Thunder Bridge Acquisition II, Ltd. Announces Response to Modern SEC Guidance Relevant to Warrants Issued by Particular Purpose Acquisition Companies

Excellent Falls, VA , Could 04, 2021 (World NEWSWIRE) — Thunder Bridge Acquisition II, Ltd. (Nasdaq: THBR) (“Thunder Bridge II” or the “Company”) is saying that as a end result of latest steering issued by the Securities and Exchange Fee concerning the accounting and reporting of warrants issued by Special Intent Acquisition Corporations (“SPACs”) (the “SEC Statement”), it has restated its formerly issued financial statements provided in the Variety 10-K for the year finished December 31, 2020 (the “Restatement”) to alter the accounting procedure of its general public and private placement warrants (collectively, the “Warrants”).

As the restated financials mirror, there is no cash effect to Thunder Bridge II’s enterprise or historic fiscal statements in the impacted time period thanks to this restatement. The modify in the accounting remedy of the warrants has no effect on Thunder Bridge II’s ongoing functions or its ideas to finish the company mix that it introduced on December 15, 2020 with indie Semiconductor, a leading pure-play company of following-era semiconductor and software package options for the quickly developing Autotech current market, enabling ADAS/Autonomous, Connectivity, User Practical experience and Car or truck Electrification apps (the “Business Combination”).

Regular with historical industry practice for SPACs, the Corporation experienced been accounting for the Warrants as Shareholders’ Equity. With the modern SEC Statement, however, the Enterprise has restated its financial statements these kinds of that the Warrants are accounted for as a Warrant legal responsibility and marked-to-industry every single reporting period. In typical, less than mark-to-marketplace accounting, as the stock price will increase, the truthful value of the Warrant legal responsibility recorded on the Company’s stability sheet improves, and the Firm recognizes added noncash expenditure in the Statement of Operations for the Transform in good value of warrant liability, with the opposite effect when the stock value declines.

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The transform in the accounting treatment for the Warrants brought about the Business to file a Warrant legal responsibility on the restated Balance Sheet at December 31, 2020 and figure out a noncash price for the Alter in fair benefit of Warrant legal responsibility in the restated Assertion of Operations for the Calendar year Finished December 31, 2020. There was no improve to the Company’s previously Web Transform in Dollars in the Assertion of Income Flows for the 12 months Ended December 31, 2020.

The Firm submitted a Form 8-K for the Restatement with the SEC on April 30, 2021, and filed a Type 10-K/A for the Restatement on May perhaps 4, 2021, and filed an amended Kind S-4 for the Small business Combination on May well 4, 2021. The Corporation and indie Semiconductor keep on being fully commited to working to close the Small business Combination as shortly as practicable.

About Thunder Bridge Acquisition II, Ltd.

Thunder Bridge Acquisition II, Ltd. is a blank examine organization formed for the goal of effecting a merger, share exchange, asset acquisition, inventory invest in, reorganization or related enterprise blend with 1 or much more firms. In August 2019, Thunder Bridge Acquisition II consummated a $345 million original general public providing (the “IPO”) of 34.5 million models (reflecting the underwriters’ workout of their above-allotment solution in whole), just about every device consisting of 1 of the Company’s Course A ordinary shares and just one-half warrant, each and every complete warrant enabling the holder thereof to acquire 1 Class A normal share at a price of $11.50 for each share. Thunder Bridge II’s securities are quoted on the Nasdaq inventory trade under the ticker symbols THBRU, THBR and THBRW.

About indie

indie is empowering the Autotech revolution with upcoming generation automotive semiconductors and computer software platforms. We aim on edge sensors for State-of-the-art Driver Support Systems which includes LiDAR, connected auto, person expertise and electrification applications. These technologies symbolize the core underpinnings of both equally electric powered and autonomous cars, when the highly developed person interfaces remodel the in-cabin expertise to mirror and seamlessly join to the mobile platforms we rely on every single working day. We are an authorized vendor to Tier 1 companions and our solutions can be identified in marquee automotive OEMs close to the environment.

