indie Semiconductor (INDI) 10-Q 2024 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

___________________________________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 001-40481

___________________________________________________________________

INDIE SEMICONDUCTOR, INC.

___________________________________________________________________

(Exact name of registrant as specified in its charter)

Delaware	88-1735159
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
32 Journey Aliso Viejo, California	92656
(Address of Principal Executive Offices)	(Zip Code)

(949) 608-0854

Registrant’s telephone number, including area code

___________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	INDI	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  x   No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

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.

o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes   o     No  x

The number of shares outstanding of the registrant’s Class A and Class V common stock as of August 6, 2024 was 179,371,900 (excluding 1,725,000 Class A shares held in escrow) and 18,044,328, respectively.

INDIE SEMICONDUCTOR, INC.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2024

Table of Contents

		Page
Part I. Financial Information		2
Item 1.	Condensed Consolidated Financial Statements as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023 (Unaudited)	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Loss	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity and Noncontrolling Interest	5
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Unaudited Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41
Part II. Other Information		43
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	43
Signatures		45

1

FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” (within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended). Such statements include, but are not limited to, statements regarding the Company’s future business and financial performance and prospects, and other statements identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of the Company’s 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 anticipated results or other expectations expressed in or implied by such forward-looking statements as a result of various factors, including, among others, the following: macroeconomic conditions, including inflation, rising interest rates and volatility in the credit and financial markets; the Company’s reliance on contract manufacturing and outsourced supply chain and the availability of semiconductors and manufacturing capacity; competitive products and pricing pressures; the Company’s ability to win competitive bid selection processes and achieve additional design wins; the impact of any acquisitions the Company has made or may make, including its ability to successfully integrate acquired businesses and risks that the anticipated benefits of any acquisitions may not be fully realized or take longer to realize than expected; management’s ability to develop, market and gain acceptance for new and enhanced products and expand into new technologies and markets; trade restrictions and trade tensions; political or economic instability in the Company’s target markets; and the impact of the ongoing conflict in Ukraine and the Middle East; and additional factors disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 29, 2024 (including those identified under “Risk Factors” therein), as such risk factors may be amended, supplemented or superseded from time to time in the Company’s other public reports filed 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 the Company disclaims any intention or obligation to update any forward-looking statements made in this report or in its other public filings, whether as a result of new information, future events or otherwise, except as required by law.

References in this Quarterly Report on Form 10-Q to “indie,” the “Company,” “we,” “us,” and “our” refer to indie Semiconductor, Inc., a Delaware corporation, and its consolidated subsidiaries, or (in the case of references prior to the consummation of the business combination (the “Transaction”) with Thunder Bridge Acquisition II, Ltd. (“TB2”) in June 2021) to our predecessor Ay Dee Kay, LLC, a California limited liability company (“ADK LLC”). All references to U.S. dollar amounts are in thousands, other than share amounts, per share amount or the context otherwise requires.

1

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INDIE SEMICONDUCTOR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share amounts)

(Unaudited)

	June 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	112,347	$	151,678
Restricted cash	10,300		—
Accounts receivable, net of allowance for doubtful accounts of $510 and $192 for June 30, 2024 and December 31, 2023, respectively	58,074		63,602
Inventory, net	42,464		33,141
Prepaid expenses and other current assets	24,371		23,399
Total current assets	247,556		271,820
Property and equipment, net	33,511		26,966
Intangible assets, net	205,402		208,134
Goodwill	289,276		295,096
Operating lease right-of-use assets	14,481		13,790
Other assets and deposits	7,100		3,070
Total assets	$	797,326	$	818,876
Liabilities and stockholders' equity
Accounts payable	$	26,525	$	18,405
Accrued payroll liabilities	9,200		6,621
Contingent consideration	13,149		83,903
Accrued expenses and other current liabilities	27,595		21,411
Intangible asset contract liability	4,089		4,429
Current debt obligations	12,586		4,106
Total current liabilities	93,144		138,875
Long-term debt, net of current portion	157,263		156,735
Intangible asset contract liability, net of current portion	11,246		—
Deferred tax liabilities, non-current	12,996		13,696
Operating lease liability, non-current	11,393		10,850
Other long-term liabilities	8,651		21,695
Total liabilities	294,693		341,851
Commitments and contingencies (Note 17)
Stockholders' equity
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued or outstanding	—		—
Class A common stock, $0.0001 par value, 400,000,000 shares authorized, 178,276,607 and 164,979,958 shares issued, 176,542,919 and 163,193,278 shares outstanding as of June 30, 2024 and December 31, 2023, respectively.	18		16
Class V common stock, $0.0001 par value, 40,000,000 shares authorized, 18,044,332 and 18,694,332 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.	2		2
Additional paid-in capital	896,220		813,742
Accumulated deficit	(411,780)		(361,441)
Accumulated other comprehensive loss	(13,750)		(6,170)
indie's stockholders' equity	470,710		446,149
Noncontrolling interest	31,923		30,876
Total stockholders' equity	502,633		477,025
Total liabilities and stockholders' equity	$	797,326	$	818,876

See accompanying notes to the condensed consolidated financial statements.

2

INDIE SEMICONDUCTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue:
Product revenue	$	49,009	$	45,455	$	97,587	$	79,108
Contract revenue	3,346		6,653		7,121		13,452
Total revenue	52,355		52,108		104,708		92,560
Operating expenses:
Cost of goods sold	30,241		32,127		60,330		56,183
Research and development	41,301		42,069		90,890		78,632
Selling, general, and administrative	17,447		18,637		39,769		35,451
Total operating expenses	88,989		92,833		190,989		170,266
Loss from operations	(36,634)		(40,725)		(86,281)		(77,706)
Other income (expense), net:
Interest income	1,076		1,870		2,385		4,289
Interest expense	(2,134)		(2,144)		(4,240)		(4,292)
Gain (loss) from change in fair value of warrants	—		25,046		—		(22,286)
Gain from change in fair value of contingent considerations and acquisition-related holdbacks	17,331		2,303		32,690		673
Other income (expense)	(553)		429		(800)		429
Total other income (expense), net	15,720		27,504		30,035		(21,187)
Net loss before income taxes	(20,914)		(13,221)		(56,246)		(98,893)
Income tax benefit (provision)	(86)		(342)		1,023		3,364
Net loss	(21,000)		(13,563)		(55,223)		(95,529)
Less: Net loss attributable to noncontrolling interest	(1,840)		(436)		(4,884)		(9,656)
Net loss attributable to indie Semiconductor, Inc.	$	(19,160)	$	(13,127)	$	(50,339)	$	(85,873)
Net loss attributable to common shares — basic	$	(19,160)	$	(13,127)	$	(50,339)	$	(85,873)
Net loss attributable to common shares — diluted	$	(19,160)	$	(13,127)	$	(50,339)	$	(85,873)
Net loss per share attributable to common shares — basic	$	(0.11)	$	(0.09)	$	(0.30)	$	(0.63)
Net loss per share attributable to common shares — diluted	$	(0.11)	$	(0.09)	$	(0.30)	$	(0.63)
Weighted average common shares outstanding — basic	170,164,241		141,973,731		167,384,295		136,760,936
Weighted average common shares outstanding — diluted	170,164,241		141,973,731		167,384,295		136,760,936

See accompanying notes to the condensed consolidated financial statements.

3

INDIE SEMICONDUCTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Amounts in thousands)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net loss	$	(21,000)	$	(13,563)	$	(55,223)	$	(95,529)
Other comprehensive loss:
Foreign currency translation adjustments	(2,942)		3,938		(7,580)		2,438
Comprehensive loss	(23,942)		(9,625)		(62,803)		(93,091)
Less: Comprehensive income (loss) attributable to noncontrolling interest	(2,129)		798		(5,084)		(9,127)
Comprehensive loss attributable to indie Semiconductor, Inc.	$	(21,813)	$	(10,423)	$	(57,719)	$	(83,964)

See accompanying notes to the condensed consolidated financial statements.

4

INDIE SEMICONDUCTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND NONCONTROLLING INTEREST

(Amounts in thousands, except share amounts)

(Unaudited)

	Common Stock Class A		Common Stock Class V			Additional Paid-in Capital			Accumulated Deficit		Accumulated Other Comprehensive Loss			Total Stockholders' Equity Attributable to indie Semiconductor, Inc.		Noncontrolling Interest		Total Stockholders' Equity
		Shares	Amount		Shares			Amount
Balance as of December 31, 2022		126,824,465	$	13	21,381,476	$	2		$	568,564	$	(243,816)		$	(11,951)	$	312,812	$	1,520	$	314,332
Vesting of equity awards		95,160	—		—	—			—		—			—		—		—		—
Issuance per net settlement of equity awards and cash exercise of stock options		836,984	—		—	—			(148)		—			—		(148)		167		19
Issuance per Exchange of Class V to Class A		1,551,531	—		(1,551,531)	—			(2,653)		—			—		(2,653)		2,653		—
Issuance per Exchange of ADK LLC units to Class A		74,817	—		—	—			—		—			—		—		—		—
Share-based compensation		—	—		—	—			8,372		—			—		8,372		—		8,372
Issuance in connection with At-The-Market equity offering		3,316,198	—		—	—			34,194		—			—		34,194		—		34,194
Shares issued due to acquisition of GEO Semiconductor Inc.		6,868,768	1		—	—			74,176		—			—		74,177		1,380		75,557
Shares issued due to acquisition of Silicon Radar GmbH		982,445	—		—	—			9,585		—			—		9,585		249		9,834
Net loss		—	—		—	—			—		(72,746)			—		(72,746)		(9,220)		(81,966)
Foreign currency translation adjustment		—	—		—	—			—		—			(1,500)		(1,500)		(705)		(2,205)
Balance as of March 31, 2023		140,550,368	$	14	19,829,945	$	2		$	692,090	$	(316,562)	—	$	(13,451)	$	362,093	$	(3,956)	$	358,137
Vesting of equity awards		87,542	—		—	—			—		—			—		—		—		—
Issuance per net settlement of equity awards and cash exercise of stock options		1,773,903	—		—	—			6,187		—			—		6,187		582		6,769
Issuance in connection with achievement of certain contingent consideration		73,311	—		—	—			608		—			—		608		—		608
Issuance per Exchange of Class V to Class A		835,613	—		(835,613)	—			(1,500)		—			—		(1,500)		1,500		—
Issuance per Exchange of ADK LLC units to Class A		13,032	—		—	—			—		—			—		—		—		—
Share-based compensation		—	—		—	—			10,272		—			—		10,272		—		10,272

