Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Auditor Report or Completed Interim Review.

(a) Subsequent to the issuance of the Thunder Bridge Acquisition II, Ltd. (the

"Company") consolidated financial statements for the years ended December 31,

2020 and 2019, on April 12, 2021, the Staff of the U.S. Securities and

Exchange Commission issued public statement "Staff Statement on Accounting

and Reporting Considerations for Warrants Issued by Special Purpose

Acquisition Companies ("SPACs")" (the "Statement"). The Statement clarified

guidance for all SPAC-related companies regarding the accounting and

reporting for their warrants that could result in the warrants issued by

SPACs being classified as a liability measured at fair value, with non-cash

fair value adjustments recorded in earnings at each reporting period.

On April 30, 2021, the Audit Committee, after consultation with the Company's management team, concluded that the Company's audited financial statements for the years ended December 31, 2020 and 2019, its unaudited financial statements for the three and nine months ended September 30, 2020 and 2019, unaudited financial statements for the three and six months ended June 30, 2020 unaudited financial statements for the three months ended March 31, 2020, its unaudited interim financial statements for the periods from February 13, 2019 (date of inception) through June 30, 2019, its audited balance sheet as of February 26, 2019 (collectively, the "Non-Reliance Periods"), as reported in the Company's Annual Reports on Form 10-K filed on March 10, 20201 and February 24, 2021, Quarterly Reports on Form 10-Q filed on November 13, 2019, May 14, 2020, August 13, 2020 and November 13, 2020, and Current Report on Form 8-K filed on August 19, 2019, should no longer be relied upon based on the facts described below. Similarly, any previously furnished or filed reports, earnings, releases, guidance, investor presentations, or similar communications regarding the Non-Reliance Periods should also not be relied upon.

The Company has determined that the warrants should be accounted for as liabilities measured at fair value, with non-cash fair value adjustments recorded in earnings at each reporting period.

As a result, the Company today is announcing that it will restate its historical financial results for the Non-Reliance Periods to reflect the change in accounting treatment (the "Restatement"). The Company plans to file the Form 10-K/A for the year ended December 31, 2020 to reflect the Restatement subsequent to filing this Form 8-K. The Company's prior accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company's previously reported operating expenses, cash flows or cash.

The Company's management is also in the process of re-assessing the effectiveness of the Company's internal control over financial reporting and its disclosure controls and procedures.

The Audit Committee and management have discussed the matters disclosed pursuant to this Item 4.02(a) with Grant Thornton LLP, its independent public accounting firm, and Grant Thornton concurred with the statements made under this Item 4.02(a).

© Edgar Online, source Glimpses