UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) ~~OF THE~~ of ~~SECURITIES~~The ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

Date of Report (Date of earliest event reported): July ~~June 15~~3, 2023

Thunder Bridge Capital Partners III, Inc. (Exact name of registrant as specified in its charter)

(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~~, 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)~~

(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
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
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~~Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share	TBCPW	The ~~NASDAQ~~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 35.0108. ~~Notice~~Shareholder ofDirector ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Nominations.

~~On June 15, 2023, Thunder~~To ~~Bridge Capital Partners III, Inc. (~~the ~~“Company”)~~extent ~~received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that~~applicable, ~~for~~ the ~~preceding~~information 30in ~~consecutive business~~Item ~~days,~~8.01 ~~the Company’s Market Value~~ of ~~Listed~~this ~~Securities~~Form ~~(“MVLS”)~~8-K ~~was~~is ~~below~~incorporated ~~the~~by ~~$35~~reference ~~million~~into ~~minimum~~this ~~requirement for~~Item ~~continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”)~~5.08.

~~The~~Item ~~notification received has no immediate effect on the Company’s Nasdaq listing~~8. In accordance with Nasdaq rules, the Company has been provided an initial period of 180 calendar days, or until December 21, 2023 (the “Compliance Date”), to regain compliance with the MVLS Requirement01. ~~If,~~ atOther any time before the Compliance Date, the Company’s MVLS closes at $35 million or more for a minimum of 10 consecutive business days, the Staff will provide the Company written confirmation of compliance with the MVLS RequirementEvents.

~~The~~On July 3, 2023, Thunder Bridge Capital Partners III, Inc. (the “Company”) ~~intends~~announced tothat ~~monitor~~a special meeting of its stockholders will be held in lieu of its 2022 Annual Meeting of Stockholders (the ~~market~~“Meeting”) ~~value~~on Friday, August 4, 2023. The time and location of the Meeting will be as set forth in the Company’s ~~listed~~definitive ~~securities~~proxy statement for the Meeting to be filed with the Securities and ~~may,~~Exchange ifCommission ~~appropriate~~(the “SEC”). Pursuant to the Company’s bylaws (the “Bylaws”), stockholders ~~consider~~seeking ~~available~~to ~~options~~bring business before the Meeting must deliver such proposals to ~~regain~~the ~~compliance~~Company c/o Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, Attention: Benjamin Reichel, no later than July 20, 2023. Any stockholder proposal must also comply with the requirements of Delaware law, the rules and regulations promulgated by the ~~MVLS~~SEC ~~Requirement~~and the Bylaws.

~~Item 9.01 Financial Statements and Exhibits.~~1

~~(d) Exhibits~~SIGNATURES

~~See~~Pursuant to the ~~Exhibit~~requirements of ~~Index~~the ~~below~~Securities Exchange Act of 1934, ~~which~~ isthe ~~incorporated~~registrant has duly caused this report to be signed on its behalf by ~~reference~~the ~~herein~~undersigned hereunto duly authorized.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

THUNDER BRIDGE CAPITAL PARTNERS III, INC.

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

~~[Signature~~Dated: toJuly ~~follow]~~10, 2023

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

Filing Compare · Thunder Bridge Capital Partners III Inc.