5

INDIE SEMICONDUCTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND NONCONTROLLING INTEREST

(Amounts in thousands, except share amounts)

(Unaudited)

Issuance in connection with At-The-Market equity offering	1,903,302	—		—	—		17,804		—		—		17,804		—		17,804
Net loss	—	—		—	—		—		(13,127)		—		(13,127)		(436)		(13,563)
Foreign currency translation adjustment	—	—		—	—		—		—		3,938		3,938		1,234		5,172
Balance as of June 30, 2023	145,237,071	$	14	18,994,332	$	2	$	725,461	$	(329,689)	$	(9,513)	$	386,275	$	(1,076)	$	385,199

6

INDIE SEMICONDUCTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND NONCONTROLLING INTEREST

(Amounts in thousands, except share amounts)

(Unaudited)

	Common Stock Class A		Common Stock Class V			Additional Paid-in Capital			Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders' Equity Attributable to indie Semiconductor, Inc.		Noncontrolling Interest		Total Stockholders' Equity
		Shares	Amount		Shares			Amount
Balance as of December 31, 2023		163,193,278	$	16	18,694,332	$	2		$	813,742	$	(361,441)	$	(6,170)	$	446,149	$	30,876	$	477,025
Vesting of equity awards		26,931	—		—	—			—		—		—		—		—		—
Issuance per net settlement of equity awards and cash exercise of stock options		2,166,146	—		—	—			473		—		—		473		204		677
Issuance per Exchange of Class V to Class A		100,000	—		(100,000)	—			—		—		—		—		—		—
Issuance per Exchange of ADK LLC units to Class A		30,516	—		—	—			—		—		—		—		—		—
Share-based compensation		—	—		—	—			18,608		—		—		18,608		—		18,608
Issuance per settlement of contingent considerations		62,562	—		—	—			500		—		—		500		48		548
Shares issued for Investment in Expedera		525,000	1		—	—			2,963		—		—		2,964		421		3,385
Net loss		—	—		—	—			—		(31,179)		—		(31,179)		(3,044)		(34,223)
Foreign currency translation adjustment		—	—		—	—			—		—		(4,638)		(4,638)		89		(4,549)
Balance as of March 31, 2024		166,104,433	$	17	18,594,332	$	2		$	836,286	$	(392,620)	$	(10,808)	$	432,877	$	28,594	$	461,471
Vesting of equity awards		26,064	—		—	—			—		—		—		—		—		—
Issuance per net settlement of equity awards and cash exercise of stock options		2,317,279	—		—	—			2,916		—		—		2,916		202		3,118
Issuance per Exchange of Class V to Class A		550,000	—		(550,000)	—			—		—		—		—		—		—
Share-based compensation		—	—		—	—			13,293		—		—		13,293		—		13,293
Issuance in connection with At-The-Market equity offering		345,052	—		—	—			2,157		—		—		2,157		161		2,318
Issuance per settlement of contingent considerations		7,200,091	1		—	—			41,568		—		—		41,569		5,095		46,664
Net loss		—	—		—	—			—		(19,160)		—		(19,160)		(1,840)		(21,000)

7

INDIE SEMICONDUCTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND NONCONTROLLING INTEREST

(Amounts in thousands, except share amounts)

(Unaudited)

Foreign currency translation adjustment	—	—		—	—		—		—		(2,942)		(2,942)		(289)		(3,231)
Balance as of June 30, 2024	176,542,919	$	18	18,044,332	$	2	$	896,220	$	(411,780)	$	(13,750)	$	470,710	$	31,923	$	502,633

See accompanying notes to the condensed consolidated financial statements.

8

INDIE SEMICONDUCTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net loss	$	(55,223)	$	(95,529)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	19,158		16,160
Amortization of inventory step-up	—		5,327
Allowance for credit losses and inventory reserves	619		398
Share-based compensation	37,502		23,779
Amortization of discount and cost of issuance of debt	516		500
Loss from change in fair value of warrants	—		22,286
Gain from change in fair value of contingent considerations and acquisition-related holdbacks	(32,690)		(673)
Loss from change in fair value of currency forward contract	1,209		—
Deferred tax liabilities	—		(3,716)
Amortization of right-of-use assets	1,656		1,196
Other	—		(43)
Changes in operating assets and liabilities:
Accounts receivable	5,459		(5,887)
Inventory	(5,772)		(15,476)
Accounts payable	5,654		(1,691)
Accrued expenses and other current liabilities	(4,415)		(7,716)
Accrued payroll liabilities	914		969
Prepaid and other current assets	(976)		(11,381)
Operating lease liabilities	(1,598)		(935)
Other long-term liabilities	(1,086)		(708)
Net cash used in operating activities	(29,073)		(73,140)
Cash flows from investing activities:
Purchases of property and equipment	(5,979)		(6,564)
Business combinations, net of cash acquired	(3,200)		(98,429)
Net cash used in investing activities	(9,179)		(104,993)
Cash flows from financing activities:
Proceeds from issuance of common stock/At-the-market offering	2,318		53,135
Offering costs for the issuance of common stock/At-the-market offering	—		(1,137)
Proceeds from issuance of short-term debt obligations	10,404		—
Issuance costs on line of credit	(50)		—
Payments on debt obligations	(1,710)		(12,169)
Payments on financed software	(4,429)		(4,135)
Proceeds from exercise of stock options	25		31
Net cash provided by financing activities	6,558		35,725
Effect of exchange rate changes on cash and cash equivalents	2,663		1,189
Net decrease in cash and cash equivalents	(29,031)		(141,219)
Cash, cash equivalents and restricted cash at beginning of period	151,678		321,879
Cash, cash equivalents and restricted cash at end of period	$	122,647	$	180,660

9

Reconciliation of amounts on condensed consolidated balance sheet:
Cash and cash equivalents	$	112,347	$	180,660
Restricted cash	10,300		—
Total cash, cash equivalents and restricted cash	$	122,647	$	180,660
Supplemental disclosure of cash flow information:
Cash paid for interest	$	3,728	$	3,654
Supplemental disclosure of non-cash investing and financing activities:
Purchases of property and equipment, accrued but not paid	$	3,336	$	(649)
Fair value of common stock issued for business combination	$	—	$	85,391
Fair value of common stock issuable for business combination	$	—	$	20,979
Fair value of common stock issued to satisfy contingent considerations and acquisition-related holdbacks	$	47,211	$	—
Contingent consideration for business combination	$	4,599	$	73,072
Accrual for purchase consideration for business combination	$	1,300	$	4,264
Fair value of common stock issued for investment in Expedera	$	3,428	$	—

See accompanying notes to the condensed consolidated financial statements.

10

INDIE SEMICONDUCTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except unit and share amounts and per unit and per share amounts)

(Unaudited)

1.    Nature of the Business and Basis of Presentation

indie Semiconductor, Inc. (“indie”) and its predecessor for accounting purposes, Ay Dee Kay, LLC, a California limited liability company (“ADK LLC”) and its subsidiaries are collectively referred to herein as the “Company.” The Company offers highly innovative automotive semiconductors and software solutions for Advanced Driver Assistance Systems (“ADAS”), autonomous vehicle, connected car, user experience and electrification applications. The Company focuses on edge sensors across multiple modalities spanning LiDAR, radar, ultrasound and computer vision. These functions represent the core underpinnings of both electric and autonomous vehicles, while the advanced user interfaces are transforming the in-cabin experience to mirror and seamlessly connect to the mobile platforms people rely on every day. indie is an approved vendor to Tier 1 automotive suppliers and its platforms can be found in marquee automotive manufacturers around the world. Headquartered in Aliso Viejo, California, indie has design centers and sales offices in Austin, Texas; Boston, Massachusetts; Detroit, Michigan; San Francisco and San Jose, California; Cordoba, Argentina; Budapest, Hungary; Dresden, Frankfurt an der Oder, Munich and Nuremberg, Germany; Edinburgh, Scotland; Schlieren, Switzerland; Rabat, Morocco; Haifa, Israel; Quebec City and Toronto, Canada; Seoul, South Korea; Tokyo, Japan and several locations throughout China. The Company engages subcontractors to manufacture its products. The majority of these subcontractors are located in Asia.

Execution of At-The-Market Agreement

On August 26, 2022, the Company entered into an At Market Issuance Agreement (“ATM Agreement”) with B. Riley Securities, Inc., Craig-Hallum Capital Group LLC and Roth Capital Partners, LLC (collectively as “Sales Agents”) relating to shares of its Class A common stock, par value $0.0001 per share (the “Class A common stock”). In accordance with the terms of the ATM Agreement, the Company may offer and sell shares of its Class A common stock having an aggregate offering price of up to $150,000 from time to time through the Sales Agents, acting as the Company’s agent or principal. The Company implemented this program for the flexible access that it provides to the capital markets. As of June 30, 2024, and since the inception of the program indie has raised gross proceeds of $72,708 and issued 7,696,311 shares of Class A common stock at an average per-share sales price of $9.45 and had approximately $77,292 available for future issuances under the ATM Agreement. During the three and six months ended June 30, 2024, indie raised gross proceeds of $2,369 and issued 345,052 shares of Class A common stock at an average per-share sales price of $6.87. During the three months ended June 30, 2023, indie raised gross proceeds of $18,190, and issued 1,903,302 shares of Class A common stock at an average per-share sales price of $9.56. During the six months ended June 30, 2023, indie raised gross proceeds of $53,136 and issued 5,219,500 shares of Class A common stock at an average per-share sales price of $10.18. For the three months ended June 30, 2024 and 2023, indie incurred total issuance costs of $51 and $385, respectively. For the six months ended June 30, 2024 and 2023, indie incurred total issuance costs of $51 and $1,136, respectively.

