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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): August 4, 2023
Thunder Bridge Capital Partners III, Inc.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-39998 |
|
85-1445798 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
9912 Georgetown Pike
Suite D203
Great Falls, Virginia
(Address of principal
executive offices)
22066
(Zip Code)
Registrant’s telephone
number, including area code:(202) 431-0507
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
Units, each consisting of one share of Class A Common Stock and one-fifth of one redeemable Warrant |
|
TBCPU |
|
The Nasdaq Stock Market
LLC |
Class A Common Stock, par value $0.0001 per share |
|
TBCP |
|
The Nasdaq Stock Market LLC |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
|
TBCPW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.02 Unregistered Sales of Equity
Securities.
On
August 7, 2023, Thunder Bridge Capital Partners III, Inc. (the “Company”) issued an aggregate of 10,349,999 shares
of its Class A common stock, par value $0.0001 per share (“Class A Common Stock”), to TBCP III, LLC, the sponsor of
the Company (the “Sponsor”), upon the conversion (the “Conversion”) of an equal number of shares
of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”), held by the Sponsor.
The 10,349,999 shares of Class A Common Stock issued in connection with the Conversion are subject to the same restrictions as applied
to the Class B Common Stock before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption
rights and the obligation to vote in favor of a Business Combination (as defined below) as described in the final prospectus filed with
the U.S. Securities and Exchange Commission (the “SEC”) by the Company on February 10, 2021 (File No.: 333-252109)
(the “IPO Prospectus”) in connection with the Company’s initial public offering (the “IPO”).
Following the Conversion and the Redemptions (as defined below), there will be 11,964,156 shares
of Class A Common Stock issued and outstanding and one share of Class B Common Stock issued and outstanding. As a result of the Conversion
and the Redemptions, the Sponsor will hold approximately 94.9% of the issued and outstanding
Class A Common Stock.
The
shares of Class A Common Stock issued upon the Conversion have not been registered under the Securities Act of 1933, as amended, in reliance
on the exemption from registration provided by Section 3(a)(9) thereof.
Item 5.03 Amendments to Certificate of
Incorporation or Bylaws; Change in Fiscal Year.
The IPO Prospectus and the
Company’s amended and restated certificate of incorporation, as amended on February 4, 2021 (the “Charter”)
provided that the Company initially had until February 10, 2023 (the date that was 24 months after the consummation of the IPO)
to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one
or more businesses (a “Business Combination”). On December 16, 2022, the Company’s stockholders approved
an additional amendment to the Charter to extend the deadline by which it must complete a Business Combination from February 10,
2023 to August 10, 2023 (or such earlier date as determined by the Company’s board of directors (the “Board”)).
On August 4, 2023, the Company
held a special meeting of its stockholders in lieu of an annual meeting of stockholders (the “Meeting”). At the Meeting,
the Charter Amendment Proposals (as defined below) to further amend the Charter (the “Charter Amendment”) were approved.
Under Delaware law, the Charter Amendment took effect upon the filing of the Charter Amendment with the Secretary of State of the State
of Delaware on August 4, 2023. The terms of the Charter Amendment are set forth in the Company’s definitive proxy statement filed
with the SEC on July 21, 2023.
The foregoing description
is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated
by reference herein.
Item 5.07 Submission of Matters to a Vote of
Security Holders.
At the Meeting, the Company’s
stockholders were presented with a proposal to extend the date by which the Company must consummate a Business Combination from August
10, 2023 to February 10, 2024 (or such earlier date as determined by the Board) by amending the Charter (the “Extension Amendment
Proposal”).
Also at the Meeting, the Company’s
stockholders were presented with a proposal to amend the Charter to provide for the right of a holder of shares of the Company’s
Class B common stock, par value $0.0001 per share, to convert such shares into shares of the Company’s Class A common stock,
par value $0.0001 per share (the “Class A Common Stock”) on a one-for-one basis prior to the closing of a
Business Combination (the “Founder Share Amendment Proposal” and together with the Extension Amendment Proposal, the
“Charter Amendment Proposals”).
Also at the Meeting, the Company’s
stockholders were presented with a proposal to ratify the selection by the Board’s Audit Committee of Grant Thornton LLP to serve
as the Company’s independent registered public accounting firm for the year ending December 31, 2023 (the “Auditor Ratification
Proposal”).
Set forth below are the final
voting results for the Extension Amendment Proposal. Pursuant to the Charter, the approval of the Extension Amendment Proposal required
the affirmative vote of holders of at least 65% of the Company’s outstanding shares of common stock (the “Common Stock”)
as of June 28, 2023, the record date for the Meeting (the “Record Date”).
