Item 5.07. Submission of Matters to a
Vote of Security Holders.
As previously reported on a Current Report on Form
8-K filed by Thunder Bridge Acquisition II, Ltd., a Cayman Islands exempted company (including its successor after the Domestication (as
defined below), “Thunder Bridge II”), with the U.S. Securities and Exchange Commission (“SEC”)
on December 15, 2020, on December 14, 2020, Thunder Bridge II entered into a Master Transactions Agreement (as amended on May 3, 2021,
the “MTA”) with Thunder Bridge II Surviving Pubco, Inc., a Delaware corporation (“Surviving Pubco”),
TBII Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Surviving Pubco (“TBII Merger Sub”),
ADK Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Surviving Pubco (“ADK Merger Sub”),
ADK Service Provider Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Surviving Pubco (“ADK Service
Provider Merger Sub”), ADK Blocker Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Surviving
Pubco (“ADK Blocker Merger Sub” and collectively with the TBII Merger Sub, ADK Merger Sub and ADK Service Provider Merger
Sub, the “Merger Subs”), Ay Dee Kay LLC, d/b/a indie Semiconductor, a California limited liability company (the “Company”),
the corporate entities listed therein holding membership unites in the Company (the “ADK Blockers”), ADK Service
Provider Holdco LLC, a Delaware limited liability company (“ADK Service Provider Holdco”), and solely in his
capacity as Company Securityholder Representative, Donald McClymont (the “Company Securityholder Representative”).
Pursuant to the MTA, subject to the terms and conditions set forth therein, upon the closing of the transactions contemplated thereby
(the “Closing”): (i) Thunder Bridge II will domesticate into a Delaware corporation (the “Domestication”),
(ii) TBII Merger Sub will merge with and into Thunder Bridge II (the “Thunder Bridge II Merger”) with Thunder
Bridge II being the surviving corporation and pursuant to which Thunder Bridge II equity holders will receive corresponding shares in
Surviving Pubco, (iii) ADK Merger Sub will merge with and into the Company (the “Company Merger”) with the Company
being the surviving limited liability company (in such capacity after the Company Merger, the “Surviving Company”),
(iv) the ADK Blockers will merge with and into ADK Blocker Merger Sub, with ADK Blocker Merger Sub being the surviving limited liability
company (the “Blocker Mergers,”) and (v) ADK Service Provider Merger Sub will merge with and into ADK Service
Provider Holdco, with ADK Service Provider Holdco being the surviving limited liability company (“Service Provider Merger,”
and collectively with the Thunder Bridge II Merger, the Company Merger and the Blocker Mergers, the “Mergers,”
and the Mergers collectively with the other transactions contemplated by the Merger Agreement, the “Transactions”
or the “Business Combination”).
Extraordinary General Meeting of Shareholders
On June 9, 2021, Thunder Bridge II held an extraordinary
general meeting of its shareholders (the “Shareholders Meeting”) at which shareholders voted on the proposals
set forth below, each of which is described in greater detail in the proxy statement/prospectus filed pursuant to Rule 424(b)(3) (File
No. 333-252374-01) filed by Thunder Bridge II with the SEC on May 14, 2021 (the “Prospectus”).
As of May 10, 2021, the record date for the Shareholders
Meeting, there were 34,500,000 Class A ordinary shares issued and outstanding and 8,625,000 Class B ordinary shares issued and outstanding.
At the Shareholders Meeting, there were 26,884,871 shares voted by proxy or in person, and each of the proposals was approved by the shareholders.
The final voting results for each matter submitted to a vote of the shareholders at the Shareholders Meeting are as follows:
The Domestication Proposal — To approve
a resolution to change the corporate structure and domicile of Thunder Bridge II by way of continuation from an exempted company incorporated
under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware, the replacement of the existing
Amended and Restated Memorandum and Articles of Association of Thunder Bridge II with the post-domestication and post-merger Certificate
of Incorporation for Surviving Pubco and the change of name of Thunder Bridge II.
FOR
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AGAINST
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ABSTENTIONS
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24,347,162
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2,511,882
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25,827
|
The Merger Proposal — To approve a
resolution to approve the MTA and the transactions contemplated by the MTA, including the issuance of the merger consideration thereunder.
FOR
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AGAINST
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ABSTENTIONS
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24,346,817
|
|
2,509,627
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28,427
|
The Equity Incentive Plan Proposal —
To approve the 2021 Equity Incentive Plan to be effective after the closing of the Business Combination.
FOR
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AGAINST
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ABSTENTIONS
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24,217,319
|
|
2,604,168
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63,384
|
The Equity Incentive Plan Proposal —
To approve a resolution to elect nine directors to serve staggered terms on Surviving Pubco’s board of directors until the 2022,
2023 and 2024 annual meeting of stockholders of Surviving Pubco, respectively, and until their respective successors are duly elected
and qualified.