Recent Acquisition

On January 25, 2024 (the “Deal Closing Date”), indie and ADK LLC completed its acquisition of Kinetic Technologies, LLC (“Kinetic”). The acquisition was consummated pursuant to an Asset Purchase Agreement (the “APA”) to acquire certain research and development personnel, intellectual property and business properties from Kinetic, in support of a custom product development for a North American electric vehicle original equipment manufacturer (“OEM”). The closing consideration consisted of (i) $3,200 in cash as the initial cash consideration, net of an adjustment holdback amount of $500 and an indemnity holdback amount of $800, (ii) $2,348 of total contingent considerations, payable in cash or Class A common stock, subject to achievement of certain production based milestones 24 months after the Deal Closing Date (“the Production Earnout”), and (iii) $2,251 of contingent considerations, payable in cash or Class A common stock, subject to achievement of certain revenue based milestones 12 months after the Deal Closing Date (“the Revenue Earnout”). The purchase price was subject to working capital and other adjustments as provided in the APA. The indemnity holdback amount is payable within five business days after the 18-month anniversary of the Deal Closing Date and is payable in shares of Class A common stock.

See Note 2 — Business Combinations for a full description of all of the recent acquisitions.

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Risks and Uncertainties

Current and continued inflationary conditions have led, and may continue to lead to rising prices or rising interest rates, which has had a dampening effect on overall economic activity and consumer demand for automotive products. Additionally, the conflict in the Middle East and the implication of this event has created global political and economic uncertainty. The Company is closely monitoring developments, including potential impact to the Company’s business, customers, suppliers, its employees and operations in Israel, the Middle East and elsewhere. At this time, the impact to indie is subject to change given the volatile nature of the situation.

Basis of Presentation

The condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the condensed consolidated accounts of the Company’s majority-owned subsidiary, ADK LLC, of which approximately 91% was owned by indie as of June 30, 2024. ADK LLC’s condensed consolidated financial statements include its wholly-owned subsidiaries indie Services Corporation, indie LLC and indie City LLC, all California entities, Ay Dee Kay Limited, a private limited company incorporated under the laws of Scotland, indie GmbH, Symeo GmbH, and Silicon Radar GmbH (“Silicon Radar”), all of which are private limited liability companies incorporated under the laws of Germany, Exalos AG (“Exalos”), a company limited by shares organized under the laws of Switzerland, indie Kft, a limited liability company incorporated under the laws of Hungary, TeraXion Inc. and Geo Semiconductor Canada Inc., both incorporated under the laws of Canada, indie Semiconductor Israel Ltd., a private limited company incorporated under the laws of Israel, Ay Dee Kay S.A., a limited liability company incorporated under the laws of Argentina, indie Semiconductor Morocco, a limited liability company under the laws of Morocco, indie Semiconductor Japan KK, a limited liability company under the laws of Japan, Wuxi indie Microelectronics (“Wuxi”), a Chinese entity with approximately 59% voting controlled and approximately 34% owned by the Company as of June 30, 2024 and Wuxi’s wholly-owned subsidiaries, indie Semiconductor Suzhou, indie Semiconductor HK, Ltd and Shanghai Ziying Microelectronics Co., Ltd.

All significant intercompany accounts and transactions of the subsidiaries have been eliminated in consolidation. The noncontrolling interest attributable to the Company’s less-than-wholly-owned subsidiary is presented as a separate component from stockholders’ equity (deficit) in the condensed consolidated balance sheets, and a noncontrolling interest in the condensed consolidated statements of operations and condensed consolidated statements of stockholders’ equity (deficit) and noncontrolling interest.

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. Certain information and footnote disclosures, normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to those rules and regulations. However, in management’s opinion, the financial information reflects all adjustments, including those of a normal recurring nature, necessary to present fairly the results of operations, financial position, and cash flows of the Company for the periods presented. The results of operations, financial position, and cash flows for the Company during the interim periods are not necessarily indicative of those expected for the full year. This information should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 29, 2024.

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Significant Accounting Policies

The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2023. There has been no material change to the Company’s significant accounting policies during the six months ended June 30, 2024.

Recent Accounting Pronouncements

Recently Issued Not Yet Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures, to require enhanced income tax disclosures to provide information to assess how an entity’s operations and related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update provide that a business entity disclose (1) a tabular income tax rate reconciliation, using both percentages and amounts, (2) separate disclosure of any individual reconciling items that are equal to or greater than 5% of the amount computed by multiplying the income (loss) from continuing operations before income taxes by the applicable statutory income tax rate, and disaggregation of certain items that are significant and (3) amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign jurisdictions, including separate disclosure of any individual jurisdictions greater than 5% of total income taxes paid. These amendments are effective for the Company for annual periods in 2025, applied prospectively, with early adoption and retrospective application permitted. The Company intends to adopt the amendments in this update prospectively in 2025. The impact of the adoption of the amendments in this update is not expected to be material to the Company’s condensed consolidated financial position and results of operations since the amendments require only enhancement of existing income tax disclosures in the notes to the Company’s condensed consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, to require enhanced disclosures that include reportable segment expenses. The amendments in this update provide that a business entity disclose significant segment expenses, segment profit or loss (after significant segment expenses), and allows reporting of additional measures of a segments profit or loss if used in assessing segment performance. Such disclosures apply to entities with a single reportable segment and are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its condensed consolidated financial statements and related disclosures.

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2.    Business Combinations

The Company acquired Silicon Radar in February 2023, GEO Semiconductor, Inc. (“GEO”) in March 2023, Exalos in September 2023, and Kinetic in January 2024. These acquisitions were recorded by allocating the purchase consideration to the net assets acquired based on their estimated fair values at the acquisition date. The excess of the purchase consideration for the acquisition over the fair value of the net assets acquired is recorded as goodwill. The following presents the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed for Exalos and Kinetic, and the final allocation of the purchase consideration to the assets acquired and liabilities assumed for Silicon Radar and GEO as of June 30, 2024:

	Kinetic		Exalos		Silicon Radar		GEO
Purchase price - cash consideration paid	$	3,200	$	—	$	8,653	$	91,076
Purchase price - cash consideration accrued	1,300		—		800		3,464
Less: cash acquired	—		(3,439)		(208)		(1,092)
Net cash consideration	$	4,500	$	(3,439)	$	9,245	$	93,448
Purchase price - equity consideration issued (common stock)	$	—	$	42,791	$	9,834	$	75,556
Purchase price - equity consideration issuable (common stock)	—		2,500		—		20,979
Total equity consideration	$	—	$	45,291	$	9,834	$	96,535
Contingent consideration	4,599		13,225		9,240		59,280
Net consideration	$	9,099	$	55,077	$	28,319	$	249,263
Estimated fair value of net assets and liabilities assumed:
Current assets other than cash	$	6,040	$	4,408	$	2,979	$	24,043
Property and equipment	962		1,001		781		178
Developed technology	455		7,968		4,950		69,330
In-process research & development	750		7,968		8,870		27,040
Customer relationships	250		5,312		4,340		14,220
Backlog	19		664		150		390
Trade name	97		3,984		2,130		10,320
Operating lease right-of-use assets step-up	—		664		—		—
Other non-current assets	729		—		17		10
Current liabilities	(752)		(3,541)		(1,585)		(6,084)
Deferred revenue	—		—		(512)		—
Deferred tax liabilities, non-current	—		(5,318)		(2,772)		(1,982)
Other non-current liabilities	(217)		—		—		(711)
Total fair value of net assets acquired	$	8,333	$	23,110	$	19,348	$	136,754
Goodwill	$	766	$	31,967	$	8,971	$	112,509

For all acquisitions, trade receivables and payables, as well as other current and non-current assets and liabilities and deferred revenue, were valued at the existing carrying value as they represented the fair value of those items at the acquisition date, based on management’s judgments and estimates.

Because the acquisitions related to Exalos and Kinetic occurred relatively recently, and in light of the magnitude of the transactions, the significant information to be obtained and analyzed and the fact that Exalos resides in a foreign jurisdiction, the Company’s fair value estimates for the purchase price allocation are preliminary and may change during the allowable measurement period, which is up to the point the Company obtains and analyzes the information that existed as of the date of the acquisition necessary to determine the fair values of the assets acquired and liabilities assumed, but in no case to exceed more than one year from the date of the acquisition. Changes in the estimated fair values of the net assets recorded for the business combinations of Exalos and Kinetic upon the finalization of more detailed analyses of the facts and circumstances that

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existed at the date of the transactions will change the allocation of the purchase price. Subsequent changes to the purchase allocation during the measurement period that are material will be recorded in the reporting period in which the adjustment amounts are determined. As of August 9, 2024, the Company had not finalized the determination of fair values allocated to various assets and liabilities, including, but not limited to, inventory, property, plant and equipment, identifiable intangible assets, deferred taxes, goodwill, tax uncertainties, income taxes payable and other liabilities. Specifically for the valuation of intangibles assets acquired, the Company used publicly available benchmarking information, as well as a variety of other assumptions, including market participant assumptions to determine the preliminary values. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in material adjustments to goodwill and/or deferred taxes.

Refer to Note 2 Business Combination within Part II, Item 8 of our 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under the heading “Financial Statements and Supplementary Data” for a detailed discussion of acquisitions of Silicon Radar and GEO.

