See accompanying notes to the condensed financial
statements.
See accompanying notes to the condensed financial
statements.
See accompanying notes to the condensed financial
statements.
See accompanying notes to the condensed financial
statements.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS
OPERATIONS
Thunder Bridge Capital Partners
III Inc. (the “Company”) is a blank check company incorporated in Delaware on June 12, 2020. The Company was formed for
the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business
combination with one or more businesses (the “Business Combination”).The Company is an early stage and emerging growth company
and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of September 30, 2022,
the Company had not yet commenced any operations. All activity for the period June 12, 2020 (inception) through September 30, 2022
related to the Company’s formation and the initial public offering (the “Initial Public Offering”) and identifying a
target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business
Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from
the Initial Public Offering.
The registration statement
for the Company’s Initial Public Offering was declared effective on February 4, 2021. On February 10, 2021, the Company consummated
the Initial Public Offering of 41,400,000 units (“Units” and, with respect to the shares of Class A common stock included
in the Units offered, the “Public Shares”), generating gross proceeds of $414,000,000, which is described in Note 3.
Simultaneously with the closing
of the Initial Public Offering, the Company consummated the sale of 1,003,000 private placement units (the “Private Placement Units”)
at a price of $10.00 per unit in a private placement to TBCP III, LLC (the “Sponsor”), generating gross proceeds of $10,030,000
(the “Private Placement”), which is described in Note 4.
Following the closing of the
Initial Public Offering on February 10, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units
in the Initial Public Offering and the Private Placement Units was placed in a trust account (“Trust Account”) which may be
invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended
(the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself
out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by
the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described
below.
Transaction costs amounted
to $23,191,740 consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees (see Note 6) and $421,740 of other
costs. Of the transaction costs, $463,835 associated with the issuance of warrants that have been classified as a liability have been
expensed. In addition, at the closing of the Initial Public Offering, $1,263,117 of cash was held outside of the Trust Account and is
available for working capital purposes.
The Company’s management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private
Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal
to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on
the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a
Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the
target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. Upon
the closing of the Initial Public Offering, management has agreed that $10.00 per Unit sold in the Initial Public Offering, including
the proceeds from the sale of the Private Placement Units, will be held in the Trust Account and invested in U.S. government securities,
within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any
open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment
Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the
distribution of the funds in the Trust Account to the Company’s stockholders, as described below.
THUNDER BRIDGE CAPITAL PARTNERS III INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS
OPERATIONS (continued)
The Company will provide its
holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their
Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve
the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may
seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their
shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only
if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination
and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.
If the Company seeks stockholder
approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended
and Restated Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any
other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to
15% or more of the Public Shares without the Company’s prior written consent.
The public stockholders will
be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any
pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).
The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions
the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business
Combination with respect to the Company’s warrants. These shares of Class A common stock will be recorded at a redemption value
and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”
(“ASC 480”).
If a stockholder vote is not
required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to
its Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the
“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement
with the SEC prior to completing a Business Combination.
The Company’s Sponsor
has agreed (a) to vote its Founder Shares (as defined in Note 5), the common stock included in the Private Units and any Public Shares
purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the
Company’s Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation
of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares
in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Units (including
underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business
Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder
approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating
to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Placement Units (including
underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated.
However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased
during or after the Initial Public Offering if the Company fails to complete its Business Combination.
THUNDER BRIDGE CAPITAL PARTNERS III INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS
OPERATIONS (continued)
If the Company is unable to
complete a Business Combination by February 10, 2023, 24 months from the closing of the Initial Public Offering (the “Combination
Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public
Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary
liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for
claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting
commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and,
in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of
the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution
will be less than the Initial Public Offering price per Unit ($10.00). There will be no redemption rights or liquidating distributions
with respect to the Founder Shares (as defined below) and the Private Placement Units, consisting of private placement shares and the
Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination within the 24-month time
period.
The Sponsor has agreed that
it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company,
or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement
or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share
and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less
than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply
to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust
Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter
of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently
verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets
are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations.
None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation,
claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify
the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other
entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any
kind in or to monies held in the Trust Account.
Management is currently evaluating
the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect
on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily
determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from
the outcome of this uncertainty.
