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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): June 21, 2023
Thunder Bridge Capital Partners IV, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40555 | 86-1826129 | ||
| (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, including zip code)
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 | THCPU | The NASDAQ Stock Market LLC | ||
| Class A Common Stock, par value $0.0001 per share | THCP | The NASDAQ Stock Market LLC | ||
| Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | THCPW | 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 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year
On June 21, 2023, Thunder Bridge Capital Partners IV, Inc. (the “Company”) held a special meeting of its stockholders in lieu of an annual meeting of stockholders (the “Meeting”). At the Meeting, the Extension Amendment Proposal (as defined below) and the Founder Share Amendment Proposal (as defined below) to amend the Company’s amended and restated certificate of incorporation (“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 June 22, 2023. The terms of the Charter Amendment are set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 31, 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 an initial business combination from July 2, 2023 to July 2, 2024 (or such earlier date as determined by the Board) by amending the Company’s amended and restated certificate of incorporation (the “Extension Amendment Proposal”).
Also at the Meeting, the Company’s stockholders were presented with a proposal to amend the Company’s amended and restated certificate of incorporation to provide for the right of a holder of shares of Class B common stock of the Company to convert such shares into shares of Class A common stock on a one-for-one basis prior to the closing of a business combination (the “Founder Share Amendment Proposal”).
Also at the Meeting, the Company’s stockholders were presented with a proposal to ratify the selection by the 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 Company’s amended and restated certificate of incorporation, the approval of the Extension Amendment Proposal requires the affirmative vote of holders of at least 65% of our outstanding shares of common stock (the “Common Stock”) who attend and vote at the Meeting with a quorum.
The Extension Amendment Proposal was approved with the following vote from the holders of Common Stock:
| For | Against | Abstentions | ||
| 22,947,061 | 106,938 | 0 |
Set forth below are the final voting results for the Founder Share Amendment Proposal. Pursuant to the Company’s amended and restated certificate of incorporation, the approval of the Founder Share Amendment Proposal requires the affirmative vote of the majority of the votes cast by holders of Common Stock present (including virtually) or represented by proxy who vote at the Meeting with a quorum.
The Founder Share Amendment Proposal was approved with the following vote from the holders of Common Stock:
| For | Against | Abstentions | ||
| 22,945,051 | 108,938 | 10 |
Set forth below are the final voting results for the Auditor Ratification Proposal. Pursuant to the Company’s amended and restated certificate of incorporation, the approval of the Auditor Ratification Proposal requires the affirmative vote of the majority of the votes cast by holders of Common Stock present (including virtually) or represented by proxy who vote at the Meeting with a quorum.
The Auditor Ratification Proposal was approved with the following vote from the holders of Common Stock:
| For | Against | Abstentions | ||
| 25,238,405 | 105,938 | 0 |
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.
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: June 22, 2023
| THUNDER BRIDGE CAPITAL PARTNERS IV, INC. | ||
| By: | /s/ Gary A. Simanson | |
| Name: | Gary A. Simanson | |
| Title: | Chief Executive Officer | |
3
Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
THUNDER BRIDGE CAPITAL PARTNERS IV, INC.
Pursuant to Section 242 of the
Delaware General Corporation Law
Thunder Bridge Capital Partners IV, 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 IV, Inc. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on January 7, 2021 (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 June 29, 2021 (the “Amended and Restated Certificate of Incorporation”). |
| 2. | This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation. |
| 3. | This 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 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 March 16, 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 July 2, 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 business (including filing for corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open) (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 IV, Inc. has caused this Amendment to the Amended and Restated Certificate of Incorporation to be duly executed in its name and on its behalf by an authorized officer as of this 22nd day of June, 2023.
| THUNDER BRIDGE CAPITAL PARTNERS IV, INC. | ||
| By: | /s/ Gary A. Simanson | |
| Name: | Gary A. Simanson | |
| Title: | Chief Executive Officer, President and Director | |