Acquisition of Exalos AG

On September 18, 2023, Ay Dee Kay Ltd. completed its acquisition of Exalos AG, a Swiss corporation (“Exalos”), pursuant to that Share Sale and Purchase Agreement by and among Ay Dee Kay Ltd., the Company and all of the stockholders of Exalos, whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of Exalos. The closing consideration consisted of (i) approximately 6,613,786 shares of Class A common stock of the Company, with a fair value of $42,791, and (ii) a contingent consideration with fair value of $13,225 at closing, payable in cash or Class A common stock, subject to Exalos’ achievement of certain revenue-based milestones through September 30, 2025; and (iii) a holdback of $2,500 subject to final release 12 months from the acquisition date payable in shares of Class A common stock. The purchase price is subject to working capital and other adjustments as provided in the Share Sale and Purchase Agreement.

The Company paid a premium (i.e., goodwill) over the fair value of the net tangible and identified intangible assets acquired as this acquisition immediately expands the Company’s ADAS and User Experience product and technology offering to its global tier one and automotive OEM customer base. Specifically, indie can now leverage Exalos’ technology portfolio to extend its FMCW LiDAR portfolio. The goodwill is not expected to be deductible for tax purposes.

The Company incurred various acquisition-related costs, which were primarily legal expenses and recorded as part of the Selling, General and Administrative expenses. Total costs incurred were $621 during the year ended December 31, 2023. Total costs incurred are $243 for the six months ended June 30, 2024

The Company maintains an adjustment holdback for the purpose of providing security against any adjustment to the amounts at closing. The holdback period extends for twelve months from the closing date and will be paid in shares of Class A common stock.

Total purchase consideration transferred at closing also included contingent consideration that had a fair value of $13,225 as of the acquisition date. The acquisition date fair value of the contingent consideration was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The contingent consideration is comprised of two tranches, both subject to Exalos achieving certain revenue targets. Both tranches are payable in cash or Class A common stock, at indie’s election, up to a maximum of $20,000, upon the achievement of a revenue threshold of $19,000 for the twelve-month period ending on September 30, 2024 and the achievement of a revenue threshold of $21,000 for the twelve-month period ending on September 30, 2025, respectively. The fair value of any outstanding contingent consideration liabilities will be remeasured as of the end of each reporting period with any resulting remeasurement gains or losses recognized in the condensed consolidated statement of operations. The first tranche of this earn-out liability is reflected in Contingent considerations and the second tranche is reflected in Other long-term liabilities in the condensed consolidated balance sheet as of June 30, 2024.

Pro forma financial information for Exalos is not disclosed as the results are not material to the Company’s condensed consolidated financial statements.

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Acquisition of Kinetic

On January 25, 2024 (“Deal Closing Date”), indie and ADK LLC completed its acquisition of Kinetic. The acquisition was consummated pursuant to an executed APA to acquire certain research and development personnel, intellectual property and business properties from Kinetic, in support of a custom product development for a North American electric vehicle OEM. The closing consideration consisted of (i) $3,200 in cash as the Initial Cash Consideration, net of an adjustment holdback amount of $500 and an indemnity holdback amount of $800, (ii) the Production Earnout with fair value of $2,348, payable in cash or Class A common stock, subject to achievement of certain production based milestones 24 months after the Deal Closing Date, and (iii) the Revenue Earnout with fair value of $2,251, payable in cash or Class A common stock, subject to achievement of certain revenue based milestones 12 months after the Deal Closing Date. The purchase price is subject to working capital and other adjustments as provided in the APA. The indemnity holdback amount is payable within five business days after the 18-month anniversary of the Deal Closing Date and is payable in shares of Class A common stock.

The Company paid a premium (i.e., goodwill) over the fair value of the net tangible and identified intangible assets acquired as this acquisition brings the Company a new family of smart connectivity solutions that enable high-speed networking of displays and controllers throughout the vehicle, which already generated interest from OEMs. The goodwill is expected to be deductible for tax purposes.

indie incurred various acquisition-related costs, which were primarily legal expense, and recorded these as part of the Selling, General and Administrative expenses. Total costs incurred are $350 for the six months ended June 30, 2024.

The Company maintains an adjustment holdback for the purpose of providing security against any adjustment to the amounts at closing. The holdback period extends for 18 months from the Deal Closing Date and will be paid in cash.

Total purchase consideration transferred at the Deal Closing Date also included contingent consideration that had a total fair value of $4,599 as of the acquisition date. The acquisition date fair value of the contingent considerations was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The contingent consideration is comprised of two tranches and both are payable in cash or Class A common stock, at indie’s election. The Production Earnout pays up to a maximum of $3,000, upon fulfillment of certain production volume of a predetermined product within 24-month period ending on January 24, 2026. The Revenue Earnout pays up to a maximum of $2,500 upon the achievement of a minimum revenue threshold of $12,000 for the twelve-month period ending on January 24, 2025. The fair value of any outstanding contingent consideration liabilities will be remeasured as of the end of each reporting period with any resulting remeasurement gains or losses recognized in the condensed consolidated statement of operations. The Revenue Earnout is reflected in Contingent considerations and the Production Earnout is reflected in Other long-term liabilities in the condensed consolidated balance sheet as of June 30, 2024.

Pro forma financial information for Kinetic is not disclosed as the results are not material to the Company’s condensed consolidated financial statements.

3.    Inventory, Net

Inventory, net consists of the following:

	June 30, 2024		December 31, 2023
Raw materials	$	12,364	$	7,360
Work-in-process	18,276		12,423
Finished goods	14,013		15,896
Inventory, gross	44,653		35,679
Less: Inventory reserves	2,189		2,538
Inventory, net	$	42,464	$	33,141

During the three months ended June 30, 2024, the write-downs in the value of inventory was de minimis. During the three months ended June 30, 2023, the Company recognized write-downs in the value of inventory of $367. During the six months ended June 30, 2024 and 2023, the Company recognized write-downs in the value of inventory of $219 and $398, respectively.

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4.    Property and Equipment, Net

Property and equipment, net consists of the following:

	Useful life (in years)	June 30, 2024		December 31, 2023
Production tooling	4	$	18,438	$	16,428
Lab equipment	4	13,545		12,887
Office equipment	3 - 7	9,170		6,539
Leasehold improvements	*	1,921		1,898
Construction in progress		8,041		3,867
Property and equipment, gross		51,115		41,619
Less: Accumulated depreciation		17,604		14,653
Property and equipment, net		$	33,511	$	26,966

*Leasehold improvements are amortized over the shorter of the remaining lease term or estimated useful life of the leasehold improvement.

The Company recognized depreciation expense of $1,381 and $1,548 for the three months ended June 30, 2024 and 2023, respectively. The Company recognized depreciation expense of $2,866 and $2,503 for the six months ended June 30, 2024 and 2023, respectively.

Fixed assets not yet in service consist primarily of capitalized internal-use software and certain tooling and other equipment that are not yet ready to be placed into service.

5.    Intangible Assets, Net

Intangible assets, net consist of the following:

	June 30, 2024							December 31, 2023
	Weighted Average Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	5.7	$	106,966	$	(25,113)	$	81,853	6.3	$	106,512	$	(17,876)	$	88,636
Software licenses	3.3	18,479		(2,935)		15,544		1.0	23,745		(18,828)		4,917
Customer relationships	8.6	41,691		(6,913)		34,778		9.4	41,441		(5,156)		36,285
Intellectual property licenses	0.8	1,959		(1,736)		223		0.3	1,911		(1,736)		175
Trade names	5.5	26,067		(5,920)		20,147		6.0	25,970		(4,311)		21,659
Backlog	1.0	1,589		(971)		618		1.2	1,570		(700)		870
Effect of exchange rate on gross carrying amount		(3,998)		—		(3,998)			(917)		—		(917)
Intangible assets with finite lives		192,753		(43,588)		149,165			200,232		(48,607)		151,625
IPR&D		57,258		—		57,258			56,508		—		56,508
Effect of exchange rate on gross carrying amount		(1,021)		—		(1,021)			1		—		1
Total intangible assets with indefinite lives		56,237		—		56,237			56,509		—		56,509
Total intangible assets		$	248,990	$	(43,588)	$	205,402		$	256,741	$	(48,607)	$	208,134

The Company obtained software licenses, which it uses for its research and development efforts related to its products. In both fiscal 2024 and 2023, the Company acquired developed technology, customer relationships, trade names, backlog and IPR&D as a result of business combinations. See Note 2 — Business Combinations for additional information. Further, during the three

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and six months ended June 30, 2024, the Company acquired $15,335 of software licenses with contractual life of three years and retired fully amortized intangible assets of $20,345 of software licenses.

Intangible assets with finite lives are amortized on a straight-line basis over the expected period to be benefited by future cash flows. The Company monitors and assesses these assets for impairment on a periodic basis.

Amortization of intangible assets for the three months ended June 30, 2024 and 2023 was $8,226 and $8,577, respectively. Amortization of intangible assets for the six months ended June 30, 2024 and 2023 was $16,292 and $13,657, respectively. Amortization of intangible assets is included within Cost of goods sold, Research and development expenses, and Selling, general and administrative expenses based their respective nature, in the condensed consolidated statements of operations.

Based on the amount of definite-lived intangible assets subject to amortization as of June 30, 2024, amortization expense for each of the next five fiscal years is expected to be as follows:

2024 (remaining 6 months)	$	14,243
2025	27,905
2026	26,231
2027	20,577
2028	17,880
Thereafter	42,329
Total	$	149,165

6.    Goodwill

The following table sets forth the carrying amount and activity of goodwill as of June 30, 2024:

	Amount
Balance as of Balance as of the beginning of the period	$	295,096
Acquisitions (Note 2)	766
Effect of exchange rate on goodwill	(6,586)
Balance as of Balance as of the end of the period	$	289,276

The change in goodwill is primarily driven by a $766 increase during the six months ended June 30, 2024 due to acquisition of Kinetic that was completed during the period, as well as a $6,586 decrease in value due to the effect of exchange rate on goodwill. See Note 2 — Business Combinations for a detailed discussion of goodwill acquired.

