THBR SEC filings, in plain English
Everything Thunder Bridge Acquisition II, LTD has filed with the SEC that we hold — 40 filings, newest first, 5 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
The feed
live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
- What changed vs 2020-11-13trust $349.6M → $349.6M +0%
trust account, combination deadline, sponsor loans outstanding +11 moved · 3 with no prior record of ours
- Trust account
- $349.6M$349.6M
- Combination deadline
- 2021-08-13 · unchanged
- Sponsor loans outstanding
- $200Knot matched in this filing
- Redeemable shares
- 32.9Mnot matched in this filing
SpacBrain reads this as $17,433 was added to the trust between the two filings.
The clause …“current assets 168,791 193,025 Other assets Cash and marketable securities held in Trust Account 349,591,759 349,583,138 Total assets $ 349,760,550 $ 349,776,163 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Accounts”…
The clause …“agreement in connection with the Business Combination. The Company will have until August 13, 2021 to consummate a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within 24”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Thunder Bridge Acquisition II, Ltd. ('Thunder Bridge II') filed Amendment No. 3 to its Form S-4; the preliminary proxy statement/prospectus inside is dated May 12, 2021. No explanatory note names the change. It registers shares of Class A common stock and warrants of THUNDER BRIDGE II SURVIVING PUBCO, INC. — the cover carries NO NUMBERS for either, and the prospectus date and mailing date are also blank. Why it matters: 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.
pipenothing moved · 1 with no prior record of ours
- PIPE
- $75.0M · unchanged
The clause …“the Trust Account shall be paid to redeeming shareholders, and that at least $75,000,000 is raised in the PIPE Financing. Such conditions to indie’s obligations to close may be waived by indie in its sole discretion. If the Business”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Thunder Bridge Acquisition II, Ltd. ('Thunder Bridge II') filed Amendment No. 2 to its Form S-4; the preliminary proxy statement/prospectus inside is dated May 4, 2021. No explanatory note names the change. It registers shares of Class A common stock and warrants of Thunder Bridge II Surviving Pubco, Inc. with NO NUMBERS on the cover, and the prospectus and mailing dates are blank. The transaction is a business combination between Thunder Bridge II and Ay Dee Kay, LLC d/b/a indie Semiconductor under a Master Transactions Agreement dated effective December 14, 2020. Why it matters: 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.
pipenothing moved · 1 with no prior record of ours
- PIPE
- $75.0M · unchanged
The clause …“the Trust Account shall be paid to redeeming shareholders, and that at least $75,000,000 is raised in the PIPE Financing. Such conditions to indie’s obligations to close may be waived by indie in its sole discretion. If the Business”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Amendment No. 1 to Form S-4 (Registration No. 333-252374)57 under Thunder Bridge Acquisition II, Ltd.'s record; THE REGISTRANT NAMED ON THE FACING PAGE IS THUNDER BRIDGE II SURVIVING PUBCO, INC., a DELAWARE corporation (marked with an asterisk indicating a jurisdictional footnote), with principal executive offices at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia, and Gary A. Simanson as President and Chief Executive Officer and agent for service; counsel is Nelson Mullins Riley & Scarborough. Why it matters: 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.
pipenothing moved · 1 with no prior record of ours
- PIPE
- $75.0M · unchanged
The clause …“the Trust Account shall be paid to redeeming shareholders, and that at least $75,000,000 is raised in the PIPE Financing. Such conditions to indie’s obligations to close may be waived by indie in its sole discretion. If the Business”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Fiscal 2020 annual report. Cash and marketable securities held in trust were $349,583,138 at December 31, 2020 against $347,460,852 a year earlier, the $2,122,286 increase being trust interest. Cash outside trust fell to $133,695 from $497,549 and the working capital deficit was $733,727, with accounts payable and accrued expenses of $626,752 and a new $300,000 sponsor promissory note. Deferred underwriting was $12,075,000. Redeemable shares were 32,751,669 at $331,774,406, down from 32,897,017, and equity was $5,000,005. Net income was $501,449 on an operating loss of $1,620,837. Why it matters: 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.
What changed vs 2020-03-10trust $347.5M → $349.6M +1%shares 32.9M → 32.8M -0%trust account, redeemable shares, combination deadline +12 moved · 2 with no prior record of ours
- Trust account
- $347.5M$349.6M
- Redeemable shares
- 32.9M32.8M
- Combination deadline
- 2021-08-13 · unchanged
- Mandate language
- We will focus on management teams with a proven track record… · unchanged
SpacBrain reads this as $2,122,286 was added to the trust between the two filings.
The clause …“current assets 193,025 928,843 Other assets Cash and marketable securities held in Trust Account 349,583,138 347,460,852 Total assets $ 349,776,163 $ 348,389,695 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Accounts”…
SpacBrain reads this as 145,348 shares are no longer redeemable.
The clause …“authorized; 1,748,331 and 1,602,983 shares issued and outstanding (excluding 32,751,669 and 32,897,017 shares subject to possible redemption), at December 31, 2020 and 2019, respectively 175 160 Class B ordinary shares, $0.0001 par”…
The clause …“with respect to their founder shares if we fail to complete our initial business combination by August 13, 2021 (although they will be entitled to liquidating distributions from the trust account with respect to any public shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: The ORIGINAL Form S-421 under Thunder Bridge Acquisition II, Ltd.'s record; THE REGISTRANT NAMED ON THE FACING PAGE IS THUNDER BRIDGE II SURVIVING PUBCO, INC., a Delaware corporation (marked with an asterisk indicating a jurisdictional footnote), with principal executive offices at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia, and Gary A. Simanson as President and Chief Executive Officer and agent for service. The registration number is not yet assigned. Why it matters: 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.
pipenothing moved · 1 with no prior record of ours
- PIPE
- not previously extracted$75.0M
The clause …“the Trust Account shall be paid to redeeming shareholders, and that at least $75,000,000 is raised in the PIPE Financing. Such conditions to indie’s obligations to close may be waived by indie in its sole discretion. If the Business”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.