Current Report Filing (8-k)
31 March 2021 - 7:53AM
Edgar (US Regulatory)
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): March
30, 2021 (March 26, 2021)
Thunder Bridge Capital Partners III INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-399998
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85-1445798
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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9912 Georgetown Pike
Suite D203
Great Falls, Virginia 22066
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: +1(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one share of Class A Common Stock and one-fifth of one Redeemable Warrant
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TBCPU
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The NASDAQ Stock Market LLC
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Class A Common Stock, par value $0.0001 per share
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TBCP
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The NASDAQ Stock Market LLC
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Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share
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TBCPW
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The NASDAQ Stock Market LLC
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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 þ
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 8.01 Other Events.
Separate Trading of Units, Class
A Common Stock and Warrants
As previously reported
on a Current Report on Form 8-K of Thunder Bridge Capital Partners III Inc. (the “Company”), filed on February 10,
2021, the Company consummated its initial public offering (the “IPO”) of an aggregate of 41,400,000 units (the “Units”),
including 5,400,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option. Each Unit consists
of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-fifth
of one redeemable warrant of the Company (the “Warrants”), with each whole Warrant entitling the holder thereof to
purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $414,000,000.
On March 26, 2021,
the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing
that the holders of the Units may elect to separately trade the Class A Common Stock and Warrants comprising the Units commencing
on March 29, 2021. Those Units not separated will continue to trade on the Nasdaq Capital Market under the symbol “TBCPU”,
and the Class A Common Stock and Warrants that are separated will trade on the Nasdaq Capital Market under the symbols “TBCP”
and “TBCPW,” respectively. No fractional warrants will be issued upon separation of the Units and only whole Warrants
will trade. Holders of the Units will need to instruct their brokers to contact Continental Stock Transfer & Trust Company,
the Company’s transfer agent, in order to separate their Units into shares of Class A Common Stock and Warrants.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits. The following exhibit is filed with this Form 8-K:
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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.
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THUNDER BRIDGE CAPITAL PARTNERS III INC.
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By:
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/s/ Gary A. Simanson
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Name:
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Gary A. Simanson
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Title:
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Chief Executive Officer
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Dated: March 30, 2021
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