The Company tests its goodwill for impairment annually as of the first day of its fourth fiscal quarter and in interim periods if certain events occur indicating the carrying value of goodwill may be impaired. There were no indicators of impairment noted during the six months ended June 30, 2024.

7.    Debt

The following table sets forth the components of debt as of June 30, 2024 and December 31, 2023:

	June 30, 2024						December 31, 2023
	Principal Outstanding		Unamortized Discount and Issuance Cost		Carrying Amount		Principal Outstanding		Unamortized Discount and Issuance Cost		Carrying Amount
2027 Notes	$	160,000	$	(3,785)	$	156,215	$	160,000	$	(4,288)	$	155,712
CIBC loan, due 2026	3,281		(10)		3,271		3,971		(13)		3,958
Total term loans	163,281		(3,795)		159,486		163,971		(4,301)		159,670
Revolving lines of credit	10,401		(38)		10,363		1,171		—		1,171
Total debt	$	173,682	$	(3,833)	$	169,849	$	165,142	$	(4,301)	$	160,841

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The outstanding debt as of June 30, 2024 and December 31, 2023 is classified in the condensed consolidated balance sheets as follows:

	June 30, 2024		December 31, 2023
Current liabilities - Current debt obligations	$	12,586	$	4,106
Noncurrent liabilities - Long-term debt, net of current maturities	157,263		156,735
Total debt	$	169,849	$	160,841

2027 Notes

On November 16, 2022, the Company entered into a purchase agreement (the “Purchase Agreement” with Goldman Sachs & Co. LLC, as representative of the initial purchasers (collectively the “Initial Purchasers”), pursuant to which the Company agreed to sell $140,000 aggregate principal amount of 4.50% Convertible Senior Notes due 2027 (the “Initial Notes”). The Company also agreed to grant an option, exercisable within the 30-day period immediately following the date of the Purchase Agreement (the “Option”) to the Initial Purchasers to purchase all or part of an additional $20,000 aggregate principal amount of 4.50% Convertible Senior Notes due 2027 (the “Additional Notes” and, together with the Initial Notes, the “2027 Notes”). On November 17, 2022, the Initial Purchasers exercised the Option in full, bringing the total aggregate principal amount for the 2027 Notes to $160,000. The sale of the 2027 Notes closed on November 21, 2022. The 2027 Notes were issued pursuant to an Indenture dated November 21, 2022 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Interest on the 2027 Notes is payable semiannually in arrears on May 15 and November 15 of each year, beginning on May 15, 2023. The 2027 Notes will mature on November 15, 2027, unless earlier repurchased, redeemed or converted.

The 2027 Notes will be convertible into cash, shares of the Company’s Class A common stock, or a combination of cash and shares of Class A common stock, at the Company’s election, at an initial conversion rate of 115.5869 shares of Class A common stock per $1,000 principal amount of the 2027 Notes, which is equivalent to an initial conversion price of approximately $8.65 per share of Class A common stock. The initial conversion price of the Notes represents a premium of approximately 30% over the $6.655 per share last reported sale price of the Class A common stock on The Nasdaq Capital Market on November 16, 2022. The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid interest, except under the limited circumstances described in the Indenture. In addition, upon the occurrence of a “Make-Whole Fundamental Change” (as defined in Section 1.01 of the Indenture) prior to the maturity date, or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares of Class A common stock (not to exceed 150.2629 shares of Class A common stock per $1,000 principal amount of the Notes, subject to adjustment in the same manner as the conversion rate) for Notes that are converted in connection with such Make-Whole Fundamental Change or for notes called (or deemed called) for redemption that are converted in connection with such notice of redemption.

The 2027 Notes are convertible at the option of the holders (in whole or in part) at any time prior to the close of business on the business day immediately preceding August 15, 2027 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2022 (and only during such calendar quarter), if the last reported sale price of the Class A common stock for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “Trading Price” (as defined in Section 1.01 of the Indenture) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of certain corporate events as specified in the Indenture. On or after August 15, 2027 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company’s election, in amounts determined in the manner set forth in the Indenture.

The Company may not redeem the 2027 Notes prior to November 20, 2025. indie may redeem for cash all or any portion of the 2027 Notes, at indie’s option, on or after November 20, 2025 if the last reported price of indie’s Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30

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consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which indie provides notice of redemption, at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Upon the occurrence of a “Fundamental Change” (as defined in Section 1.01 of the Indenture), subject to certain conditions and certain limited exceptions, holders may require the Company to repurchase for cash all or any portion of their Notes in principal amounts of $1,000 or an integral multiple thereof at a fundamental change repurchase price in cash equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The 2027 Notes are senior unsecured obligations of the Company and rank: (i) senior in right of payment to any indebtedness of the Company that is expressly subordinated in right of payment to the Notes; (ii) equal in right of payment to any unsecured indebtedness of the Company that is not so subordinated; (iii) effectively junior in right of payment to any senior, secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

In connection with the offering of the 2027 Notes, the Company entered into privately negotiated transactions through one of the initial purchasers or its affiliate to repurchase 1,112,524 shares of Class A common stock, at an average cost of $6.65 per share, for approximately $7,404 in 2022.

The 2027 Notes have been recorded as long-term debt in its entirety pursuant to ASU 2020-06. The carrying value of the 2027 Notes is presented net of $5,374 of discount and issuance costs, which are amortized to interest expense over the respective terms of these borrowings. As of June 30, 2024 and December 31, 2023, the total carrying value of the 2027 Notes, net of unamortized discount, was $156,215 and $155,712, respectively. As of June 30, 2024, the total fair value of the 2027 Notes was $160,288 or 100.18% of the aggregate principal amount of the 2027 Notes. As of December 31, 2023, the total fair value of the 2027 Notes was $191,648 or 119.78% of the aggregate principal amount of the 2027 Notes. The estimated fair values are based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt and comparable instruments in inactive markets. The amortization of the debt discount and cost of issuance resulted in non-cash interest expense of $253 and $240 for the three months ended June 30, 2024 and 2023, respectively. The amortization of the debt discount and cost of issuance resulted in non-cash interest expense of $503 and $474 for the six months ended June 30, 2024 and 2023, respectively. Such amortization expenses are included in Interest Expense in the Company’s condensed consolidated statements of operations.

indie Semiconductor Revolving Line of Credit

On March 29, 2024, the Company entered into a revolving line of credit agreement with Wells Fargo Bank, National Association (“Wells Fargo”) with a credit limit of $10,000, bearing interest at the Secured Overnight Financing Rate (“SOFR”) plus 1.75%. The outstanding principal balance is due and payable in full on March 28, 2025. Interest is payable monthly beginning on May 1, 2024 through the maturity date. This line of credit required the Company to collateralize a cash balance equal to the total outstanding balance in a cash security account with Wells Fargo, which resulted in a total restricted cash of $10,000 as of June 30, 2024. Fees of $50 incurred will be amortized over the life of the credit agreement. This revolving line of credit had an outstanding balance of $10,000 as of June 30, 2024. During the three and six months ended June 30, 2024, the cash and non-cash interest was de minimus.

TeraXion Revolving Credit

In connection with the acquisition of TeraXion on October 12, 2021, the Company assumed a revolving credit with the Canadian Imperial Bank of Commerce (“CIBC”) with a credit limit of CAD9,440 bearing interest at prime rate plus 0.25%, repayable in monthly installments of CAD155 plus interest, maturing in October 2026. The repayment of monthly installments reduces the credit limit over time. CIBC also reserves the right to request full repayment of a portion or all outstanding balances at any time. As of June 30, 2024 and December 31, 2023, the outstanding principal balance and credit limit of the loan was $3,281 and $3,971, (or CAD4,488 and CAD5,262), respectively.

TeraXion also has an authorized credit facility up to CAD5,000 at June 30, 2024 and December 31, 2023, respectively, from CIBC, bearing interest at prime rate plus 0.25%. The credit facility permits the Company to request incremental loans in an aggregate principal amount not to exceed the sum of an amount equal to the greater of CAD5,000 and 100% of TeraXion’s EBITDA. This line of credit had an outstanding balance of CAD549 (or $401) as of June 30, 2024. This line of credit had an outstanding balance of CAD1,551 (or $1,171) as of December 31, 2023.

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The table below sets forth the components of interest expense for the three and six months ended June 30, 2024 and June 30, 2023:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Interest expense on the 2027 Notes
Stated interest at 4.50% per annum	$	1,795	$	1,820	$	3,590	$	3,620
Amortization of discount and issuance cost	253		240		503		474
Total interest expense related to the 2027 Notes	2,048		2,060		4,093		4,094
Interest expense on other debt obligations:
Contractual interest	74		84		135		173
Amortization of discount and issuance cost	12		—		12		25
Total interest expense related to other debt obligations	86		84		147		198
Total interest expense	$	2,134	$	2,144	$	4,240	$	4,292

The future maturities of the debt obligations are as follows:

2024 (remaining 6 months)	$	—
2025	$	13,682
2026	$	—
2027	$	160,000
2028	$	—
Total	$	173,682

8.    Warrant Liability

In connection with the June 10, 2021 Transaction, the Company issued 17,250,000 Public Warrants, 8,625,000 Private Placement Warrants and 1,500,000 Working Capital Warrants, which were fully exchanged to Class A common stock on November 9, 2023. As of December 31, 2023, there was no liability remaining on the balance sheet.

For the three and six months ended June 30, 2023, the Company recognized a net gain (loss) of $25,046 and $(22,286), respectively. None was recorded for the three and six months ended June 30, 2024.

Refer to Note 9 Warrant Liability within Part II, Item 8 of our 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under the heading “Financial Statements and Supplementary Data” for a detailed discussion of the warrant liabilities held by indie.