The Extension Amendment Proposal
was approved with the following vote from the holders of Common Stock:
For |
|
Against |
|
Abstentions |
11,988,886 |
|
38,288 |
|
0 |
Set forth below are the final
voting results for the Founder Share Amendment Proposal. Pursuant to the Charter, the approval of the Founder Share Amendment Proposal
required the affirmative vote of holders of at least 50% of the outstanding shares of Common Stock as of the Record Date.
The Founder Share Amendment
Proposal was approved with the following vote from the holders of Common Stock:
For |
|
Against |
|
Abstentions |
12,015,836 |
|
11,120 |
|
218 |
Set forth below are the final
voting results for the Auditor Ratification Proposal. Pursuant to the Charter, the approval of the Auditor Ratification Proposal required
the affirmative vote of the majority of the votes cast by holders of Common Stock present (including stockholders who voted online) or
represented by proxy who voted at the Meeting and entitled to vote thereon.
The Auditor Ratification Proposal
was approved with the following vote from the holders of Common Stock:
For |
|
Against |
|
Abstentions |
12,026,837 |
|
119 |
|
218 |
A proposal to adjourn the
Meeting to a later date was not presented because there were enough votes to approve the Extension Amendment Proposal, the Founder Share
Amendment Proposal, and the Auditor Ratification Proposal.
In connection with the vote
to approve the Charter Amendment Proposals, the holders of 486,584 shares of Class A Common Stock properly exercised their right to redeem
their shares for cash at a redemption price of approximately $10.25 per share (the “Redemptions”), for an aggregate redemption
amount of approximately $5.0 million.
Item 7.01 Regulation FD Disclosure.
The
disclosure set forth above in Item 3.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are being filed herewith:
[Signature to follow]
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: August 10, 2023
|
THUNDER BRIDGE CAPITAL PARTNERS III, INC. |
|
By: |
/s/
Gary A. Simanson |
|
Name: |
Gary A. Simanson |
|
Title: |
Chief Executive Officer |
3
Exhibit 3.1
SECOND AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
THUNDER BRIDGE CAPITAL PARTNERS III, INC.
Pursuant to Section 242 of the
Delaware General Corporation Law
Thunder Bridge Capital
Partners III, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware,
does hereby certify as follows:
1) The
name of the Corporation is Thunder Bridge Capital Partners III, Inc. The Corporation’s Certificate of Incorporation was filed in
the office of the Secretary of State of the State of Delaware on June 12, 2020 (the “Original Certificate”). An Amended
and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on February 4, 2021
(the “Amended and Restated Certificate of Incorporation”). An Amendment to the Amended and Restated Certificate of
Incorporation was filed in the office of the Secretary of State of the State of Delaware on December 16, 2022 (the “First Amendment”).
2) This
Second Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation
of the Corporation, as amended by the First Amendment.
3) This
Second Amendment to Section 4.3(b)(i) of Article IV to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative
vote of the holders of 50% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.
4) This
Second Amendment to Section 9.1(b) of Article IX to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative
vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.
5) The
text of Section 4.3(b)(i) of Article IV is hereby amended and restated to read in full as follows:
“Shares of Class B Common Stock shall
be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) (A)
at any time and from time to time at the option of the holder thereof and (B) automatically on the closing of the Business Combination.”
6) The
text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows:
“Immediately after the Offering,
a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the
underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form
S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 15, 2021, as
amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”),
established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration
Statement. Except for the withdrawal of interest to pay taxes (less up to $100,000 of interest to pay dissolution expenses), none of the
funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust
Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of the Offering Shares
(as defined below) properly submitted in connection with a stockholder vote seeking to amend this Amended and Restated Certificate (a)
to modify the substance or timing of the Corporation’s obligation to allow redemption in connection with the Corporation’s
initial Business Combination or to redeem 100% of such shares if the Corporation has not consummated an initial Business Combination by
February 10, 2024 or such earlier date as may be determined by the Board in its sole discretion (or, if the Office of Delaware Division
of Corporation is not open for a full business day (including filing of corporate documents) on such date the next date upon which the
Office of the Delaware Division of Corporations shall be open for a full business day (the “Deadline Date”))
or (b) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity (as described
in Section 9.7), and (iii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete
its initial Business Combination by the Deadline Date. Holders of shares of Common Stock included as part of the units sold in the Offering
(the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market
following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any
of the foregoing) are referred to herein as “Public Stockholders.”
IN WITNESS WHEREOF,
Thunder Bridge Capital Partners III, Inc. has caused this Second Amendment to the Amended and Restated Certificate to be duly executed
in its name and on its behalf by an authorized officer as of this 4th day of August, 2023.
|
|
THUNDER BRIDGE CAPITAL PARTNERS III, INC. |
|
|
By: |
|
/s/ Gary A. Simanson |
|
|
Name: |
|
Gary A. Simanson |
|
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Title: |
|
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