Headquartered in Aliso Viejo, CA, indie has style and design facilities and gross sales workplaces in Austin, TX Boston, MA Detroit, MI San Francisco and San Jose, CA Budapest, Hungary Dresden, Germany Edinburgh, Scotland and numerous spots all over China.

Extra Details about the Transaction and In which to Uncover It

In link with the proposed transaction, Thunder Bridge II filed a registration assertion on Variety S-4 (the “Form S-4”), which incorporates a proxy assertion/prospectus, with the Securities and Trade Commission (the “SEC”) on January 25, 2021, which was amended on March 23, 2021 and May possibly 4, 2021, and intends to file any and all further applicable supplies and other documents, as they grow to be available, with regards to the proposed transaction with the SEC. Thunder Bridge II’s shareholders and other intrigued folks are suggested to examine, the preliminary proxy statement/prospectus, bundled in the Variety S-4, and the amendments thereto and the definitive proxy assertion/prospectus and documents integrated by reference therein filed in relationship with the proposed business enterprise mix, as these elements will include critical information about indie, Thunder Bridge II and the proposed small business blend. Immediately soon after the Form S-4 is declared helpful by the SEC, Thunder Bridge II will mail the definitive proxy statement/prospectus and a proxy card to every shareholder entitled to vote at the conference relating to the acceptance of the Organization Blend and other proposals established forth in the proxy assertion/prospectus. In advance of producing any voting or investment conclusion, buyers and shareholders of Thunder Bridge II are urged to diligently read the full Form S-4 and proxy statement/prospectus, when they turn into out there, and any other applicable paperwork submitted with the SEC, as very well as any amendments or health supplements to these documents, since they will comprise critical facts about the proposed transaction. The files submitted by Thunder Bridge II with the SEC may perhaps be attained free of charge of charge at the SEC’s site at www.sec.gov or by directing a request to Thunder Bridge Acquisition II, Ltd., 9912 Georgetown Pike, Suite D203, Fantastic Falls, Virginia, 22066, Interest: Secretary, or by calling (202) 431-0507.

Contributors in the Solicitation

Thunder Bridge II and its directors and government officers may well be considered contributors in the solicitation of proxies from its shareholders with regard to the business enterprise blend. A checklist of the names of those people directors and govt officers and a description of their interests in Thunder Bridge II is in the proxy assertion/prospectus for the proposed organization combination bundled in the Variety S-4, which is available at www.sec.gov. Info about Thunder Bridge II’s directors and executive officers and their ownership of Thunder Bridge II normal shares is established forth in Thunder Bridge II prospectus, dated August 9, 2019 and in the proxy statement/prospectus bundled in the Kind S-4, as may be modified or supplemented by any Type 3 or Form 4 filed with the SEC since the date of such filings. Other facts about the interests of the members in the proxy solicitation is also disclosed in the proxy assertion/prospectus incorporated in the Sort S-4 pertaining to the proposed small business mixture. These files can be received free of cost from www.sec.gov.indie and its directors and govt officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Thunder Bridge II in connection with the proposed business combination. A checklist of the names of such directors and govt officers and information and facts with regards to their interests in the proposed organization mixture is disclosed in the proxy assertion/prospectus incorporated in the Form S-4 for the proposed company blend.