9.     Contingent and Earn-Out Liabilities

Earn-Out Milestones

In connection with the Transaction, certain of indie’s stockholders are entitled to receive up to 10,000,000 earn-out shares of the Company’s Class A common stock if the earn-out milestones are met. The earn-out milestones represent two independent criteria, each of which entitles the eligible stockholders to 5,000,000 earn-out shares per milestone met. Each earn-out milestone is considered met if at any time following the Transaction and prior to December 31, 2027, the volume weighted average price of indie’s Class A common stock is greater than or equal to $12.50 or $15.00 for any twenty trading days within any thirty-trading day period, respectively. Further, the earn-out milestones are also considered to be met if indie undergoes a Sale. A Sale is defined as the occurrence of any of the following for indie: (i) engage in a “going private” transaction pursuant to Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise cease to be subject to reporting obligations under Sections 13 or 15(d) of the Exchange Act; (ii) Class A common stock ceases to be listed on a national

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securities exchange, other than for the failure to satisfy minimum listing requirements under applicable stock exchange rules; or (iii) change of ownership (including a merger or consolidation) or approval of a plan for complete liquidation or dissolution.

These earn-out shares had been categorized into two components: (i) those associated with stockholders with vested equity at the closing of the Transaction that will be earned upon achievement of the earn-out milestones (the “Vested Shares”) and (ii) those associated with stockholders with unvested equity at the closing of the Transaction that will be earned over the remaining service period with the Company on their unvested equity shares and upon achievement of the Earn-Out Milestones (the “Unvested Shares”). The Vested Shares were classified as liabilities in the condensed consolidated balance sheet and the Unvested Shares are equity-classified share-based compensation to be recognized over time. The earn-out liability was initially measured at fair value at the closing of the Transaction and subsequently remeasured at the end of each reporting period. The change in fair value of the earn-out liability was recorded as part of Other income (expense), net in the condensed consolidated statement of operations.

The estimated fair value of the earn-out liability was determined using a Monte Carlo Simulations analysis that simulated the future path of the Company’s stock price over the earn-out period. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones including projected stock price, volatility, and risk-free rate.

Contingent Considerations

On May 13, 2020, in connection with the acquisition of City Semiconductor, Inc. (“City Semi”), the Company recorded contingent consideration as a long-term liability at an initial fair value of $1,180. The contingent consideration is comprised of two tranches. The first tranche is payable, up to a maximum of $500, upon the achievement of cash collection targets within twelve months of the acquisition, and $456 was achieved in May 2021. The second tranche is payable, up to a maximum of $1,500, upon the shipment of a product incorporating the acquired developed technology. In September 2021, the Company paid off the first tranche of the contingent consideration. In April 2023, the Company settled $500 of the $1,500 second tranche through the issuance of 73,311 shares of Class A common stock with a fair value of $608 at the time of issuance. In January 2024, the Company settled $500 of the $1,000 second tranche through the issuance of 62,562 shares of Class A common stock with a fair value of $500 at the time of issuance. The fair value of the remaining $500 second tranche contingent consideration liabilities was $470 as of June 30, 2024.

On January 4, 2022, in connection with the acquisition of Symeo, the Company recorded contingent considerations as a current and a long-term liability at an initial fair value of $4,390 and $3,446, respectively. The contingent consideration is comprised of two tranches. The first tranche was payable upon the achievement of a revenue threshold of $5,000 by March 31, 2023. The second tranche was payable upon Symeo’s achievement of a revenue threshold of $6,000 by March 31, 2024. On October 26, 2023, the Company issued 363,194 of Class A common stock, with a fair value of $1,900 at the time of issuance to Analog Devices, Inc., as final settlement for the achievement of the first tranche of the contingent considerations. The second tranche of contingent consideration liability was fully released during the three months ended June 30, 2024 as the earnout milestone was not met. The final change in fair value of $7 is recorded in Other income (expense), net in the condensed consolidated statement of operations for the three and six months ended June 30, 2024.

On February 21, 2023, in connection with the acquisition of Silicon Radar, the Company recorded contingent considerations as a current and a long-term liability at an initial fair value of $4,155 and $5,085, respectively. The contingent consideration is comprised of two tranches. The first tranche was payable upon the achievement of a revenue threshold of $5,000 for the twelve-month period ending on February 21, 2024. The second tranche is payable upon Silicon Radar’s achievement of a revenue threshold of $7,000 for the twelve-month period ending on February 21, 2025. Both tranches are payable in cash or in common stock at indie’s discretion. Should indie elect to pay in common stock, the number of shares issuable equals the earnout amount divided by a VWAP for 20 days ending prior to the due date for payment. In May 2024, the Company settled the first tranche through the issuance of 1,103,140 shares of Class A common stock with a fair value of $6,045 at the time of issuance. The fair value of the second tranche contingent consideration liability as of June 30, 2024 was $238. The change in fair value since the acquisition date is recorded in Other income (expense), net in the condensed consolidated statement of operations.

On March 3, 2023, in connection with the acquisition of GEO, the Company recorded contingent considerations as a current and a long-term liability at an initial fair value of $38,828 and $20,452, respectively. The contingent consideration is comprised of two tranches. The first tranche was payable upon the achievement of a revenue threshold of $20,000 for the 12-month period ending on March 31, 2024. The second tranche is payable upon GEO’s achievement of a revenue threshold of $10,000 for the six-month period ending on September 30, 2024. Both tranches are payable in cash or common stock, at indie’s election. Should indie elect to pay in common stock, the number of shares issuable equals the earnout amount divided by the Earnout Parent Trading Price. Payment in cash will be determined by the number of shares payable multiplied by the Earnout Parent Trading Price. In May 2024, the Company settled the first tranche through the issuance of 6,096,951 shares of Class A common

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stock with a fair value of $40,667 at the time of issuance. The fair value of the second tranche contingent consideration liability as of June 30, 2024 was $3,550. The change in fair value since the acquisition date is recorded in Other income (expense), net in the condensed consolidated statement of operations.

On September 18, 2023, in connection with the acquisition of Exalos, the Company recorded contingent considerations as a current and a long-term liability at an initial fair value of $9,341 and $3,884, respectively. The contingent consideration is comprised of two tranches. The first tranche is payable upon the achievement of a revenue threshold of $19,000 for the 12-month period ending on September 30, 2024. The second tranche is payable upon Exalos’ achievement of a revenue threshold of $21,000 for the 12-month period ending on September 30, 2025. Both tranches are payable in cash or in shares at indie’s discretion. The fair value of the first and second tranche contingent consideration liabilities as of June 30, 2024 was $6,622 and $4,136, respectively. The change in fair value since the acquisition date is recorded in Other income (expense), net in the condensed consolidated statement of operations.

On January 25, 2024, in connection with the acquisition of Kinetic, the Company recorded contingent considerations as a current and a long-term liability at an initial fair value of $2,251 and 2,348, respectively. The contingent consideration is comprised of two tranches. The first tranche is payable upon the achievement of a revenue threshold of $12,000 for the 12-month period ending on January 25, 2025. The second tranche is payable upon achievement of certain production-based milestones for the 24-month period ending on January 25, 2026. Both tranches are payable in cash or in shares at indie’s discretion. The fair value of the first and second tranche contingent consideration liabilities as of June 30, 2024 was $2,269 and $1,683, respectively. The change in fair value since the acquisition date is recorded in Other income (expense), net in the condensed consolidated statement of operations.

10.    Fair Value Measurements

The Company’s debt instruments are recorded at their carrying values in its condensed consolidated balance sheets, which may differ from their respective fair values. The estimated fair value of the Company’s 2027 Notes is based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt (see Note 7 — Debt for additional information). The fair values of the Company’s short-term loans generally approximated their carrying values.

At June 30, 2024 and 2023, the Company held currency forward contracts with an aggregated notional amount of $17,875 and $22,166, respectively to sell United States dollars and to buy various foreign currencies such as Canadian dollars and Euro, among others at a forward rate. Any changes in the fair value of these contracts are recorded in Other income (expense), net in the condensed consolidated statement of operations. During the three and six months ended June 30, 2024, the Company recorded a net loss of $657 and $1,209, respectively. During the three months ended June 30, 2023, the Company recorded a net loss of $262. During the six months ended June 30, 2023, the Company recorded a net gain of $493,

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The following table presents the Company’s fair value hierarchy for financial assets and liabilities:

	Fair Value Measurements as of June 30, 2024
	Level 1		Level 2		Level 3		Total
Liabilities:
Exalos Contingent Consideration - First Tranche	$	—	$	—	$	6,622	$	6,622
Exalos Contingent Consideration - Second Tranche	$	—	$	—	$	4,136	$	4,136
GEO Contingent Consideration - Second Tranche	$	—	$	—	$	3,550	$	3,550
GEO Indemnity Holdback	$	9,665	$	—	$	—	$	9,665
Kinetic Contingent Consideration - First Tranche	$	—	$	—	$	2,269	$	2,269
Kinetic Contingent Consideration - Second Tranche	$	—	$	—	$	1,683	$	1,683
Silicon Radar Contingent Consideration - Second Tranche	$	—	$	—	$	238	$	238
City Semi Contingent Consideration - Second Tranche	$	—	$	—	$	470	$	470

	Fair Value Measurements as of December 31, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Exalos Contingent consideration — First Tranche	$	—	$	—	$	9,593	$	9,593
Exalos Contingent Consideration — Second Tranche	$	—	$	—	$	4,012	$	4,012
GEO Contingent Consideration — First Tranche	$	—	$	—	$	44,709	$	44,709
GEO Contingent Consideration — Second Tranche	$	—	$	—	$	25,921	$	25,921
GEO Indemnity Holdback	$	12,704	$	—	$	—	$	12,704
Silicon Radar Contingent Consideration — First Tranche	$	—	$	—	$	2,740	$	2,740
Silicon Radar Contingent Consideration — Second Tranche	$	—	$	—	$	3,310	$	3,310
City Semi Contingent Consideration — Second Tranche	$	—	$	—	$	940	$	940
Symeo Contingent Consideration — Second Tranche	$	—	$	—	$	7	$	7

As of June 30, 2024 and December 31, 2023, the Company’s cash and cash equivalents were all held in cash or Level 1 instruments where the fair values approximate the carrying values.

