: Accrued expenses and other current liabilities 1,471 1,405 Lease liability, long-term portion 1,856 2,241 Total operating lease liabilities $ 3,327 $ 3,646 Weighted average remaining operating lease term (years) 2.1 2.3 Weighted average operating lease discount rate 11.41% 11.41% |
Schedule of Future Minimum Lease Commitments | The Company’s lease does not provide a readily determinable implicit discount rate. The Company estimates its incremental borrowing rate as the discount rate based on the information available at lease commencement. Future maturities of lease liabilities as of March 31, 2024, are as follows: Remainder of 2024 $ 1,318 2025 1,799 2026 605 Thereafter — Total lease payments $ 3,722 Less: imputed interest (395) Total lease liabilities $ 3,327 |
Schedule of Future Non-Cancelable Rent Payments | Future non-cancelable rent payments from the Company's sublease tenants as of March 31, 2024 were as follows: Remainder of 2024 $ 560 2025 729 2026 249 Thereafter — $ 1,538 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Valuation Assumptions | The Company used the Monte Carlo simulation model to value the liability-classified award. The key inputs into the Monte Carlo simulation as of March 31, 2024 and December 31, 2023 were as follows: March 31, December 31, 2023 Expected term (in years) 10.0 10.0 Expected stock price volatility (1) 65.0 % 65.0 % Risk-free interest rate (2) 4.1 % 3.8 % Expected dividend yield (3) — % — % (1) Expected volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to the expected term of the awards. (2) The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards. (3) The Company has not historically paid any cash dividends on its common stock. |
Summary of Restricted Stock Unit Activity | A summary of the unvested time-based RSU activity during the three months ended March 31, 2024, was as follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2023 5,947,487 $ 8.61 Granted 338,355 $ 8.46 Vested (115,895) $ 6.18 Forfeited (57,873) $ 6.51 Outstanding at March 31, 2024 6,112,074 $ 8.66 |
Summary of Stock Option Activity | The following table summarizes the stock option activity for the three months ended March 31, 2024: Number of Weighted Outstanding at December 31, 2023 1,768,627 $ 4.71 Exercised (164,295) $ 5.57 Forfeited or expired (40,755) $ 5.80 Outstanding at March 31, 2024 1,563,577 $ 4.59 |
Summary of the Components of Total Stock-Based Compensation Expense | The following table summarizes stock-based compensation expenses for the three months ended March 31, 2024 and 2023: Three Months Ended 2024 2023 Selling, general and administrative expenses $ 7,423 $ 3,061 Product development expenses 446 280 $ 7,869 $ 3,341 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computations of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted loss per share: Three Months Ended 2024 2023 Numerator: Net loss and comprehensive loss $ (9,406) $ (32,899) Denominator: Basic and diluted weighted average shares of common stock outstanding 175,516,307 173,599,925 Net loss per share Basic $ (0.05) $ (0.19) Diluted $ (0.05) $ (0.19) |
Schedule of Shares Excluded from Computation of Diluted Net (Loss) and Comprehensive Income (Loss) per Common Share | The following table presents the potential shares that are excluded from the computation of diluted net loss per share and comprehensive loss per share for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended 2024 2023 Stock options issued under 2020 Plan 1,563,577 3,505,397 Time-based RSUs 6,112,074 4,563,381 Public and Private Warrants 37,360,000 37,360,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis: March 31, 2024 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 11,903 $ 11,903 $ — $ — Liabilities: Common stock warrant liabilities $ 86,302 $ 43,428 $ 42,874 $ — December 31, 2023 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 6,495 $ 6,495 $ — $ — U.S. treasury bonds 10,717 10,717 — — $ 17,212 $ 17,212 $ — $ — Liabilities: Common stock warrant liabilities $ 67,622 $ 34,028 $ 33,594 $ — |
Schedule of Warrant Liabilities at Fair Value | The following table presents the changes in the fair value of the warrant liability: Public Warrants Private Warrants Total Warrant Liability Fair value as of December 31, 2023 $ 34,028 $ 33,594 $ 67,622 Change in fair value of warrant liability 9,400 9,280 18,680 Fair value as of March 31, 2024 $ 43,428 $ 42,874 $ 86,302 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 USD ($) segment mobileAppStore | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Jan. 01, 2023 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of segments | segment | 1 | |||
Number of mobile app stores | mobileAppStore | 2 | |||
Accounts receivable, net of allowances | $ 35,733 | $ 33,906 | $ 22,435 | |
Deferred revenue | 19,070 | $ 19,181 | $ 18,586 | |
Deferred revenue recognized | 13,184 | $ 13,303 | ||
Revenue | 75,345 | 55,809 | ||
UNITED STATES | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Revenue | $ 43,387 | $ 33,236 | ||
Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Performance obligation, subscription period | 12 months | |||
Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Performance obligation, subscription period | 7 days |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 75,345 | $ 55,809 |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 45,503 | 34,805 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 18,107 | 12,610 |
Rest of the world | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 11,735 | 8,394 |
Direct revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 64,378 | 48,126 |
Indirect revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 10,967 | $ 7,683 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Income tax receivable | $ 0 | $ 1,537 |
Cloud computing arrangements implementation costs | 152 | 172 |
Other current assets | 613 | 704 |
Total other current assets | $ 765 | $ 2,413 |
Promissory Note from a Member (
Promissory Note from a Member (Details) $ in Thousands | Apr. 27, 2021 USD ($) shares |
Note | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Term loan | $ | $ 30 |
Repayment period of promissory note | 10 years |
Interest rate on promissory note | 10% |
Catapult GP II | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Issuance of units (in shares) | 7,385,233 |
Catapult GP II | Legacy Grindr | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Issuance of units (in shares) | 5,387,194 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Litigation-related funds received from escrow | $ 5,929 | $ 5,929 |
Accrued interest payable | 4,643 | 174 |
Accrued professional service fees | 2,824 | 3,252 |
Employee compensation and benefits | 2,785 | 7,285 |
Income and other taxes payable | 2,722 | 1,389 |
Accrued legal expense | 2,141 | 1,608 |
Accrued infrastructure expense | 1,570 | 900 |
Lease liability, short-term | 1,471 | 1,405 |
Liability-classified award - KPI Awards | 91 | 288 |
Other accrued expenses | 1,317 | 704 |
Total accrued expenses and other current liabilities | $ 25,493 | $ 22,934 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 318,650 | $ 344,400 |
Less: unamortized debt issuance costs | (3,601) | (3,800) |
Total debt | 315,049 | 340,600 |
Less: current maturities of long-term debt | (15,000) | (15,000) |
Long-term debt | 300,049 | 325,600 |
Line of Credit | Senior Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 296,250 | 300,000 |
Line of Credit | Senior Revolving Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 22,400 | $ 44,400 |
Debt - Narrative (Details)
Debt - Narrative (Details) - 2023 Credit Agreement - USD ($) | 3 Months Ended | 12 Months Ended | |
Nov. 28, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Period Four | |||
Debt Instrument [Line Items] | |||
Leverage ratio | 1.15 | ||
Swingline Loans | |||
Debt Instrument [Line Items] | |||
Loans outstanding | $ 0 | $ 0 | |
Line of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 100,000,000 | ||
Incurred debt issuance cost | 0 | ||
Fair value | 317,057,000 | $ 342,678,000 | |
Line of Credit | Period One | |||
Debt Instrument [Line Items] | |||
Leverage ratio | 4 | ||
Line of Credit | Period Two | |||
Debt Instrument [Line Items] | |||
Leverage ratio | 3.50 | ||
Line of Credit | Period Three | |||
Debt Instrument [Line Items] | |||
Leverage ratio | 3 | ||
Line of Credit | Fed Funds Rate | |||
Debt Instrument [Line Items] | |||
Variable rate | 0.50% | ||
Line of Credit | Secured Overnight Financing Rate (SOFR) | |||
Debt Instrument [Line Items] | |||
Variable rate | 1% | ||
Line of Credit | Secured Overnight Financing Rate (SOFR) | Minimum | |||
Debt Instrument [Line Items] | |||
Variable rate | 2.75% | ||
Line of Credit | Secured Overnight Financing Rate (SOFR) | Maximum | |||
Debt Instrument [Line Items] | |||
Variable rate | 3.25% | ||
Line of Credit | Base Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Variable rate | 1.75% | ||
Line of Credit | Base Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Variable rate | 2.25% | ||
Line of Credit | Senior Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 300,000,000 | ||
Unused commitments | $ 27,600,000 | ||
Interest rate | 1.25% | ||
Line of Credit | Senior Revolving Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 50,000,000 | ||
Borrowings under credit facility | 44,400,000 | ||
Line of Credit | Senior Revolving Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Line of credit facility, unused capacity, commitment fee percentage | 0.375% | ||
Line of Credit | Senior Revolving Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | ||
Line of Credit | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 15,000,000 | ||
Line of Credit | Swingline Loans | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 10,000,000 | ||
Effective interest rate | 8.40% | 8.50% |
Leases - Narrative (Details)
Leases - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 lease | |
Leases [Abstract] | |
Lessee, number of leases | 1 |
Sublessor, number of leases | 2 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease cost | $ 413 | $ 413 |
Short-term lease cost | 305 | 0 |
Sublease income | (256) | (189) |
Total lease cost | $ 462 | $ 224 |
Leases - Schedule of Supplement
