TBCPU Thunder Bridge Capital Partners III Inc

 

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.

 

(d)

Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit No.		Description of Exhibits
3.1		Amendment to Amended and Restated Certificate of Incorporation of the Company.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

[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 4^th day of August, 2023.

 

		THUNDER BRIDGE CAPITAL PARTNERS III, INC.
		By:		/s/ Gary A. Simanson
		Name:		Gary A. Simanson
		Title:		Chief Executive Officer, President and Director

 

 

v3.23.2

Cover	Aug. 04, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 04, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-39998
Entity Registrant Name	Thunder Bridge Capital Partners III, Inc.
Entity Central Index Key	0001815753
Entity Tax Identification Number	85-1445798
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9912 Georgetown Pike
Entity Address, Address Line Two	Suite D203
Entity Address, City or Town	Great Falls
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22066
City Area Code	202
Local Phone Number	431-0507
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A Common Stock and one-fifth of one redeemable Warrant
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-fifth of one redeemable Warrant
Trading Symbol	TBCPU
Security Exchange Name	NASDAQ
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	TBCP
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	TBCPW
Security Exchange Name	NASDAQ

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