Level 3 Disclosures

Contingent Considerations

Contingent considerations were valued based on the consideration expected to be transferred. The Company estimated the fair value based on a Monte Carlo Simulations analysis to simulate the probability of achievement of various milestones identified within each contingent consideration arrangement, using certain assumptions that require significant judgement and discount rates. The discount rates were based on the estimated cost of debt plus a premium, which included consideration of expected term of the earn-out payment, yield on treasury instruments and an estimated credit rating for the Company.

Because the acquisitions related to Exalos and Kinetic occurred relatively recently, and in light of the magnitude of the transactions, the significant information to be obtained and analyzed and the fact that Exalos resides in a foreign jurisdiction, the Company’s fair value estimates for the associated contingent considerations were valued based on a probability method as of June 30, 2024.

The following table presents the significant unobservable inputs assumed for each of the fair value measurements:

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	June 30, 2024		December 31, 2023
	Input		Input
Liabilities:
Exalos Contingent Consideration - First Tranche
Market yield rate	7.91	%	7.46	%
Scenario probability	50.00	%	75.00	%
Exalos Contingent Consideration - Second Tranche
Market yield rate	7.91	%	7.46	%
Scenario probability	70.00	%	70.00	%
GEO Contingent Consideration - Second Tranche
Discount rate	13.50	%	12.60	%
Volatility	55.00	%	60.00	%
Kinetic Contingent Consideration - First Tranche
Market yield rate	12.92	%	N/A
Scenario probability	100.00	%	N/A
Kinetic Contingent Consideration - Second Tranche
Market yield rate	12.64	%	N/A
Scenario probability	70.00	%	N/A
Silicon Radar Contingent Consideration - Second Tranche
Discount rate	11.33	%	10.79	%
Volatility	60.00	%	60.00	%
City Semi Contingent Consideration - Second Tranche
Discount rate	12.65	%	12.65	%

11.    Stockholders’ Equity

Wuxi Capital Raise

On November 29, 2022, the Company entered into and closed an agreement with multiple investors in China, including two of the top four Chinese automotive OEMs, that secured a strategic investment (“Wuxi Capital Raise”) through Wuxi indie Microelectronics Ltd. (“Wuxi”), indie’s majority controlled subsidiary. The Wuxi Capital Raise provided Wuxi additional funding of CNY300,000 (approximately $42,000) by issuing 371,160 shares from Wuxi, which represents 16% of Wuxi’s equity at the time of issuance. The funds raised are intended to promote Wuxi’s business development and strengthen its capabilities. Pursuant to the terms of the agreement, these investors subscribed for the 371,160 shares at CNY808.28 per share. As a result, indie’s ownership in Wuxi has reduced from 45% to 38% ownership control, with indie having 59% voting control. As indie continues to control Wuxi’s Board of Directors and has the majority of the voting interests, Wuxi’s financial results will continue to be consolidated with those of ADK LLC and its other wholly-owned subsidiaries. Minority interests held in Wuxi are accounted for as non-controlling interests in the Company’s condensed consolidated financial statements. Among other provisions, this agreement includes certain liquidation preferences for the investors (“Deemed Liquidation Event” or “DLE”) as well as an ability to exchange their Wuxi shares for shares of indie’s Class A common stock in the event Wuxi does not successfully complete a local initial public offering (“IPO”) by December 31, 2027 (the “Conversion”). A Deemed Liquidation Event includes but not limited to (a) a change of control of the Company or its surviving entity in a single, or series of related transactions, or merger, division, reorganization, acquisition, or business integration between the Company and any third parties, excluding any corporate restricting as duly approved pursuant to the AOA; or (b) a sale, transfer or otherwise disposal of the all or substantially all assets of the Company, in a single, or series of related transactions. Upon a DLE prior to IPO, the distribution will be made in cash in order of the liquidation preferences pursuant to the investment agreement for an amount that is the higher of (i) an amount equal to 100% of the applicable original issue price with an annual simple premium of 8% (calculated from the transaction closing date of November 29, 2022 to the date of the Liquidation Event), or (ii) an amount equal to the total liquidation proceeds received by the Company or the shareholders (as the case may be) directly in a Liquidation Event, multiplied by the shareholder’s proportionate ownership percentage, plus all accrued or declared but unpaid dividends of such share.

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Pursuant to the investment agreement, Wuxi shall use commercially reasonable efforts to meet the conditions for the IPO and list shares by a Chinese or overseas securities trading institutions and consummate an IPO as early as possible. If Wuxi is unable to consummate an IPO, indie undertakes to exchange the shares issued in this capital raise for indie’s Class A common stock equal to the total capital raised plus a premium of 8% per year (simple interest) between the execution date and December 31, 2027. The total amount is calculated using the exchange rate at the time of the stock exchange and the value of each of Class A common stock is based on the stock price at that time, but the exchange shall not exceed a total of 6,000,000 shares of indie Class A common stock.

Wuxi Equity Incentive Plan Paid-In Capital

In December 2023, employees in Wuxi exercised stock options granted to them through the Wuxi Equity Incentive Plan (the “Wuxi EIP”) and paid CNY87,959 (or approximately $12,346) in capital contributions to Wuxi.

The Wuxi EIP was approved by Wuxi’s Board of Directors and is a long-term incentive plan under which equity awards may be granted to employees of Wuxi in the form of options to purchase Wuxi common shares at a fixed strike price in the future after certain vesting conditions are met and which are then subject to certain holding conditions (“Options”). Options granted under the Wuxi EIP are equity-classified awards and subject to vest either six years from the grant date or when Wuxi achieves a successful IPO on a local stock exchange, whichever that is later. No compensation cost will be recognized until a qualifying event (i.e., IPO) is deemed probable to occur as these Options are considered to have no value until an IPO becomes probable. Upon occurrence of the qualifying event, the compensation cost will be recognized in full for vested Options. As of June 30, 2024, there was $11,802 of total unrecognized compensation cost related to these Options. These unrecognized compensation costs will be recognized in full when a qualifying event satisfying the in-substance performance condition becomes probable.

Further, per the Wuxi EIP, recipients of the Options should complete all capital contributions and payment of the incentive share price (the “Paid in Capital Contribution”) after Wuxi and the intermediary agencies (including securities companies, law firms, and accounting firms) that apply for IPO have reached an IPO application schedule and before the last financial benchmark date of Wuxi’s IPO application. The Paid in Capital Contribution is akin to an early exercise. Given that Wuxi has no obligation to return the paid-in capital contribution to the recipient of the award in any event (i.e., an unsuccessful IPO, termination of employment), the Company concludes that the Paid in Capital Contribution made by the recipient is classified into Additional paid-in capital on the consolidated balance sheet as of June 30, 2024.

The funds will be used for Wuxi’s general corporate purposes.

Stock Repurchase Program

On November 16, 2022, indie’s Board of Directors authorized the repurchase, from time to time, of up to $50,000 of indie’s Class A common stock and/or warrants to purchase common stock. This was inclusive of the concurrent repurchase of shares of common stock described in Note 7 — Debt, under the 2027 Notes, which allowed for a portion of net proceeds to be used to repurchase up to $25,000 of common stock. There were no repurchases of common stock during the three and six months ended June 30, 2024. As of June 30, 2024, there is $42,596 available for future repurchase under the program.

12.    Noncontrolling Interest

In connection with the closing of the Transaction on June 10, 2021, certain members of ADK LLC (the “ADK Minority Holders”) retained approximately 26% membership interest in ADK LLC. The ADK Minority Holders may from time to time, after December 10, 2021, exchange with indie, such holders’ units in ADK LLC for an equal number of shares of indie’s Class A common stock. As a result, indie’s ownership interest in ADK LLC will increase. The ADK Minority Holders’ ownership interests are accounted for as noncontrolling interests in the Company’s condensed consolidated financial statements. The Company’s ownership of ADK LLC was approximately 91% as of both June 30, 2024 and December 31, 2023.

In connection with the Transaction, the Company issued to ADK LLC Minority Holders an aggregate of 33,827,371 shares of Class V common stock of indie (the “Class V Holders”). The shares of Class V common stock provides no economic rights in indie to the holder thereof; however, each Class V Holder is entitled to vote with the holders of Class A common stock of indie, with each share of Class V common stock entitling the holder to one (1) vote per share of Class V common stock at the time of such vote (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications). As of June 30, 2024 and December 31, 2023, the Company had an aggregate of 18,044,332 and 18,694,332 shares of Class V common stock issued and outstanding, respectively.

ADK LLC held 59% voting control and 34% ownership interest in Wuxi as of both June 30, 2024 and December 31, 2023. From time to time, Wuxi has sold equity ownership and the transactions have reduced ADK LLC’s controlling interest in Wuxi

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on the condensed consolidated balance sheets. As of June 30, 2024, ADK LLC maintained its controlling ownership in Wuxi. Accordingly, Wuxi’s financial statements are consolidated with those of ADK LLC and its other wholly-owned subsidiaries. Minority interests held in Wuxi are accounted for as non-controlling interests in the Company’s condensed consolidated financial statements.

