CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
The following is a summary of transactions since January 1, 2023, to which we have been a party, in which the amount involved exceeded or will exceed the lesser of (x) $120,000 or (y) 1% of the average of our total assets at December 31, 2023 and 2024, and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest other than compensation and other arrangements that are described in the sections titled “Executive Compensation” and “Director Compensation.” We also describe below certain other transactions with our directors, former directors, executive officers, and stockholders.
Warrant Redemption and Warrant Exercises
In January 2025, we provided notice to the holders of our outstanding warrants, which consisted of (i) 18,560,000 private placement warrants, (ii) 13,799,825 public warrants; (iii) 2,500,000 forward purchase warrants; and (iv) 2,500,000 backstop warrants (collectively, the “Warrants”) that we would redeem the Warrants at a redemption price of $0.10 per warrant at 5:00 p.m. New York City time on February 24, 2025 (the “Redemption Date,” and such transaction, the “Redemption”). In connection with the redemption, Warrant holders were entitled to exercise their Warrants until 5:00 p.m. New York City time on the Redemption Date either (a) for cash, at an exercise price of $11.50 per share of common stock; or (b) on a “cashless” basis in which case, the holder would receive 0.361 shares of common stock per Warrant, which number was determined in accordance with the terms of the warrant agreement governing the Warrants.
Prior to the Redemption Date, on February 14, 2025, James Fu Bin Lu exercised 1,336,124 Warrants to purchase shares of our common stock on a cashless basis at a conversion ratio of 0.361 shares of common stock per Warrant, resulting in our withholding of 853,784 shares of common stock and the issuance to Mr. Lu of the remaining 482,340 shares of common stock.
Also prior to the Redemption Date, on February 4, 2025, G. Raymond Zage, III exercised 25,000 Warrants to purchase shares of our common stock on a cash basis at an exercise price of $11.50 per share, resulting in the issuance to Mr. Zage of 25,000 shares of our common stock. On February 13, 2025, Mr. Zage exercised 703,442 additional Warrants on a cash basis at an exercise price of $11.50 per share, resulting in the issuance to Mr. Zage of 703,442 shares of our common stock. On February 19, 2025, Mr. Zage exercised 13,920,000 additional Warrants on a cash basis at an exercise price of $11.50 per share, resulting in the issuance to Mr. Zage of 13,920,000 shares of our common stock.
Amended and Restated Registration Rights Agreement
Certain significant stockholders of the Company, including our director Mr. Zage and entities controlled by Mr. Zage, entities controlled by our director Mr. Lu, and entities controlled by our director Mr. Gearon, entered into that certain Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”) at the closing of the Business Combination, pursuant to which the parties agreed to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of our common stock and other equity securities of that are held by the parties thereto from time to time. The A&R Registration Rights Agreement amends and restates the registration rights agreement that was entered into by the Company and holders of the Company’s securities party thereto in connection with the initial public offering.
Catapult Share Purchase and Promissory Note
On April 27, 2021, Catapult GP II LLC, a Delaware limited liability company (“Catapult GP II”) purchased 5,387,194 common units of Legacy Grindr for $30,000,000 (the “Share Purchase”). In connection with the Share Purchase, Catapult GP II issued a $30,000,000 full recourse promissory note to Legacy Grindr (the “Note”), which was secured with a continuing first priority lien and security interest in favor of Legacy Grindr over the Share Purchase units. The Note, as a debt obligation of Catapult GP II, is unconditionally and personally guaranteed by Jeffrey C. Bonforte, who was the former Chief Executive Officer of Legacy Grindr from June 2020 to October 2022, and Gary C. Hsueh, who was the former Chief Financial Officer of Legacy Grindr from June 2020 to September 2022. Mr. Bonforte (30% ownership interest in Catapult GP II) is a member of Catapult GP II. Mr. Hsueh (30% ownership interest in Catapult GP II) is the manager of Catapult GP II. Catapult GP II is a security holder of the Company (2.2% ownership interest). The Note accrued simple interest at 10% per year. As of December 31, 2022,