THUNDER BRIDGE CAPITAL PARTNERS III INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial
statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”)
and pursuant to the rules and regulations of the SEC.
Emerging Growth Company
The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of
2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the
independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period,
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth
company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of
the potential differences in accounting standards used.
Use of Estimates
The preparation of financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period.
Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation
or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate,
could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly
from those estimates.
Cash and Cash Equivalents
The Company considers all
short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not
have any cash equivalents as of September 30, 2022 and December 31, 2021, respectively.
Income Taxes
The Company complies with
the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an
asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
THUNDER BRIDGE CAPITAL PARTNERS III INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Income Taxes (continued)
ASC 740 prescribes a recognition
threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be
taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax
expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022. The Company
is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The provision for income taxes
was deemed to be immaterial for the three and nine months ended September 30, 2022 and 2021.
Shares Subject to Possible Redemption
The Company accounts for its
shares subject to possible redemption in accordance with the guidance in ASC 480. Shares subject to mandatory redemption (if any) is classified
as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock
that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain
events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as
stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s
control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, shares subject
to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance
sheet.
Offering Costs
Offering costs consist of
legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial
Public Offering. Offering costs amounting to $23,191,740, of which $22,727,905 were charged to stockholders’ equity upon the completion
of the Initial Public Offering, with the balance expensed as a cost of the warrant liability.
Cash Held in Trust Account
At September 30, 2022 and
December 31, 2021, the assets held in the Trust Account were invested in a money market fund.
Net Income Per Share of Common Stock
The Company complies with
accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share” (“ASC 260”). We have two classes
of shares, which are referred to as “Class A common stock” and “Class B common stock”. Income and losses are shared
pro rata between the two classes of shares. Net income per share is computed by dividing net income (loss) by the weighted average number
of shares of common stock outstanding during the period.
The calculation of diluted
loss per share does not consider the effect of the Public Warrants (as defined in Note 3) issued in connection with the Initial Public
Offering and the sale of the Private Placement Warrants, because the exercise of the warrants is contingent upon the occurrence of future
events.
THUNDER BRIDGE CAPITAL PARTNERS III INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Net Income Per Share of Common Stock (continued)
A reconciliation of net income
per share of common stock is as follows:
| |
For the Three Months Ended
September 30, 2022 | | |
For the Three Months Ended
September 30, 2021 | | |
For the Nine Months Ended
September 30, 2022 | | |
For the Nine Months Ended
September 30, 2021 | |
| |
Class A | | |
Class B | | |
Class A | | |
Class B | | |
Class A | | |
Class B | | |
Class A | | |
Class B | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Basic and diluted net income (loss) per share | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Numerator: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Allocation of net income (loss), as adjusted | |
$ | 2,044,919 | | |
$ | 499,137 | | |
$ | 3,944,234 | | |
$ | 962,734 | | |
$ | 6,236,922 | | |
$ | 1,522,348 | | |
$ | 912,907 | | |
$ | 261,082 | |
Less: Accretion allocated based on ownership percentage | |
| (1,468,715 | ) | |
| (358,493 | ) | |
| (8,389 | ) | |
| (2,048 | ) | |
| (1,921,009 | ) | |
| (468,892 | ) | |
| (20,465 | ) | |
| (5,853 | ) |
Plus: Accretion applicable to Class A redeemable shares | |
| 1,827,208 | | |
| - | | |
| 10,437 | | |
| - | | |
| 2,389,901 | | |
| | | |
| 26,318 | | |
| | |
Income (loss) by class | |
$ | 2,403,412 | | |
$ | 140,644 | | |
$ | 3,946,282 | | |
$ | 960,686 | | |
$ | 6,705,814 | | |
$ | 1,053,456 | | |
$ | 918,760 | | |
$ | 255,229 | |
Denominator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average common shares outstanding | |
| 42,403,000 | | |
| 10,350,000 | | |
| 42,403,000 | | |
| 10,350,000 | | |
| 42,403,000 | | |
| 10,350,000 | | |
| 36,190,109 | | |
| 10,350,000 | |
Basic and diluted net income (loss) per share | |
$ | 0.06 | | |
$ | 0.01 | | |
$ | 0.09 | | |
$ | 0.09 | | |
$ | 0.16 | | |
$ | 0.10 | | |
$ | 0.03 | | |
$ | 0.02 | |
Concentration of Credit Risk
Financial instruments that
potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may
exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account
and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates
the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Derivative Financial Instruments
The Company evaluates its
financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance
with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are
accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued
at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative
liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of
the instrument could be required within 12 months of the balance sheet date.
