Thunder Bridge Acquisition II, LTD

The registered amounts are blank on this cover, so this version sets no dilution ceiling, and no meeting or mailing date is fixed either. The registrant of the securities is a newly formed Delaware entity, Thunder Bridge II Surviving Pubco, Inc., rather than the SPAC itself, so the securities being registered are the new holding company's. The operative instrument is a Master Transactions Agreement rather than a merger agreement, which usually signals a multi-party, multi-step structure.

As with the amendment that follows, no registered amounts, meeting date or mailing date are fixed by this version. The securities registered belong to a newly formed Delaware holding company rather than to the SPAC. The Cayman-to-Delaware continuation is a step that completes simultaneously with closing rather than in advance of it, so it does not create a separate earlier deadline.

The registrant is the newly formed Delaware holding company, not the Cayman SPAC — which matters because the securities registered are the holding company's and the post-closing shareholder rights will be governed by Delaware law. The asterisk on the jurisdiction flags a footnote not reached here. No deal term should be attributed to this filing.

A deal is on the table: a Master Transactions Agreement signed December 14, 2020 to combine with indie Semiconductor. That explains the jump in accrued expenses and the first sponsor note. No substantial-doubt language is asserted; management says available cash is sufficient only to operate until August 13, 2021, which is also the hard business-combination deadline, so the runway and the deadline are the same date. Trust equates to roughly $10.13 per public share, above the $10.00 IPO price.

This is the baseline of the registration statement, and the registrant is the newly formed Delaware holding company rather than the Cayman SPAC — the securities registered are the holding company's, and Delaware law will govern shareholder rights after closing. No deal term should be attributed to this filing beyond the registrant's identity.

MD&A states nine-month net income of $1,752,792 while the cash-flow statement and the arithmetic (interest $2,113,474 less costs $540,682) both give $1,572,792 - transposed digits inside one document. Unlike most 2019-20 shells, Thunder Bridge II holds the $5,000,001 floor by moving share COUNT out of temporary equity rather than by discounting the price, so its $10.13 carrying value equals trust per share. The trust figure is as of September 30, 2020, and the sponsor is now funding operations.