indie Semiconductor entered into a non-binding term sheet to acquire Thunder Bridge Acquisition II, Ltd. (NasdaqCM:THBR) from Thunder Bridge Acquisition II LLC and others for $1 billion in a reverse merger transaction on October 12, 2020. indie Semiconductor entered into a definitive agreement to acquire Thunder Bridge Acquisition II, Ltd. (NasdaqCM:THBR) from Thunder Bridge Acquisition II LLC and others in a reverse merger transaction on December 14, 2020. The merger consideration to be paid by Thunder Bridge II pursuant to the MTA will be an amount equal to $900 million, subject to adjustment. Pursuant to the terms, Thunder Bridge will issue 90 million class A common stock as consideration. The merger consideration is subject to adjustments. Shareholders of indie will have contingent earn out right to receive up to an additional 10 million shares of class A common stock. Upon completion of the business combination, Thunder Bridge II's Public Shareholders will own approximately 23.3% of the outstanding shares of the company, the sponsor will own approximately 5.8% of the outstanding shares of the company, indie's existing security holders will own approximately 60.8% of the outstanding shares of the company (on an as-exchanged basis) and approximately 10.1% of the outstanding shares of the company will be held by the PIPE investors. The transaction will be funded by $150 million PIPE and Thunder Bridge cash in trust of $345 million and issuance of common stock to existing indie investors. Thunder Bridge entered into subscription agreements to sell an aggregate of up to 15 million shares of Class A common stock in a private placement for up to $10 per share. ADK merger sub will merge with and into indie, with indie surviving as a controlled 75.7% owned subsidiary of Surviving Pubco. Post-completion, the combined company will be named indie Semiconductor, Inc. and will be listed on Nasdaq under the ticker symbol INDI.

The combined company will be led by indie's management team. And Current indie management will remain in place. Post-completion, the Directors of Thunder Bridge will resign. The board of combined company will be comprised of nine members: five members selected by indie, three members selected by Thunder Bridge and one member will be selected with mutual consent of Thunder Bridge and indie. Donald McClymont will serve as the Chief Executive Officer and Director, Ichiro Aoki will serve as the President and Director, Thomas Schiller will serve as the Chief Financial Officer and Employee Value Proposition of Strategy, Scott Kee will serve as the Chief Technology Officer, Steven Machuga will serve as Chief Operating Officer, Ellen Bancroft as General Counsel and David Aldrich, Peter Kight, Diane Brink, Jeffrey Owens, Sonalee Parekh, William Woodward and Karl-Thomas Neumann will serve as the Independent Directors of the combined company.

The transaction is subject to customary closing conditions including approval from shareholders of Thunder Bridge and indie, registration statement effectiveness, regulatory approvals, approval from The Nasdaq Stock Market to list Class A common stock, resignation of Thunder Bridge Directors, expiration of the waiting period under the HSR Act, Thunder Bridge having net tangible assets of at least $5,000,001, Thunder Bridge shall have received from the PIPE investment at least $75 million and combined company shall have cash and cash equivalents on hand equal to at least $250 million. The transaction also requires execution of contribution agreement, lock up agreement and exchange agreement. Domestication Proposal, the Merger Proposal, the Equity Incentive Plan Proposal, and the Director Election Proposal each must be approved for Thunder Bridge II to complete the business combination. The Board of Directors of both indie and Thunder Bridge have unanimously approved the transaction. Thunder Bridge II's board of directors recommends shareholders vote “FOR” the Business Combination. Thunder Bridge shareholder will hold a meeting on June 9, 2021 to approve the transaction. As of May 14, 2021, registration statement became effective. As of June 9, 2021, the transaction was approved by Thunder Bridge's shareholders. The transaction is expected to close in the first quarter of 2021. As of February 23, 2021, the transaction is expected to close in early Spring 2021. As of March 23, 2021, the transaction is expected to close in spring 2021. As of May 17, 2021, the transaction is expected to close on or about June 10, 2021. Net proceeds from the transaction will be used to accelerate deployment of solutions to existing customers and fund pent-up demand for additional programs.

Morgan Stanley & Co. LLC acted as financial advisor while Jonathan Talcott, C. Wells Hall, Mike Bradshaw, Sue Stoffer and E. Peter Strand of Nelson Mullins Riley & Scarborough LLP; Littler Mendelson P.C. and Douglas Ellenoff, Stuart Neuhauser and Matthew A. Gray of Ellenoff Grossman & Schole LLP acted as legal advisors for Thunder Bridge. Deutsche Bank Securities Inc., Goldman Sachs and Nomura Greentech acted as financial advisors while Mitchell Nussbaum and Giovanni Caruso of Loeb & Loeb LLP and Rodriguez Wright LLP acted as legal advisors for indie. Mark Zimkind acted as transfer agent to Thunder Bridge Acquisition II. Thunder Bridge II has engaged Morrow Sodali LLC as proxy solicitor to assist in the solicitation of proxies. Jon Talcott, E. Peter Strand, Wells Hall, Mike Bradshaw, Colleen Kline, Tony Laurentano and Ed Rubinoff of Nelson Mullins Riley & Scarborough LLP and Ellenoff Grossman & Schole LLP provided legal due diligence, Grant Thornton LLP provided tax and financial due diligence and Littler Mendelson P.C. provided employment due diligence to Thunder Bridge. Thunder Bridge II estimates costs of the solicitation will be approximately $25,000 in the aggregate.