Recently Issued Accounting Standards
Management does not believe
that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the
Company’s financial statements.
Liquidity and Going Concern
As of September 30, 2022,
the Company had $66,982 in the operating bank account and a working capital deficit of $1,140,083.
THUNDER BRIDGE CAPITAL PARTNERS III INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
The Company’s liquidity
needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to
purchase Founder Shares (as defined in Note 3), and loan proceeds from the Sponsor of $100,000 under the Note (as defined in Note
3). The Company repaid the Note in full on March 3, 2021. After closing the Initial Public Offering, the Company’s liquidity
has been satisfied through the net proceeds from the consummation of the Initial Public Offering, the sale of Over-Allotment Units and
the Private Placement held outside of the Trust Account. On March 25, 2022, the Company executed a Working Capital Loan in the form of
a promissory note to the Sponsor to loan funds to the Company up to $1,500,000 (the “Promissory Note”). At September 30, 2022
there was $440,000 outstanding under the Promissory Note.
In connection with the Company’s
assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB’s”)
Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue
as a Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs
as well as complete a Business Combination by February 10, 2023 then the Company will cease all operations except for the purpose of liquidating.
The liquidity condition and the date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s
ability to continue as a going concern. These interim condensed financial statements do not include any adjustments relating to the recovery
of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a
going concern.
Subsequent Events
Management of the Company
evaluates events that have occurred after the balance sheet date of September 30, 2022 through the date these financial statements were
issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required
adjustment or disclosure in the financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public
Offering, the Company sold 41,400,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s
Class A common stock, $0.0001 par value, and one fifth of one redeemable warrant (“Public Warrant”). Each Public Warrant
entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 8).
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the Initial
Public Offering, the Sponsor purchased an aggregate of 1,003,000 Private Placement Units at a price of $10.00 per unit for an aggregate
purchase price of $10,030,000.
Each Private Placement Unit
is identical to the units offered in the Initial Public Offering, except there will be no redemption rights or liquidating distributions
from the Trust Account with respect to private placement shares or Private Placement Warrants, which will expire worthless if we do not
consummate a Business Combination within the Combination Period.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On August 26, 2020, the
Company issued an aggregate of 8,625,000 shares of Class B common stock (the “Founder Shares”) to the Sponsor for
an aggregate purchase price of $25,000. In February 2021, we effected a stock dividend of 0.2 shares for each Founder Share outstanding,
resulting in our sponsor holding an aggregate number of 10,350,000 Founder Shares. The Founder Shares included an aggregate of up to 1,350,000 shares
subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part,
so that the Sponsor will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after
the Initial Public Offering. Due to the underwriters exercising their over-allotment option in full, no Founder Shares are currently subject
to forfeiture.
The Sponsor has agreed not
to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business
Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that
results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Notwithstanding the foregoing, if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00
per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from
the lock-up.
Promissory Note — Related Party
On June 12, 2020, the
Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to
a promissory note (the “Note”). The Note was non-interest bearing and was payable on the earlier of March 31, 2021 or the
completion of the Initial Public Offering. On March 3, 2021, the $100,000 outstanding under the Note was repaid in full.
THUNDER BRIDGE CAPITAL PARTNERS III INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5. RELATED PARTY TRANSACTIONS (continued)
Related Party Loans
In order to finance transaction
costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers
and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such
Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination,
without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination
into units at a price of $10.00 per unit. The units will be identical to the Private Placement Units. In the event that a Business Combination
does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. On March 25, 2022, the Company executed a Working Capital
Loan in the form of a promissory note to the Sponsor to loan funds to the Company up to $1,500,000 (the “Promissory Note”).
At September 30, 2022 there was $440,000 outstanding under the Promissory Note.
The Working Capital Loan was
accounted for using the fair value method. The fair value of the Working Capital Loan as of September 30, 2022 was $440,000, with changes
in fair value recorded to the statements of operations. For the three and nine months ended September 30, 2022, there were no changes
in fair value recorded to the statements of operations.
