Thunder Bridge Capital Partners III, Inc. Announces its Intention to Liquidate
08 December 2023 - 9:15AM
Thunder Bridge Capital Partners III, Inc. (NASDAQ: TBCPU) (the
“Company”) announced today that the board of directors of the
Company (the “Board”) has determined that the Company cannot
complete a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses (a “Business Combination”) by February 10, 2024,
the deadline by which the Company has to consummate such Business
Combination under its Amended and Restated Certificate of
Incorporation, as amended.
Consequently, the Board has determined that the
Company will (i) cease all operations except for the purpose of
winding up as soon as practicable, (ii) as promptly as reasonably
possible redeem the shares of its Class A common stock (the “Public
Shares”) that were included in the units issued in the Company’s
initial public offering (the “IPO”) at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust
account established in connection with the IPO (the “Trust
Account”) including interest earned on the funds held in the Trust
Account and not previously released to the Company to pay its taxes
(less up to $100,000 of interest to pay dissolution expenses),
divided by the number of outstanding Public Shares, which
redemption will completely extinguish public stockholders’ rights
as stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law (the
“Redemption”), and (iii) as promptly as reasonably possible
following the Redemption, subject to the approval of the Company’s
remaining stockholders, liquidate the funds held in the Trust
Account (the “Liquidation”) and dissolve the Company (the
“Dissolution”), subject in each case to its obligations under
Delaware law to provide for claims of creditors and the
requirements of other applicable law. There will be no redemption
rights or liquidating distributions with respect to the Company’s
warrants, which will expire worthless. TBCP III, LLC, the Company’s
sponsor, has agreed to waive its redemption rights with respect to
the shares of the Company’s Class B common stock issued prior to
the IPO, including shares of the Company’s Class A common stock
issued upon conversion of such Class B common stock.
In order to provide for the disbursement of
funds from the Trust Account, the Company has instructed
Continental Stock Transfer & Trust Company (“Continental”), as
its trustee, to take all necessary actions to effect the
Liquidation. The proceeds thereof, less $100,000 of interest to pay
dissolution expenses and net of taxes payable, will be held in a
trust operating account while awaiting disbursement to the holders
of the Public Shares. The Company expects to redeem all of the
outstanding Public Shares for an estimated redemption price of
approximately $10.22 per share (the “Redemption Amount”) after the
payment of up to $100,000 of dissolution expenses, but before the
payment of taxes. All other costs and expenses associated with
implementing the Dissolution will be funded from proceeds held
outside of the Trust Account. Record holders of Public Shares will
receive their pro rata portion of the proceeds of the Trust Account
by delivering their Public Shares to Continental, the Company’s
transfer agent. Beneficial owners of Public Shares held in “street
name,” however, will not need to take any action in order to
receive the Redemption Amount. The Redemption Amount is expected to
be paid out within ten business days of December 11, 2023.
The Company expects that the Nasdaq Stock Market
LLC will file a Form 25 with the United States Securities and
Exchange Commission (the “Commission”) to delist its securities
after the last day of trading on December 11, 2023. The Company
thereafter intends to file a Form 15 with the Commission to suspend
its reporting obligations under Sections 13 and 15(d) of the
Securities Exchange Act of 1934.
About the Company
The Company is a blank check company, also
commonly referred to as a special purpose acquisition company, or
SPAC, formed for the purpose of effecting a Business
Combination.
Forward Looking Statements
This press release contains statements that may
constitute “forward-looking statements”. Forward-looking statements
are subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the Risk
Factors section of the Company’s public filings with the SEC.
Copies are available on the SEC’s website, www.sec.gov. The Company
undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by
law.
ContactGary A.
Simansongsimanson@thunderbridge.us
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