Item 7.01. Regulation FD Disclosure.
As previously announced, Thunder Bridge Acquisition II, Ltd. ("Thunder Bridge
II") announced a proposed business combination (the "Business Combination")
between Thunder Bridge II and Ay Dee Kay LLC d/b/a indie Semiconductor ("indie
Semiconductor"). On June 1, 2021, the Company issued a press release attached as
Exhibit 99.1.
The information in this Item 7.01, including the exhibits attached hereto, shall
not be deemed "filed" for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Additional Information about the Transaction and Where to Find It
In connection with the proposed business combination, on January 25, 2021,
Thunder Bridge Acquisition II filed with the U.S. Securities and Exchange
Commission ("SEC") a registration statement on Form S-4 (SEC File No. 252374)
(the "Form S-4"), which includes a proxy statement/prospectus, which was amended
on March 23, May 4, May 10, and May 12, 2021. The Form S-4 was declared
effective on May 14, 2021, and the definitive proxy statement/prospectus and
other proxy materials were mailed to Thunder Bridge Acquisition II's
shareholders of record as of the close of business on May 10, 2021. Before
making any voting or investment decision, Thunder Bridge Acquisition II's
shareholders and other interested persons are urged to read the Form S-4, as
amended, the definitive proxy statement/prospectus included in the Form S-4, and
documents incorporated by reference therein filed in connection with the
proposed business combination, as these materials contain important information
about indie, Thunder Bridge Acquisition II and the proposed business
combination. The documents filed by Thunder Bridge Acquisition II with the SEC
may be obtained free of charge at the SEC's website at www.sec.gov or by
directing a request to Thunder Bridge Acquisition II, Ltd., 9912 Georgetown
Pike, Suite D203, Great Falls, Virginia, 22066, Attention: Secretary, or by
calling (202) 431-0507.
Participants in the Solicitation
indie Semiconductor and Thunder Bridge Acquisition II and their respective
directors and executive officers and certain other members of management and
employees may be deemed "participants" in the solicitation of proxies from
Thunder Bridge Acquisition II shareholders with respect to the business
combination. A list of the names of those directors and executive officers and a
description of their interests in Thunder Bridge Acquisition II or indie
Semiconductor is set forth in the proxy statement/prospectus for the proposed
business combination included in the Form S-4, which is available
at www.sec.gov. Information about Thunder Bridge Acquisition II's directors and
executive officers and their ownership of Thunder Bridge Acquisition II ordinary
shares is set forth in Thunder Bridge Acquisition II prospectus, dated August 9,
2019 and in the proxy statement/prospectus included in the Form S-4, as may be
modified or supplemented by any Form 3 or Form 4 filed with the SEC since the
date of such filings. These documents can be obtained free of charge from
www.sec.gov.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities nor shall it constitute
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or jurisdictions in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
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Forward Looking Statements
This communication may contain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, statements about our intentions to merge with
Thunder Bridge Acquisition II; and other statements identified by words such as
"will likely result," "are expected to," "will continue," "is anticipated,"
"estimated," "believe," "intend," "plan," "projection," "outlook" or words of
similar meaning. Such forward-looking statements are based upon the current
beliefs and expectations of our management and are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are difficult to predict and generally beyond our control. Actual
results and the timing of events may differ materially from the results
anticipated in these forward-looking statements. In addition to factors
previously disclosed in Thunder Bridge Acquisition II's reports filed with the
SEC and those identified elsewhere in this communication, the following factors,
among others, could cause actual results and the timing of events to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: inability to meet the closing conditions to the
business combination, including the occurrence of any event, change or other
circumstances that could give rise to the termination of the definitive
agreement; the delay in obtaining Nasdaq approval of the transaction; the
inability to complete the transactions contemplated by the definitive agreement
due to the failure to obtain approval of Thunder Bridge Acquisition II's
shareholders; and other risks and uncertainties indicated in the proxy
statement/prospectus relating to the proposed business combination, including
those under "Risk Factors" therein, and in Thunder Bridge Acquisition II's other
filings with the SEC. Indie cautions that the foregoing list of factors is not
exclusive.
All information set forth herein speaks only as of the date hereof, and we
disclaim any intention or obligation to update any forward-looking statements as
a result of developments occurring after the date of this communication except
as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated June 1, 2021
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