Administrative Support Agreement
The Company entered into an
agreement, whereby, commencing on February 10, 2021, through the earlier of the consummation of a Business Combination or the Company’s
liquidation, the Company pays an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and
administrative support. The Company had incurred and paid $90,000 and $80,000 for the nine months ended September 30, 2022 and 2021, respectively.
Advisory Agreement
The Company entered into an
agreement, whereby, commencing on February 10, 2021, through the earlier of the consummation of a Business Combination or the Company’s
liquidation, the Company will pay an affiliate of our Chief Executive Officer a monthly fee of $20,000 for advisory services related to
its search for and consummation of its Initial Business Combination. The Company had incurred and paid $180,000 and $160,000 for the nine
months ended September 30, 2022 and 2021, respectively.
Initial Public Offering
In February 2021, our Chief
Executive Officer purchased 100,000 units at a price of $10.00 per unit for an aggregate purchase price of $1,000,000 as part of our Initial
Public Offering.
NOTE 6. COMMITMENTS
Registration Rights
Pursuant to a registration
rights agreement entered into on February 10, 2021, the holders of the Founder Shares, Private Placement Units (and their underlying securities)
and the units that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration
rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the
Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such
securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not
permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period.
The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriter’s Agreement
The Company granted the underwriter
a 45-day option to purchase up to 5,400,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting
discounts and commissions, which was exercised in full on February 10, 2021.
The underwriter was paid a
cash underwriting discount of two percent (2.00%) of the gross proceeds of the Initial Public Offering, or $8,280,000. In addition, the
underwriter is entitled to a deferred underwriting discount of three and half percent (3.50%) of the gross proceeds of the Initial Public
Offering, or $14,490,000. The deferred fee was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination,
subject to the terms of the underwriting agreement.
THUNDER BRIDGE CAPITAL PARTNERS III INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 7. WARRANT LIABILITY
Public Warrants may only be
exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants
will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the
closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or
earlier upon redemption or liquidation.
The Company will not be obligated
to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public
Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable
upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying
its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will
not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such
exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration
is available.
The Company has agreed that
as soon as practicable, but in no event later than 15 business days after the closing of our initial Business Combination, it will use
its best efforts to file with the SEC, and within 60 business days following our initial Business Combination to have declared effective,
a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to
maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration
statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business
day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement
and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
Once the Public Warrants become
exercisable, the Company may redeem the Public Warrants for redemption:
| ● | in whole and not in part; |
| ● | at a price of $0.01 per Public
Warrant; |
| ● | upon not less than 30 days’
prior written notice of redemption to each warrant holder; and |
| ● | if, and only if, the reported
last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days
within a 30-trading day period commencing no earlier than the date the warrants become exercisable and ending on the third business
day before the date on which the Company sends the notice of redemption to the warrant holders. |
In addition, once the Public
Warrants become exercisable, the Company may redeem the Public Warrants for redemption:
| ● | in whole and not in part; |
| ● | at a price of $0.10 per Public
Warrant; |
| ● | upon not less than 30 days’
prior written notice of redemption to each warrant holder, provided that holders will be able to exercise their warrants on a cashless
basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to a formula set out
in the warrant agreement; |
| ● | if, and only if, the last reported
sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days
within a 30-trading day period commencing no earlier than the date the warrants become exercisable and ending on the third business
day before the date on which the Company sends the notice of redemption to the warrant holders (the “30-day Reference Period”);
and |
| ● | unless the last reported sale
price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days
within the 30-day Reference Period, the Private Placement Warrants are also concurrently redeemed at the same price and terms as
the outstanding Public Warrants (provided that the redemption may be on a cashless basis). |
THUNDER BRIDGE CAPITAL PARTNERS III INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 7. WARRANT LIABILITY (continued)
If and when the warrants become
redeemable by the Company, it may exercise our redemption right even if it is unable to register or qualify the underlying securities
for sale under all applicable state securities laws; provided, that the Company will use its best efforts to register or qualify such
shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by the Company
in the Initial Public Offering.
The exercise price and number
of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the
event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be
required to net cash settle the Public Warrants, except in the event of certain tender offers, as defined in the warrant. If the Company
is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account,
holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the
Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
In addition, if (x) the
Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection
with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A
common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors
and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor
or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s
initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the
volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day
prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below
$9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent)
to be equal to 180% of the greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described
above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price.
