Amended Statement of Beneficial Ownership (sc 13d/a)
11 August 2021 - 8:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Thunder
Bridge Capital Partners IV, Inc.
|
(Name
of Issuer)
|
|
Class
A Common Stock, par value $0.0001 per share
|
(Title
of Class of Securities)
|
|
88605L
107
|
(CUSIP
Number)
|
|
Gary
A. Simanson
9912
Georgetown Pike
Suite
D203
Great
Falls, Virginia 22066
Telephone:
(202) 431-0507
|
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
|
|
August
9, 2021
|
(Date
of Event which Requires Filing of this Statement)
|
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section
240.13d-7 for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP
No. 88605L 107
1
|
NAMES
OF REPORTING PERSONS
|
|
|
|
|
TBCP
IV, LLC
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
|
|
WC
|
|
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
|
6,561,251
(1)
|
|
|
|
|
8
|
SHARED
VOTING POWER
|
|
|
0
|
|
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
6,561,251
(1)
|
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
6,561,251
(1)
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
21.7%
|
|
|
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
|
(1)
|
Includes
5,913,196 shares of the Issuer’s Class B common stock, $0.0001 par value (“Class B Common Stock”), which are automatically
convertible into shares of the Issuer’s Class A common stock, $0.0001 par value (“Class A Common Stock” and together
with the Class B Common Stock, the “Common Stock”) at the time of the Issuer’s initial business combination and as
more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration
statement on Form S-1 (File No. 333-254359). TBCP IV, LLC (the “Sponsor”) is controlled by its managing member, Gary A. Simanson.
Mr. Simanson has the sole voting and dispositive power of the securities held by the Sponsor. Mr. Simanson may be deemed to have beneficial
ownership of securities reported herein. Mr. Simanson disclaims any ownership of securities reported herein other than to the extent
of any pecuniary interest he may have therein, directly or indirectly.
|
CUSIP
No. 88605L 107
1
|
NAMES
OF REPORTING PERSONS
|
|
|
|
|
Gary
A. Simanson
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
|
|
WC
|
|
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED
VOTING POWER
|
|
|
6,561,251
(1)
|
|
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
6,561,251
(1)
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
6,561,251
(1)
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
21.7%
|
|
|
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
IN
|
|
|
|
|
|
(1)
|
Includes
5,913,196 shares of the Issuer’s Class B common stock, $0.0001 par value (“Class B Common Stock”), which are automatically
convertible into shares of the Issuer’s Class A common stock, $0.0001 par value (“Class A Common Stock” and together
with the Class B Common Stock, the “Common Stock”) at the time of the Issuer’s initial business combination and as
more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration
statement on Form S-1 (File No. 333-254359). TBCP IV, LLC (the “Sponsor”) is controlled by its managing member, Gary A. Simanson.
Mr. Simanson has the sole voting and dispositive power of the securities held by the Sponsor. Mr. Simanson may be deemed to have beneficial
ownership of securities reported herein. Mr. Simanson disclaims any ownership of securities reported herein other than to the extent
of any pecuniary interest he may have therein, directly or indirectly.
|
Explanatory
Note
This
Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission
(the “SEC”) on July 6, 2021 (the “Schedule 13D”) relating to the Class A common stock and Class A Common Stock
issuable upon conversion of Class B common stock of the Issuer. Capitalized terms used herein without definition shall have the meaning
set forth in the Schedule 13D.
Item
4. Purpose of Transaction.
Item
4 of the Schedule 13D is hereby amended and supplemented by adding the following:
On
August 9, 2021, the Issuer issued an additional 1,152,784 units (the “Over-Allotment Units”) pursuant to the partial exercise
by the underwriter of its over-allotment option in connection with the IPO. Concurrently, the Sponsor also purchased an additional 23,055
Placement Units at a purchase price of $10.00 per Placement Unit, pursuant to the terms of the Subscription Agreement. Each Placement
Unit consists of one share of Class A Common Stock upon the consummation of a business combination, and one-fifth of one warrant (the
“Private Placement Warrants”), each whole warrant exercisable to purchase one share of Class A Common Stock, at an exercise
price of $11.50 per whole share (as described more fully in the Issuer’s Final Prospectus dated June 29, 2021).
On
August 9, 2021, 555,554 shares of Class B common stock were automatically surrendered for no consideration by the Sponsor pursuant to
contractual arrangements under the Subscription Agreement with the Issuer, triggered by the partial exercise of the option of the underwriter
of the Issuer’s IPO to purchase the Over-Allotment Units.
Item
5. Interest in Securities of the Issuer.
Item
5(a) – (c) of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information:
The
aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons (on the basis of a total of 6,561,251 shares
of Common Stock, including 648,055 shares of Class A Common Stock and 5,913,196 shares of Class B Common Stock, outstanding as of August
9, 2021) are as follows:
TBCP
IV, LLC
a)
|
|
|
|
Amount beneficially owned: 6,561,251
|
|
|
Percentage:
21.7
|
%
|
b)
|
|
|
|
Number of shares to which the Reporting Person
has:
|
|
|
|
|
|
|
i.
|
|
Sole power to vote or to direct the vote:
|
|
|
6,561,251
|
|
|
|
ii.
|
|
Shared power to vote or to direct the vote:
|
|
|
0
|
|
|
|
iii.
|
|
Sole power to dispose or to direct the disposition
of:
|
|
|
6,651,251
|
|
|
|
iv.
|
|
Shared power to dispose or to direct the disposition
of:
|
|
|
0
|
|
Gary
A. Simanson
a)
|
|
|
|
Amount beneficially owned: 6,651,251
|
|
|
Percentage:
21.7
|
%
|
b)
|
|
|
|
Number of shares to which the Reporting Person
has:
|
|
|
|
|
|
|
i.
|
|
Sole power to vote or to direct the vote:
|
|
|
0
|
|
|
|
ii.
|
|
Shared power to vote or to direct the vote:
|
|
|
6,651,251
|
|
|
|
iii.
|
|
Sole power to dispose or to direct the disposition
of:
|
|
|
0
|
|
|
|
iv.
|
|
Shared power to dispose or to direct the disposition
of:
|
|
|
6,651,251
|
|
The
Sponsor is controlled by its managing member, Gary A Simanson. Mr. Simanson has the sole voting and dispositive power of the securities
held by the Sponsor. Mr. Simanson accordingly may be deemed to have beneficial ownership of securities reported herein. Mr. Simanson
disclaims any ownership of securities reported herein other than to the extent of any pecuniary interest he may have therein, directly
or indirectly.
(c)
None of the Reporting Persons has effected any transactions of the Issuer’s Common Stock during the 60 days preceding the date
of this report, except as described in Item 4 of this Schedule 13D which information is incorporated herein by reference.
(d)
Not applicable.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item
6 of the Schedule 13D is hereby amended and supplemented to include the following:
The
responses to Item 4 and 5 of this Amendment No. 1 are incorporated by reference into this Item 6.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
August 10, 2021
|
TBCP
IV, LLC
|
|
|
|
|
By:
|
/s/
Gary A. Simanson
|
|
|
Name:
|
Gary A Simanson
|
|
|
Title:
|
Managing Member
|
|
|
|
Date:
August 10, 2021
|
|
|
|
|
|
By:
|
/s/
Gary A. Simanson
|
|
|
Name:
|
Gary A. Simanson
|
6
Thunder Bridge Captial P... (NASDAQ:THCPU)
Historical Stock Chart
From Jun 2024 to Jul 2024
Thunder Bridge Captial P... (NASDAQ:THCPU)
Historical Stock Chart
From Jul 2023 to Jul 2024