Sec Form 13D Filing - Lu James Fu Bin filing for - 2025-05-28

Item 5 of the Schedule 13D is hereby amended and restated as follows: Mr. James Fu Bin Lu beneficially owns an aggregate of 27,443,623 shares of Common Stock, which represents approximately 14.0% of the Issuer's issued and outstanding Common Stock, consisting of (i) 2,189 shares of the Issuer's Common Stock underlying restricted stock units beneficially owned by Mr. Lu that will vest within 60 days of this statement and (ii) 27,441,434 shares of Common Stock beneficially owned by Longview Grindr Holdings Limited ("Longview Grindr") and Longview Capital Group Limited ("Longview" and, together with Mr. Lu and Longview Grindr, the "Reporting Persons"). The percentage set forth in this Item 5 is based on 195,884,554 shares of Common Stock of the Issuer outstanding as of May 5, 2025, as reported on Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 9, 2025. Information required by Instruction C of Schedule 13D with respect to the directors, executive officers, or persons holding equivalent positions of the Reporting Persons, is set forth on Annex A attached to the Schedule 13D.

Mr. Lu, as sole equityholder in Longview, which is the sole equityholder in Longview Grindr, has sole power to vote or direct the vote of (and sole power to dispose or direct the disposition of) 27,443,623 shares of Common Stock.

Mr. Lu previously transferred for no consideration (i) 1,755,523 shares of Common Stock directly owned by him and (ii) all of the shares of Common Stock owned by another personal entity of Mr. Lu's, Longview Capital SVH LLC, to Longview Grindr. During the last 60 days, the Reporting Persons effected the following transactions in the Common Stock: On May 12, 2025 Longview Grindr sold 480,770 shares of Common Stock for a weighted average price of $23.78 per share (in multiple transactions at prices per share ranging from $23.46 to $24.41, inclusive) in open market sales. On May 13, 2025, Longview Grindr sold 1,073,942 shares of Common Stock for a weighted average price of $24.01 per share (in multiple transactions at prices per share ranging from $23.69 to $24.52, inclusive) in open market sales. On May 14, 2025, Longview Grindr sold 200,811 shares of Common Stock for a weighted average price of $24.05 per share (in multiple transactions at prices per share ranging from $23.75 to $24.205, inclusive) in open market sales. On May 22, 2025, Longview Grindr sold 168,009 shares of Common Stock for a weighted average price of $23.98 per share (in multiple transactions at prices per share ranging from $23.75 to $24.43, inclusive) in open market sales. On May 23, 2025, Longview Grindr sold 229,627 shares of Common Stock for a weighted average price of $23.98 per share (in multiple transactions at prices per share ranging from $23.57 to $24.08, inclusive) in open market sales. On May 27, 2025, Longview Grindr sold 251,898 shares of Common Stock for a weighted average price of $23.85 per share (in multiple transactions at prices per share ranging from $23.67 to $24.095, inclusive) in open market sales.

No person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported in Item 5(a).

Not applicable

The prior description of the Financing Arrangement in Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows: Longview Grindr has pledged all or substantially all of the shares Common Stock held thereby to certain lenders in connection with a financing arrangement. Under the financing arrangement, Longview Grindr retains voting and dispositive power with respect to the pledged shares except to the extent an event of default has occurred and is continuing.