The Private Placement Warrants
are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement
Warrants and the Shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable,
assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally,
the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the
initial purchasers or their permitted transferees (other than in the case the Public Warrants are redeemed for $0.10 as described above).
If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement
Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
At September 30, 2022, there were 8,280,000 whole Public Warrants and
200,600 Private Placement Warrants outstanding with a fair value of $828,000 and $22,660, respectively. At December 31, 2021, there were 8,280,000 whole
Public Warrants and 206,000 Private Placement Warrants outstanding with a fair value of $6,872,400 and $175,100, respectively.
The Company accounts for the
8,280,000 warrants issued in connection with the Initial Public Offering and the 200,600 Private Placement Warrants in accordance with
the guidance contained in FASB ASC Topic 815-40 “Derivatives and Hedging-Contract in Entity’s Own Equity”. Such guidance
provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a derivative
liability. The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the
holders of the Class A common stock in the Business Combination is payable in the form of common equity in the successor entity, and if
the holders of the warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of
Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than
zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B)
the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately
prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg
Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the common stock consists exclusively
of cash, the amount of such cash per common stock, and (ii) in all other cases, the volume weighted average price of the common stock
as reported during the ten-trading day period ending on the trading day prior to the effective date of the Business Combination.
THUNDER BRIDGE CAPITAL PARTNERS III INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 7. WARRANT LIABILITY (continued)
The Company believes that
the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed”
option as defined under ASC 815 – 40, and thus the warrants are not eligible for an exception from derivative accounting. The accounting
treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial
Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated
a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability
is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair
value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification
at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as
of the date of the event that causes the reclassification.
NOTE 8. STOCKHOLDERS’ EQUITY
Preferred Stock
The Company is authorized
to issue 1,000,000 shares of $0.0001 par value preferred stock. At September 30, 2022 and December 31, 2021, there were no shares of preferred
stock issued or outstanding.
Class A Common Stock
The Company is authorized
to issue up to 200,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s Class A common
stock are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 1,003,000 shares of Class A
common stock issued or outstanding (excluding 41,400,000 shares of Class A common stock subject to possible redemption).
Class B Common Stock
The Company is authorized
to issue up to 20,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s Class B common stock are entitled
to one vote for each share. On February 4, 2021, the Company effectuated a 1.2 for 1 dividend of our Class B common stock resulting in
an aggregate of 10,350,000 shares of Class B common stock issued and outstanding. At September 30, 2022 and December 31, 2021, there were
10,350,000 shares of Class B common stock issued and outstanding.
Holders of Class A common
stock and Class B common stock vote together as a single class on all other matters submitted to a vote of stockholders, except as required
by law; provided that only holders of Class B common stock have the right to vote for the election of directors prior to the Company’s
initial Business Combination.
The shares of Class B
common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis,
subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional
shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the
Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall
convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B
common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A
common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis,
20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all
shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding
any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent units
and its underlying securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder
Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock,
subject to adjustment as provided above, at any time.
The Company may issue additional
common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business
Combination.
THUNDER BRIDGE CAPITAL PARTNERS III INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 9. FAIR VALUE MEASUREMENTS
Fair value is defined as the
price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants
at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable
inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other
than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments
in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable
inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived
from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the
inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair
value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the
fair value measurement.
The following table presents
information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December
31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| |
| | |
September 30, | | |
December 31, | |
Description | |
Level | | |
2022 | | |
2021 | |
Assets: | |
| | |
| | |
| |
Cash and marketable securities held in Trust Account (1) | |
| 1 | | |
$ | 416,271,835 | | |
$ | 414,036,755 | |
| |
| | | |
| | | |
| | |
Liabilities: | |
| | | |
| | | |
| | |
Public Warrants | |
| 1 | | |
| 828,000 | | |
| 6,872,400 | |
Private Placement Warrants | |
| 1 | | |
| 22,660 | | |
| 175,100 | |
Promissory note payable – related party, at fair value | |
| 3 | | |
| 440,000 | | |
| - | |
The warrants are accounted
for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Condensed Balance Sheet. The warrant
liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair
value of warrant liabilities in the Condensed Statement of Operations.
