UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington~~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): ~~April~~ 30May 17, 2021

THUNDER BRIDGE ACQUISITION II, LTD.

(Exact name of registrant as specified in its charter)

Cayman Islands*	001-39022	N/A
Cayman Islands	001-39022	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9912 Georgetown Pike

9912 Georgetown Pike, Suite D203

Great Falls, Virginia

22066

(Address of Principal Executive Offices)

(Zip Code)

Suite D203

Great Falls, Virginia 22066

(Address of principal executive offices, including 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))

☐

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-half of one Redeemable Warrant	THBRU	The NASDAQ Stock Market LLC
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant	THBRU	The NASDAQ Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	THBR	The NASDAQ Stock Market LLC
Class A Ordinary Share, par value $0.0001 per share	THBR	The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share	THBRW	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 þ☒

If an emerging growth company, indicate by ~~check~~ 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 47.0201. ~~Non-Reliance~~Regulation ~~on Previously Issued Financial Statements or a Related Auditor Report or Completed Interim Review~~FD.

~~(a)~~As ~~Subsequent~~previously toannounced, ~~the issuance of the~~ Thunder Bridge Acquisition II, Ltd. (~~the~~ “~~Company~~Thunder Bridge II”) ~~consolidated~~announced ~~financial~~a ~~statements~~proposed ~~for~~business combination (the ~~years~~“Business Combination”) ~~ended~~between ~~December~~Thunder ~~31,~~Bridge ~~2020~~II and ~~2019,~~Ay onDee ~~April~~Kay ~~12,~~LLC ~~2021,~~d/b/a ~~the~~indie ~~Staff~~Semiconductor of(“indie ~~the U~~Semiconductor”).S. On ~~Securities~~May ~~and~~17, ~~Exchange~~2021, ~~Commission~~the Company issued ~~public~~a ~~statement~~press ~~“Staff~~release ~~Statement~~attached onas ~~Accounting~~Exhibit 99.1 and ~~Reporting~~incorporated ~~Considerations for Warrants Issued~~ by ~~Special~~reference ~~Purpose~~into ~~Acquisition~~this ~~Companies~~Item ~~(“SPACs”)” (the “Statement”)~~7.01. ~~The~~On ~~Statement~~May 17, ~~clarified~~2021, ~~guidance~~indie ~~for~~Semiconductor ~~all~~released ~~SPAC-related~~a ~~companies~~press ~~regarding~~release ~~the accounting and~~ reporting ~~for~~its ~~their~~first ~~warrants~~quarter ~~that~~2021 ~~could~~financial ~~result~~highlights, inwhich ~~the~~is ~~warrants~~attached ~~issued by SPACs being classified~~ as aExhibit 99.2 ~~liability~~and ~~measured~~incorporated atby ~~fair~~reference ~~value,~~into ~~with~~this ~~non-cash~~Item ~~fair value adjustments recorded in earnings at each reporting period~~7.01.

OnThe ~~April~~information ~~30,~~in ~~2021,~~this ~~the Audit Committee,~~Item ~~after consultation with the Company’s management team~~7.01, ~~concluded~~including ~~that~~ the ~~Company’s~~exhibits ~~audited~~attached ~~financial statements for the years ended December 31~~hereto, ~~2020~~shall ~~and~~not ~~2019,~~be ~~its~~deemed ~~unaudited~~“filed” ~~financial statements~~ for ~~the~~purposes ~~three~~of ~~and~~Section ~~nine~~18 ~~months~~of ~~ended September 30, 2020 and 2019, unaudited financial statements for~~ the ~~three~~Exchange ~~and six months ended June 30~~Act, ~~2020 unaudited financial statements for the three months ended~~ ~~March~~or ~~31,~~otherwise ~~2020,~~subject ~~its~~to ~~unaudited interim financial statements for~~ the ~~periods~~liabilities ~~from February 13, 2019 (date~~ of ~~inception)~~that ~~through June 30~~section, ~~2019,~~ ~~its~~nor ~~audited~~shall ~~balance~~it ~~sheet~~be asdeemed ofincorporated ~~February~~by ~~26,~~reference ~~2019~~in ~~(collectively,~~any ~~the~~filing ~~“Non-Reliance~~under ~~Periods”), as reported in~~ the ~~Company’s~~Securities ~~Annual~~Act ~~Reports~~or on Form 10-K filed on March 10, 20201 and February 24, 2021, Quarterly Reports on Form 10-Q filed on November 13, 2019, May 14, 2020, August 13, 2020 and November 13, 2020, and Current Report on Form 8-K filed on August 19, 2019, should no longer be relied upon based on the ~~facts~~Exchange ~~described below. Similarly~~Act, ~~any~~except ~~previously~~as ~~furnished~~expressly orset ~~filed~~forth ~~reports,~~by ~~earnings,~~specific ~~releases,~~reference ~~guidance,~~in ~~investor presentations,~~such ~~or similar communications regarding the Non-Reliance Periods should also not be relied upon~~filing.