NOMINEE
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FOR
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WITHHELD
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2022 Meeting
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Sonalee Parekh
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8,625,000
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0
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Ichiro Aoki
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8,625,000
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0
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Jeffrey Owens
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8,625,000
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0
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2023 Meeting
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William Woodward
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8,625,000
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0
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Karl-Thomas Neumann
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8,625,000
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0
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Diane Brink
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8,625,000
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0
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2024 Meeting
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Donald McClymont
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8,625,000
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0
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Peter Kight
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8,625,000
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0
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David Aldrich
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8,625,000
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0
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The Nasdaq Proposal — To approve,
for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 15,000,000 Class A ordinary shares in a private placement
in connection with the completion of the Business Combination.
FOR
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AGAINST
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ABSTENTIONS
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23,645,083
|
|
3,093,057
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146,731
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The Advisory Charter Proposals — To
approve and adopt, on a non-binding advisory basis, certain differences between Thunder Bridge II’s current Memorandum and Articles
of Association and the proposed charter of Surviving Pubco, which were presented as nine separate sub-proposals.
Advisory Charter Proposal A. To provide that
the total number of shares of all classes of capital stock which Surviving Pubco will have authority to issue is 300,000,000 shares, consisting
of (i) 250,000,000 shares of Class A common stock, par value $0.0001 per share, (ii) 40,000,000 shares of Class V common stock, no par
value, and (iii) 10,000,000 shares of preferred stock, par value $0.0001 per share.
FOR
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AGAINST
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ABSTENTIONS
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20,398,346
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6,355,495
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131,030
|
Advisory Charter Proposal B. To provide that
special meetings of stockholders of Surviving Pubco may be called only (i) by the chairman of the board of directors, (ii) by the chief
executive officer, or (iii) by the secretary acting at the request of a majority of the total number of directors that Surviving Pubco
would have if there were no vacancies.
FOR
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AGAINST
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ABSTENTIONS
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20,332,485
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6,451,719
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100,667
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Advisory Charter Proposal C. To provide that
any action of the stockholders of Surviving Pubco may be taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present
and voted.
FOR
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AGAINST
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ABSTENTIONS
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21,233,350
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5,476,383
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175,138
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Advisory Charter Proposal D. To provide that
Surviving Pubco’s board of directors will be divided into three classes designated as Class I, Class II and Class III.
FOR
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AGAINST
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ABSTENTIONS
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20,029,744
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6,700,791
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154,336
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Advisory Charter Proposal E. To provide that
directors may be elected by the stockholders only at an annual meeting of stockholders by a plurality of the votes cast.
FOR
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AGAINST
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ABSTENTIONS
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20,422,946
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6,384,998
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76,927
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Advisory Charter Proposal F. To provide that
any director may be removed from office at any time, but only for cause, by the affirmative vote of the holders of at least 66⅔%
of the voting power of the outstanding voting capital stock of Surviving Pubco, voting together as a single class.
FOR
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AGAINST
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ABSTENTIONS
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20,877,412
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5,952,020
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55,439
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Advisory Charter Proposal G. To provide that
the affirmative vote of the holders of at least 66⅔% of the voting power of the outstanding voting capital stock of Surviving Pubco,
voting together as a single class, will be required to amend or repeal, or adopt any provision inconsistent with, provisions relating
to calling special meetings of stockholders and stockholder action by written consent. Except as provided in the foregoing, the affirmative
vote of the holders of at least a majority in voting power of the outstanding voting capital stock of Surviving Pubco, voting together
as a single class, will be required to amend, alter, change or repeal, or adopt any provision inconsistent with, certain provisions of
the Certificate of Incorporation, including provisions relating to limiting liability of and indemnifying directors, amending the Certificate
of Incorporation and the forum for certain actions involving Surviving Pubco.
FOR
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AGAINST
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ABSTENTIONS
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20,362,683
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6,461,929
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60,259
|
Advisory Charter Proposal H. To provide that
the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any federal court
located within the State of Delaware, shall be the exclusive forum for certain actions and claims.
FOR
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AGAINST
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ABSTENTIONS
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23,158,078
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3,674,823
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51,970
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Advisory Charter Proposal I. To provide that
Surviving Pubco will not be subject to provisions Section 203 of the Delaware General Corporation Law, which generally prohibits “interested
stockholders” (stockholders holding 15% or more of the outstanding stock) from engaging in business combinations with Surviving
Pubco for a period of time unless certain conditions are met.
FOR
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AGAINST
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ABSTENTIONS
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23,837,462
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2,931,644
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115,765
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The Shareholder Adjournment Proposal —
To approve a resolution to adjourn the Shareholders Meeting to a later date or dates, if necessary to permit further solicitation and
vote of proxies if it is determined by Thunder Bridge II that more time is necessary or appropriate to approve one or more proposals at
the Shareholders Meeting.
FOR
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AGAINST
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ABSTENTIONS
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23,987,061
|
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2,844,916
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52,894
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