Item 8.01 Other Events.
On or about June 1, 2023,
Thunder Bridge Capital Partners IV, Inc. (the “Company”) mailed proxy materials to its stockholders, in connection with a
special meeting in lieu of an annual meeting of stockholders of the Company, to be held on June 21, 2023 (the “Meeting”).
In connection with the Meeting, the stockholders holding shares of the Company’s common stock that were issued in the Company’s
initial public offering (the “Public Shares”) will be entitled to elect to redeem their Public Shares for a pro rata amount
of the funds held in the trust account set up by the Company in connection with the consummation of its initial public offering that contains
the net proceeds of the sale of the Public Shares and concurrent private placement (the “Trust Account”), net of accrued interest
removable to pay taxes.
Pursuant to the Inflation
Reduction Act of 2022, a U.S. federal excise tax has been imposed on certain repurchases (including redemptions) of stock by publicly
traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is
imposed on the repurchasing corporation and not on its stockholders. The amount of the excise tax is equal to 1% of the fair market value
of the shares repurchased at the time of the repurchase, subject to certain exceptions and carveouts. Accordingly, redemptions of our
Public Shares in connection with the Meeting may subject the Company to pay the excise tax.
In the event the Company
is required to pay the excise tax, it will not withdraw any amounts from the Trust Account, including interest earned on the Trust Account,
to pay for any excise tax that may be due.
Additional Information and Where to Find It
On May 31, 2023, the Company
filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement (the “Proxy Statement”)
in connection with the Meeting and, beginning on June 1, 2023, mailed the Proxy Statement and other relevant documents to its stockholders
as of the May 10, 2023 record date for the Meeting. The Company’s stockholders and other interested persons are advised to read
the Proxy Statement and any other relevant documents that have been or will be filed with the SEC in connection with the Company’s
solicitation of proxies for the Meeting because these documents will contain important information about the Company, the proposed extension
of the term of the Company, and related matters. Stockholders may also obtain a free copy of the Proxy Statement, as well as other relevant
documents that have been or will be filed with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing
a request to Morrow Sodali LLC at (800) 662-5200 (toll free) or by email at THCP.info@investor.morrowsodali.com.
Participants in Solicitation
The Company and its directors
and executive officers may be deemed participants in the solicitation of proxies from its stockholders with respect to Meeting. A list
of the names of those directors and executive officers is available in its annual report on Form 10-K filed with the SEC on March 31,
2023. Additional information regarding the interests of the participants in the proxy solicitation is contained in the proxy materials.
Forward-Looking Statements
This Current Report on Form
8-K contains, and certain oral statements made by representatives of the Company from time to time may include, “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by words
such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,”
“believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning.
Such forward-looking statements are based upon the current beliefs and expectations of the Company’s management and are inherently
subject to significant risks, uncertainties and other factors, many of which are difficult to predict and generally beyond the Company’s
control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.
You are cautioned not to
place undue reliance on forward-looking statements. All information set forth herein speaks only as of the date hereof and we disclaim
any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.
No Offer or Solicitation
This Current Report on Form
8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Meeting.
This Current Report on Form 8-K also shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