Leases - Schedule of Supplement Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 428 | $ 416 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplement Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets: | ||
Right-of-use assets | $ 3,046 | $ 3,362 |
Liabilities: | ||
Lease liability, short-term | $ 1,471 | $ 1,405 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Lease liability, long-term portion | $ 1,856 | $ 2,241 |
Total operating lease liabilities | $ 3,327 | $ 3,646 |
Weighted average remaining operating lease term (years) | 2 years 1 month 6 days | 2 years 3 months 18 days |
Weighted average operating lease discount rate | 11.41% | 11.41% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Commitments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Remainder of 2024 | $ 1,318 | |
2025 | 1,799 | |
2026 | 605 | |
Thereafter | 0 | |
Total lease payments | 3,722 | |
Less: imputed interest | (395) | |
Total lease liabilities | $ 3,327 | $ 3,646 |
Leases - Schedule of Future Non
Leases - Schedule of Future Non-Cancelable Rent Payments (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Leases [Abstract] | |
Remainder of 2024 | $ 560 |
2025 | 729 |
2026 | 249 |
Thereafter | 0 |
Payments to be received | $ 1,538 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Nov. 18, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Nov. 24, 2020 | |
Class of Warrant or Right [Line Items] | |||||
Warrants (in shares) | 37,360,000 | ||||
Stock trigger price (in dollars per share) | $ 18 | ||||
Common stock warrant liabilities | $ 86,302 | $ 67,622 | |||
Loss in fair value of warrant liability | (18,680) | $ (15,317) | |||
Private Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants (in shares) | 18,560,000 | ||||
Number of securities called by each warrant (in shares) | 1 | ||||
Warrant exercise price (in USD per share) | $ 11.50 | ||||
Warrants, exercisable period | 30 days | ||||
Warrants, term | 5 years | ||||
Common stock warrant liabilities | 42,874 | 33,594 | |||
Loss in fair value of warrant liability | (9,280) | ||||
Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants (in shares) | 13,800,000 | ||||
Number of securities called by each warrant (in shares) | 1 | ||||
Warrant exercise price (in USD per share) | $ 11.50 | ||||
Warrants, exercisable period | 30 days | ||||
Warrants, term | 5 years | ||||
Common stock warrant liabilities | 43,428 | $ 34,028 | |||
Loss in fair value of warrant liability | $ (9,400) | ||||
Forward Purchase Warrant | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants (in shares) | 2,500,000 | ||||
Backstop Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants (in shares) | 2,500,000 | ||||
Tiga | Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants (in shares) | 13,800,000 | ||||
Tiga | Sponsor | Private Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants (in shares) | 18,560,000 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unit-based compensation expense | $ 7,869 | $ 3,341 |
Capitalized compensation expense | $ 32 | $ 54 |
Restricted Stock Units, Market Condition Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volume weighted-average price per share period | 90 days | |
KPI awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volume weighted-average price per share period | 90 days | |
Issuance period | 120 days | |
Shares issued (in shares) | 247,898 | |
Fair value of shares issued | $ 2,350 | |
Unit-based compensation expense | $ 2,062 | |
Awards forfeited (in shares) | 0 | |
KPI awards | Accrued Expenses and Other Current Liabilities | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unit-based compensation expense | $ 91 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Valuation Assumptions (Details) - Restricted Stock Units, Market Condition Awards | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 10 years | 10 years |
Expected stock price volatility | 65% | 65% |
Risk-free interest rate | 4.10% | 3.80% |
Expected dividend yield | 0% | 0% |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Restricted Stock Units (Details) - Time-based RSUs | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | shares | 5,947,487 |
Granted (in shares) | shares | 338,355 |
Vested (in shares) | shares | (115,895) |
Forfeited (in shares) | shares | (57,873) |
Ending balance (in shares) | shares | 6,112,074 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in USD per share) | $ / shares | $ 8.61 |
Granted (in USD per share) | $ / shares | 8.46 |
Vested (in USD per share) | $ / shares | 6.18 |
Forfeited (in usd per share) | $ / shares | 6.51 |
Ending balance (in USD per share) | $ / shares | $ 8.66 |
Stock-based Compensation - Sc_3
Stock-based Compensation - Schedule of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of Options | |
Outstanding, beginning balance (in shares) | shares | 1,768,627 |
Exercised (in shares) | shares | (164,295) |
Forfeited or expired (in shares) | shares | (40,755) |
Outstanding, ending balance (in shares) | shares | 1,563,577 |
Weighted Average Exercise Price | |
Outstanding, beginning balance (in USD per share) | $ / shares | $ 4.71 |
Exercised (in USD per share) | $ / shares | 5.57 |