~~The~~Additional ~~Company~~Information ~~has~~about ~~determined that~~ the ~~warrants~~ ~~should~~Transaction beand ~~accounted~~Where ~~for~~to ~~as liabilities measured at fair value, with non-cash fair value adjustments recorded in earnings at each~~Find ~~reporting period.~~It

~~As a~~In ~~result,~~connection with the ~~Company~~proposed ~~today~~business iscombination, ~~announcing~~on ~~that~~January it25, 2021, ~~will~~Thunder ~~restate~~Bridge ~~its~~Acquisition ~~historical~~II ~~financial~~filed ~~results~~with ~~for~~ the ~~Non-Reliance Periods~~ U.S. Securities and Exchange Commission (“SEC”) a registration statement toon ~~reflect~~Form ~~the~~S-4 ~~change~~(SEC inFile ~~accounting~~No. ~~treatment~~252374) (the “~~Restatement~~Form S-4”), which includes a proxy statement/prospectus, which was amended on March 23, May 4, May 10, and May 12, 2021. The ~~Company~~Form ~~plans~~S-4 towas ~~file~~declared effective on May 14, 2021, and the ~~Form 10-K~~definitive proxy statement/~~A for~~prospectus ~~the~~and ~~year~~other ~~ended~~proxy ~~December 31,~~materials ~~2020~~are being mailed to ~~reflect~~Thunder Bridge Acquisition II’s shareholders of record as of the ~~Restatement~~close ~~subsequent~~of tobusiness on ~~filing~~May ~~this~~10, ~~Form 8-K~~2021. ~~The~~Before ~~Company~~making any voting or investment decision, Thunder Bridge Acquisition II’s ~~prior~~shareholders and other interested ~~accounting~~persons ~~for~~are urged to read the ~~warrants~~Form S-4, as ~~components~~amended, ofthe ~~equity~~definitive ~~instead~~proxy ofstatement/prospectus included in the Form S-4, and documents incorporated by reference therein filed in connection with the proposed business combination, as ~~derivative~~these ~~liabilities~~materials ~~did~~contain ~~not~~important ~~have~~information about ~~any~~indie, ~~effect~~Thunder onBridge Acquisition II and the ~~Company~~proposed business combination. The documents filed by Thunder Bridge Acquisition II with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov or by directing a request to Thunder Bridge ~~previously~~Acquisition ~~reported~~II, ~~operating~~Ltd., ~~expenses~~9912 Georgetown Pike, ~~cash~~Suite ~~flows~~D203, Great Falls, Virginia, 22066, Attention: Secretary, or ~~cash~~by calling (202) 431-0507.

~~The~~Participants ~~Company’s management is also~~ in the ~~process of re-assessing the effectiveness of the Company’s internal control over financial reporting and its disclosure controls and procedures.~~Solicitation

~~The~~indie ~~Audit~~Semiconductor ~~Committee~~and Thunder Bridge Acquisition II and ~~management~~their respective ~~have~~directors ~~discussed~~and executive officers and certain other members of management and employees may be deemed “participants” in the solicitation ~~matters~~of ~~disclosed~~proxies ~~pursuant~~from Thunder Bridge Acquisition II shareholders with respect to ~~this~~the ~~Item~~business 4combination.~~02(~~ A list of the names of those directors and executive officers and a) ~~with~~description ~~Grant~~of ~~Thornton~~their ~~LLP~~interests in Thunder Bridge Acquisition II or indie Semiconductor is set forth in the proxy statement/prospectus for the proposed business combination included in the Form S-4, ~~its~~which ~~independent~~is ~~public~~available ~~accounting~~at www.sec.gov. Information ~~firm~~about Thunder Bridge Acquisition II’s directors and executive officers and their ownership of Thunder Bridge Acquisition II ordinary shares is set forth in Thunder Bridge Acquisition II prospectus, dated August 9, 2019 and in the proxy statement/prospectus ~~Grant~~included ~~Thornton~~in ~~concurred~~the Form S-4, as may be modified or supplemented by any Form 3 or Form 4 filed with the ~~statements~~SEC ~~made~~since ~~under~~the ~~this~~date ~~Item~~of 4such filings.~~02(a)~~ These documents can be obtained free of charge from www.sec.gov.

~~SIGNATURE~~1

~~Pursuant~~Forward toLooking ~~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.~~Statements

	THUNDER BRIDGE ACQUISITION II, LTD.
	By:	/s/ Gary A. Simanson
		Name: Gary A. Simanson
		Title: President Chief Executive Officer
Dated: April 30, 2021

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about our intentions to merge with Thunder Bridge Acquisition II; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements. In addition to factors previously disclosed in Thunder Bridge Acquisition II’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: inability to meet the closing conditions to the business combination, including the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement; the delay in obtaining Nasdaq approval of the transaction; the inability to complete the transactions contemplated by the definitive agreement due to the failure to obtain approval of Thunder Bridge Acquisition II’s shareholders; and other risks and uncertainties indicated in the proxy statement/prospectus relating to the proposed business combination, including those under “Risk Factors” therein, and in Thunder Bridge Acquisition II’s other filings with the SEC. Indie cautions that the foregoing list of factors is not exclusive.

All information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication except as required by law.

No Offer or Solicitation

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities nor shall it constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

99.1		Press Release, dated May 17, 2021
99.2		Press Release, dated May 17, 2021

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.

	THUNDER BRIDGE ACQUISITION II, LTD.

	By:	/s/ Gary A. Simanson
		Name: Gary A. Simanson
		Title: Chief Executive Officer

Dated: May 17, 2021

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