Initial Measurement
The Company established the
initial fair value for the warrants on February 10, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo
simulation model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the
sale of Units (which is inclusive of one share of Class A common stock and one-fifth of one Public Warrant), and (ii) the sale of Private
Placement Units, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated
to shares of Class A common stock subject to possible redemption based on their relative fair values at the initial measurement date.
The Private Placement Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.
THUNDER BRIDGE CAPITAL PARTNERS III INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 9. FAIR VALUE MEASUREMENTS (continued)
Initial Measurement (continued)
The key inputs into the Monte
Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:
| |
February 10, | |
Input | |
2021 | |
Risk-free interest rate | |
| 0.74 | % |
Expected term (years) | |
| 6.5 | |
Expected Volatility | |
| 14.5 | % |
Exercise Price | |
$ | 11.50 | |
Stock price | |
$ | 9.80 | |
The Company’s use of
a Monte Carlo simulation model required the use of subjective assumptions:
| ● | The risk-free interest rate
assumption was based on the 6.5 year yield the yield on the U.S. Treasury notes as of the valuation date that matched the time period
to de-SPAC as of each valuation date. |
| ● | The expected term was simulated
out daily over the expected remaining life of the Public Warrants. The specific remaining life was based on management’s estimated
time to de-SPAC as well as the five-year contractual period that begins once the transaction closes. |
| ● | The expected volatility assumption
was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of
other similar business combinations. An increase in the expected volatility, in isolation, would result in an increase in the fair value
measurement of the warrant liabilities and vice versa. |
| ● | The fair value of the Units,
which each consist of one share of Class A common stock and one-fifth of one Public Warrant, represents the closing price on the measurement
date as observed from the ticker “TBCP”. Based on the applied volatility assumption and the expected term to a business combination
noted above, the Company determined that the risk neutral probability of exceeding the $18.00 redemption value by the start of the exercise
period for the Warrants resulted in a nominal difference in value between the Public Warrants and Private Placement Warrants across the
valuation dates utilized in the Monte Carlo simulation model. |
Therefore, the resulting valuations
for the two classes of Warrants were determined to be equal. On February 10, 2021, the Private Placement Warrants and Public Warrants
were determined to be $1.57 per warrant for aggregate values of $12.6 million and $31.6 million, respectively.
Subsequent Measurement
The Warrants are measured
at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of September 30, 2022 is classified as Level
1 due to the use of an observable market quote in an active market under the ticker “TBCPW”. As the transfer of Private Placement
Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants
having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant
is classified as Level 2, due to the use of observable inputs.
The key inputs into the Monte
Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at the subsequent measurement date:
| |
September 30, | |
Input | |
2022 | |
Risk-free interest rate | |
| 4.06 | % |
Expected term (years) | |
| 5.00 | |
Expected Volatility | |
| 25.4 | % |
Exercise Price | |
$ | 11.50 | |
Stock price | |
$ | 9.85 | |
As of September 30, 2022, the aggregate values of the Private Placement
Warrants and Public Warrants were approximately $851 thousand.
THUNDER BRIDGE CAPITAL PARTNERS III INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 9. FAIR VALUE MEASUREMENTS (continued)
Subsequent Measurement (continued)
The following table presents
the changes in the fair value of warrant liabilities:
| |
Private | | |
| | |
Warrant | |
| |
Placement | | |
Public | | |
Liabilities | |
Fair value as of January 1, 2022 | |
$ | 175,100 | | |
$ | 6,872,400 | | |
$ | 7,047,500 | |
Change in valuation inputs or other assumptions (1) | |
| (152,440 | ) | |
| (6,044,400 | ) | |
| (6,196,840 | ) |
Fair value as of September 30, 2022 | |
$ | 22,660 | | |
$ | 828,000 | | |
$ | 850,660 | |
(1) |
Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Condensed Statement of Operations. |
The following table present
the changes in fair value of the Level 3 Working Capital Loan- related party:
| |
| |
Fair value as of January 1, 2022 | |
$ | - | |
Proceeds received through Working Capital Loan - Related Party | |
| 440,000 | |
Change in fair value | |
| - | |
Fair value as of September 30, 2022 | |
$ | 440,000 | |
There were no transfers in
or out of Level 3 from other levels in the fair value hierarchy during the nine months ended September 30, 2022 for the Working Capital
Loan.