Forfeited or expired (in USD per share) | $ / shares | 5.80 |
Outstanding, ending balance (in USD per share) | $ / shares | $ 4.59 |
Stock-based Compensation - Sc_4
Stock-based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total unit-based compensation expense | $ 7,869 | $ 3,341 |
Selling, general and administrative expenses | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total unit-based compensation expense | 7,423 | 3,061 |
Product development expenses | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total unit-based compensation expense | $ 446 | $ 280 |
Income Tax (Details)
Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision | $ 2,680 | $ 15,503 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computations of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net Income (Loss) Available to Common Stockholders, Basic [Abstract] | ||
Net loss | $ (9,406) | $ (32,899) |
Comprehensive loss | $ (9,406) | $ (32,899) |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||
Basic weighted average shares of common stock outstanding (in shares) | 175,516,307 | 173,599,925 |
Diluted weighted average shares of common stock outstanding (in shares) | 175,516,307 | 173,599,925 |
Net loss per share | ||
Basic (in USD per share) | $ (0.05) | $ (0.19) |
Diluted (in USD per share) | $ (0.05) | $ (0.19) |
Net Loss Per Share - Shares Exc
Net Loss Per Share - Shares Excluded from Computation of Diluted Net (Loss) and Comprehensive Income (Loss) per Common Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock options issued under 2020 Plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,563,577 | 3,505,397 |
Time-based RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,112,074 | 4,563,381 |
Public and Private Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 37,360,000 | 37,360,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets, Fair Value Disclosure [Abstract] | ||
Assets measured at fair value | $ 17,212 | |
Liabilities, Fair Value Disclosure [Abstract] | ||
Common stock warrant liabilities | $ 86,302 | 67,622 |
Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 11,903 | 6,495 |
U.S. treasury bonds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 10,717 | |
Level 1 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets measured at fair value | 17,212 | |
Liabilities, Fair Value Disclosure [Abstract] | ||
Common stock warrant liabilities | 43,428 | 34,028 |
Level 1 | Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 11,903 | 6,495 |
Level 1 | U.S. treasury bonds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 10,717 | |
Level 2 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets measured at fair value | 0 | |
Liabilities, Fair Value Disclosure [Abstract] | ||
Common stock warrant liabilities | 42,874 | 33,594 |
Level 2 | Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 0 | 0 |
Level 2 | U.S. treasury bonds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 0 | |
Level 3 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets measured at fair value | 0 | |
Liabilities, Fair Value Disclosure [Abstract] | ||
Common stock warrant liabilities | 0 | 0 |
Level 3 | Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | $ 0 | 0 |
Level 3 | U.S. treasury bonds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Warrant Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value, Warrant Liability [Roll Forward] | ||
Fair value as of December 31, 2023 | $ 67,622 | |
Change in fair value of warrant liability | 18,680 | $ 15,317 |
Fair value as of March 31, 2024 | 86,302 | |
Public Warrants | ||
Fair Value, Warrant Liability [Roll Forward] | ||
Fair value as of December 31, 2023 | 34,028 | |
Change in fair value of warrant liability | 9,400 | |
Fair value as of March 31, 2024 | 43,428 | |
Private Warrants | ||
Fair Value, Warrant Liability [Roll Forward] | ||
Fair value as of December 31, 2023 | 33,594 | |
Change in fair value of warrant liability | 9,280 | |
Fair value as of March 31, 2024 | $ 42,874 |
Commitments and Contingencies (
Commitments and Contingencies (Details) kr in Thousands, $ in Thousands | 1 Months Ended | |||||||
Oct. 10, 2023 NOK (kr) | Oct. 10, 2023 USD ($) | Feb. 10, 2023 NOK (kr) | Dec. 31, 2021 NOK (kr) | Dec. 31, 2021 USD ($) | Jan. 31, 2021 NOK (kr) | Jan. 31, 2021 USD ($) | Nov. 24, 2022 USD ($) | |
Other Commitments [Line Items] | ||||||||
Escrow | $ 6,500 | |||||||
Kunlun | ||||||||
Other Commitments [Line Items] | ||||||||
Litigation amount received from escrow | $ 5,929 | |||||||
NDPA | ||||||||
Other Commitments [Line Items] | ||||||||
Amount of administrative fine imposed | kr 100,000 | $ 9,071 | ||||||
Reduced to administrative fine imposed | kr 65,000 | kr 65,000 | kr 65,000 | $ 5,896 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ in Thousands | 1 Months Ended |
Apr. 30, 2024 USD ($) | |
Chicago, Illinois | |
Subsequent Event [Line Items] | |
Lease period | 39 months |
San Francisco, California | |
Subsequent Event [Line Items] | |
Lease period | 13 months |
Line of Credit | Senior Revolving Facility | 2023 Credit Agreement | |
Subsequent Event [Line Items] | |
Repayments of lines of credit | $ 7 |