Forward-Looking Statements

This interaction includes “forward-hunting statements” within just the indicating of the Personal Securities Litigation Reform Act of 1995. These statements include things like, but are not minimal to, statements about foreseeable future economical and working benefits, our designs, targets, anticipations and intentions with respect to long run operations, items and companies and other statements identified by words this sort of as “will likely result,” “are anticipated to,” “will go on,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or phrases of equivalent this means. These forward-on the lookout statements contain, but are not confined to, statements pertaining to indie’s business and market measurements, upcoming prospects for indie and Thunder Bridge II, indie’s approximated potential success and the proposed small business blend amongst Thunder Bridge II and indie, together with the implied enterprise price, the predicted transaction and ownership structure and the chance, timing and ability of the events to effectively consummate the proposed transaction. These kinds of forward-looking statements are based mostly on the existing beliefs and expectations of our administration and are inherently subject matter to sizeable business enterprise, financial and competitive uncertainties and contingencies, lots of of which are complicated to forecast and usually beyond our handle. Genuine success and the timing of situations may well differ materially from the effects predicted in these forward-looking statements.

In addition to aspects previously disclosed in Thunder Bridge II’s reviews submitted with the SEC and all those determined in other places in this conversation, the following things, amid many others, could induce real final results and the timing of functions to differ materially from the expected success or other expectations expressed in the forward-hunting statements: incapability to meet up with the closing conditions to the organization blend, such as the prevalence of any party, alter or other instances that could give rise to the termination of the definitive settlement the incapability to total the transactions contemplated by the definitive agreement because of to the failure to acquire approval of Thunder Bridge II’s shareholders, the failure to obtain the minimum amount of money of income out there adhering to any redemptions by Thunder Bridge II shareholders, redemptions exceeding a most threshold or the failure to meet up with The Nasdaq Stock Market’s preliminary listing standards in connection with the consummation of the contemplated transactions fees connected to the transactions contemplated by the definitive agreement a hold off or failure to understand the predicted advantages from the proposed transaction hazards associated to disruption of management’s time from ongoing small business operations thanks to the proposed transaction adjustments in the auto or semiconductor markets in which indie competes, which includes with respect to its competitive landscape, engineering evolution or regulatory alterations variations in domestic and world general financial ailments, hazard that indie may not be able to execute its progress methods, such as identifying and executing acquisitions hazards connected to the ongoing COVID-19 pandemic and reaction danger that indie might not be able to create and sustain efficient interior controls and other challenges and uncertainties indicated in Thunder Bridge II’s remaining prospectus, dated August 9, 2019, for its preliminary community offering, and the proxy assertion/prospectus relating to the proposed enterprise mix, including these less than “Risk Factors” therein, and in Thunder Bridge II’s other filings with the SEC. Indie cautions that the foregoing checklist of components is not exceptional.

Real benefits, overall performance or achievements could vary materially, and possibly adversely, from any projections and ahead-seeking statements and the assumptions on which individuals ahead-searching statements are dependent. There can be no assurance that the details contained herein is reflective of long run functionality to any diploma. You are cautioned not to location undue reliance on ahead-seeking statements as a predictor of foreseeable future effectiveness as projected financial info and other info are based on estimates and assumptions that are inherently subject matter to various substantial challenges, uncertainties and other things, quite a few of which are beyond our regulate. All data set forth herein speaks only as of the day hereof in the situation of details about Thunder Bridge II and indie or the day of these data in the scenario of info from people other than Thunder Bridge II or indie, and we disclaim any intention or obligation to update any forward wanting statements as a consequence of developments taking place immediately after the day of this conversation. Forecasts and estimates concerning indie’s field and conclusion marketplaces are dependent on sources we consider to be dependable, nonetheless there can be no assurance these forecasts and estimates will demonstrate correct in complete or in section. Annualized, professional forma, projected and believed quantities are used for illustrative objective only, are not forecasts and may perhaps not reflect precise effects.

No Present or Solicitation

This push launch shall not represent a solicitation of a proxy, consent, or authorization with regard to any securities or in regard of the proposed organization mix. This push release shall also not constitute an offer you to sell or the solicitation of an supply to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which these offer you, solicitation, or sale would be illegal prior to registration or qualification under the securities legislation of any these kinds of jurisdiction. No supplying of securities shall be created besides by suggests of a prospectus assembly the prerequisites of Segment 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

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