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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): December 7, 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 8.01 Other Events.
As previously reported, on August
7, 2023, the stockholders of Thunder Bridge Capital Partners III, Inc. (the “Company”) approved an amendment to the Company’s
Amended and Restated Certificate of Incorporation (as amended and currently in effect, the “Charter”) to extend the deadline
by which the Company must complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses (a “Business Combination”) from August 10, 2023 to February 10, 2024 (or such earlier
date as determined by the Company’s board of directors (the “Board”)) (such date, the “Extended Date”).
On December 7, 2023, the Board
determined that the Company will be unable to consummate a Business Combination by the Extended Date. Consequently, the Board has determined
the Company will (i) cease all operations except for the purpose of winding up as soon as practicable, (ii) as promptly as reasonably
possible redeem the shares of Class A common stock (the “Public Shares”) that were included in the units issued in the Company’s
initial public offering (the “IPO”) at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the trust account established in connection with the IPO (the “Trust Account”) including interest earned on the funds held
in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law (the “Redemption”),
and (iii) as promptly as reasonably possible following the Redemption, subject to the approval of the Company’s remaining stockholders,
liquidate the funds held in the Trust Account (the “Liquidation”) and dissolve the Company (the “Dissolution”),
subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
TBCP III, LLC, the Company’s sponsor, has agreed to waive its redemption rights with respect to the shares of Class B common stock
of the Company issued prior to the IPO, including shares of the Company’s Class A common stock issued upon conversion of the Class
B common stock.
In order to provide for the disbursement
of funds from the Trust Account, the Company has instructed Continental Stock Transfer & Trust Company (“Continental”),
as its trustee, to take all necessary actions to effect the Liquidation. The proceeds thereof, less $100,000 of interest to pay dissolution
expenses and net of taxes payable, will be held in a trust operating account while awaiting disbursement to the holders of the Public
Shares. The Company expects to redeem all of the outstanding Public Shares for an estimated redemption price of approximately $10.22 per
share (the “Redemption Amount”) after the payment of up to $100,000 of dissolution expenses, but before the payment of taxes.
All other costs and expenses associated with implementing the Dissolution will be funded from proceeds held outside of the Trust Account.
Record holders of Public Shares will receive their pro rata portion of the proceeds of the Trust Account by delivering their Public Shares
to Continental, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will
not need to take any action in order to receive the Redemption Amount. The Redemption Amount is expected to be paid out within ten business
days of December 11, 2023.
The Company expects that the Nasdaq
Stock Market LLC will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist
the Company’s securities after the last day of trading on December 11, 2023. The Company thereafter intends to file a Form 15 with
the Commission to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.
On December 7, 2023, the Company
issued a press release announcing the Redemption, Liquidation and Dissolution. A copy of the press release is attached as Exhibit 99.1
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed herewith:
Exhibit No. |
|
Description of Exhibits |
99.1 |
|
Press Release dated December 7, 2023. |
104.1 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: December 7, 2023
|
THUNDER BRIDGE CAPITAL PARTNERS III, INC. |
|
By: |
/s/ Gary A. Simanson |
|
Name: |
Gary A. Simanson |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Thunder Bridge Capital Partners III, Inc. Announces
its Intention to Liquidate
New
York, New York, December 7, 2023 -- Thunder Bridge Capital Partners III, Inc. (NASDAQ: TBCPU) (the “Company”) announced
today that the board of directors of the Company (the “Board”) has determined that the Company cannot complete a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business
Combination”) by February 10, 2024, the deadline by which the Company has to consummate such Business Combination under its Amended
and Restated Certificate of Incorporation, as amended.
Consequently, the Board has determined that
the Company will (i) cease all operations except for the purpose of winding up as soon as practicable, (ii) as promptly as reasonably
possible redeem the shares of its Class A common stock (the “Public Shares”) that were included in the units issued in the
Company’s initial public offering (the “IPO”) at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account established in connection with the IPO (the “Trust Account”) including interest earned on
the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay
dissolution expenses), divided by the number of outstanding Public Shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law (the “Redemption”),
and (iii) as promptly as reasonably possible following the Redemption, subject to the approval of the Company’s remaining stockholders,
liquidate the funds held in the Trust Account (the “Liquidation”) and dissolve the Company (the “Dissolution”),
subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
TBCP III, LLC, the Company’s sponsor, has agreed to waive its redemption rights with respect to the shares of the Company’s
Class B common stock issued prior to the IPO, including shares of the Company’s Class A common stock issued upon conversion of such
Class B common stock.
In order to provide for the disbursement of
funds from the Trust Account, the Company has instructed Continental Stock Transfer & Trust Company (“Continental”), as
its trustee, to take all necessary actions to effect the Liquidation. The proceeds thereof, less $100,000 of interest to pay dissolution
expenses and net of taxes payable, will be held in a trust operating account while awaiting disbursement to the holders of the Public
Shares. The Company expects to redeem all of the outstanding Public Shares for an estimated redemption price of approximately $10.22 per
share (the “Redemption Amount”) after the payment of up to $100,000 of dissolution expenses, but before the payment of taxes.
All other costs and expenses associated with implementing the Dissolution will be funded from proceeds held outside of the Trust Account.
Record holders of Public Shares will receive their pro rata portion of the proceeds of the Trust Account by delivering their Public Shares
to Continental, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will
not need to take any action in order to receive the Redemption Amount. The Redemption Amount is expected to be paid out within ten business
days of December 11, 2023.
The Company expects that the Nasdaq Stock Market
LLC will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist its securities
after the last day of trading on December 11, 2023. The Company thereafter intends to file a Form 15 with the Commission to suspend its
reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934.
About the Company
The Company is a blank check company, also commonly
referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a Business Combination.
Forward Looking Statements
This press release contains statements that
may constitute “forward-looking statements”. Forward-looking statements are subject to numerous conditions, many of which
are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s public filings with
the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
Contact
Gary A. Simanson
gsimanson@thunderbridge.us
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