13.    Revenue

Disaggregation of Revenue

The Company disaggregates revenue from contracts with customers by geographic region, as the Company’s management believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

The following tables present revenue disaggregated by geography of the customer’s shipping location for the three and six months ended June 30, 2024 and 2023:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
United States	$	10,131	$	12,175	$	18,820	$	24,605
Greater China	23,063		20,042		45,354		39,284
South Korea	2,938		7,416		7,551		9,592
Europe	9,133		8,696		18,386		12,494
Rest of North America	1,236		2,602		3,017		4,384
Rest of Asia Pacific	5,099		522		10,337		978
South America	755		655		1,243		1,223
Total	$	52,355	$	52,108	$	104,708	$	92,560

Contract Balances

Certain assets or liabilities are recorded depending on the timing of revenue recognition, billings and cash collections on a contract-by-contract basis. Contract liabilities primarily relate to deferred revenue, including advance consideration received from customers for contracts prior to the transfer of control to the customer, and therefore revenue is recognized upon delivery of products and services or as the services are performed.

The following table presents the assets and liabilities associated with the engineering services contracts recorded on the condensed consolidated balance sheet as of June 30, 2024 and December 31, 2023:

	Balance Sheet Classification	June 30, 2024		December 31, 2023
Unbilled revenue	Prepaid expenses and other current assets	$	7,942	$	8,506
Contract liabilities	Accrued expenses and other current liabilities	$	3,171	$	2,473

During the three months ended June 30, 2024 and 2023, the Company recognized $524 and $405, respectively, of revenue related to amounts that were previously included in deferred revenue at the beginning of the period. During the six months ended June 30, 2024 and 2023, the Company recognized $1,092 and $1,242, respectively, of revenue related to amounts that were previously included in deferred revenue at the beginning of the period. Deferred revenue fluctuates over time due to changes in the timing of payments received from customers and revenue recognized for services provided.

Revenue related to remaining performance obligations represents the amount of contracted development arrangements that has not been recognized, which includes deferred revenue on the condensed consolidated balance sheet and unbilled amounts that will be recognized as revenue in future periods. As of June 30, 2024, the amount of performance obligations that have not been recognized as revenue was $4,851, of which approximately 100% is expected to be recognized as revenue over the next twelve months. This amount excludes the value of remaining performance obligations for contracts with an original expected length of one year or less. Variable consideration that has been constrained is excluded from the amount of performance obligations that have not been recognized.

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Concentrations

As identified below, one of our customers accounted for more than 10% of the Company’s total revenue for the three and six months ended June 30, 2023, and no customers accounted for more than 10% of the Company’s total revenue for the three and six months ended June 30, 2024:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Customer A	5.7	%	14.5	%	7.3	%	14.8	%

The loss of this customer would have a material impact on the Company’s condensed consolidated financial results.

One large customer represented 11% and 19% of accounts receivable as of June 30, 2024 and December 31, 2023, respectively. No other individual customer represented more than 10% of accounts receivable at either June 30, 2024 or December 31, 2023.

14.    Share-Based Compensation

Stock compensation expense is recorded in cost of goods sold, research and development, and general and administrative expenses based on the classification of the work performed by the grantees.

The following table sets forth the share-based compensation for the periods presented:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of goods sold	$	193	$	64	$	524	$	133
Research and development	7,562		7,255		24,538		13,518
Selling, general, and administrative	4,188		5,064		12,440		10,128
Total	$	11,943	$	12,383	$	37,502	$	23,779

Stock compensation expense for the three months ended June 30, 2024 and 2023 included $(1,511) of reduction and $2,111 of expenses, respectively, related to liability classified awards issuable upon distribution of the Company's annual incentive plans. Stock compensation expense for the six months ended June 30, 2024 and 2023 included $5,458 expense and $5,135 expense, respectively, related to liability classified awards issuable upon distribution of the Company's annual incentive plans.

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15.    Net Loss per Common Share

Basic and diluted net loss per common share was calculated as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Numerator:
Net loss	$	(21,000)	$	(13,563)	$	(55,223)	$	(95,529)
Less: Net loss attributable to noncontrolling interest	(1,840)		(436)		(4,884)		(9,656)
Net loss attributable to common stockholders — basic	$	(19,160)	$	(13,127)	$	(50,339)	$	(85,873)
Net loss attributable to common shares — dilutive	$	(19,160)	$	(13,127)	$	(50,339)	$	(85,873)
Denominator:
Weighted average shares outstanding — basic	170,164,241		141,973,731		167,384,295		136,760,936
Weighted average common shares outstanding—diluted	170,164,241		141,973,731		167,384,295		136,760,936
Net loss per share attributable to common shares— basic	$	(0.11)	$	(0.09)	$	(0.30)	$	(0.63)
Net loss per share attributable to common shares— diluted	$	(0.11)	$	(0.09)	$	(0.30)	$	(0.63)

The Company’s potentially dilutive securities, which include unvested Class B units, unvested phantom units, unvested restricted stock units, convertible Class V common shares, warrants for Class A units (public and private), unexercised options, earn-out shares, escrow shares and convertible debt have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. For the three and six months ended June 30, 2024 and 2023, the weighted average number of shares outstanding used to calculate both basic and diluted net loss per share attributable to common shares is the same because the Company reported a net loss for each of these periods and the effect of inclusion would be antidilutive. The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to shareholders for the periods indicated as their inclusion would have had an antidilutive effect:

	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Unvested Class B units	8,688	546,570	8,688	546,570
Unvested Phantom units	228,310	635,007	228,310	635,007
Unvested Restricted stock units	18,993,761	12,532,935	18,993,761	12,532,935
Convertible Class V common shares	18,044,332	18,994,332	18,044,332	18,994,332
Public warrants for the purchase of Class A common shares	—	17,250,000	—	17,250,000
Private warrants for the purchase of Class A common shares	—	10,150,000	—	10,150,000
Unexercised options	150,228	269,668	150,228	269,668
Earn-out Shares	5,000,000	5,000,000	5,000,000	5,000,000
Escrow Shares	1,725,000	1,725,000	1,725,000	1,725,000
Convertible debt into Class A common shares	18,497,110	18,497,110	18,497,110	18,497,110
	62,647,429	85,600,622	62,647,429	85,600,622

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16.    Income Taxes

We are subject to U.S. federal and state taxes with respect to our allocable share of any taxable income or loss of ADK, LLC, as well as any stand-alone income or loss we generate. ADK, LLC is treated as a partnership for U.S. income tax purposes and for most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, ADK, LLC’s taxable income or loss is passed through to its members, including us. Despite its status as a partnership in the United States, ADK, LLC’s foreign subsidiaries are taxable entities operating in foreign jurisdictions. As such, these foreign subsidiaries record a tax expense or benefit in jurisdictions where a valuation allowance has not been recorded.

Our effective tax rate in 2024 will differ from the U.S. federal statutory rate primarily due to changes in valuation allowance, tax expense or benefit in foreign jurisdictions taxed at different tax rates, foreign research and development tax credits and incentives, and changes in non-controlling interest.

Based primarily on our limited operating history and ADK LLC’s historical domestic losses, we believe there is a significant uncertainty as to when we will be able to use our domestic, federal and state, deferred tax assets (“DTAs”). Therefore, we have recorded a valuation allowance against these DTAs for which we have concluded that it is not more likely than not that these will be realized.

As part of reverse capitalization, the Company entered into Tax Receivable Agreements (“TRAs”) with certain shareholders that will represent approximately 85% of the calculated tax savings based on the portion of basis adjustments on future exchanges of ADK, LLC units and other carryforward attributes assumed that we anticipate to be able to utilize in future years. Through June 30, 2024, there have been exchanges of units that would generate a DTA; however, as there is a full valuation allowance on the related DTA, we have not recorded a liability under the TRAs.

Under GAAP, the Company ordinarily calculates its provision for income taxes at the end of each interim reporting period by computing an estimated annual effective tax rate adjusted for tax items that are discrete to each period. For the three months ended March 31, 2024, the company calculated the tax provision based on actual year to date results because small changes in forecasted pre-tax book income led to large differences in the estimated annual effective tax rate. For the three and six months ended June 30, 2024, the Company is using the estimated annual effective tax rate due to reliable forecasts.

The Company recorded a provision for income taxes of $86 and $342 for the three months ended June 30, 2024 and 2023, respectively. The Company recorded a benefit for income taxes of $1,023 and $3,364 for the six months ended June 30, 2024 and 2023, respectively. Income tax benefit (provision) for the three and six months ended June 30, 2024 are primarily related to the Company’s foreign operations. Income tax benefit (provision) for the three and six months ended June 30, 2023 are primarily related to the tax effects of our acquisition of GEO and subsequent tax reorganizations.

17.    Commitments and Contingencies

Litigation

On November 3, 2023, the Company received a demand letter alleging breaches relating to covenants and demanded payments of $7,500 in contingent consideration related to a previously completed business combination. On November 30, 2023, the Company responded to the demand letter, denying that any breach occurred or that the party is entitled to any damages. There have been no further developments on this matter. The Company is unable to make a reasonable estimate of a potential loss, if any, on this matter. The Company intends to continue to vigorously defend against the claims made in the demand letter.

In addition to the foregoing matter, from time to time, the Company may be a party to routine claims or litigation matters that arise in the ordinary course of its business. These may include disputes and lawsuits related to intellectual property, mergers and acquisitions, licensing, contract law, tax, regulatory, distribution arrangements, employee relations and other matters. Periodically, the Company reviews the status of these matters and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and a range of possible losses can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, the Company continues to reassess the potential liability related to pending claims and litigation and may revise estimates.

Royalty Agreement

The Company has entered into license agreements to use certain technology in its design and manufacture of its products. The agreements require royalty fees for each semiconductor sold using the licensed technology. Total royalty expense incurred in connection with these contracts during the three months ended June 30, 2024 and 2023 was $639 and $953, respectively. Total royalty expense incurred in connection with these contracts during the six months ended June 30, 2024 and 2023 was $1,185

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and $1,433. These expenses are included in cost of goods sold in the condensed consolidated statements of operations. Accrued royalties of $299 and $789 are included in Accrued expenses and other current liabilities in the Company’s condensed consolidated balance sheets as of June 30, 2024 and consolidated balance sheets as of December 31, 2023, respectively.

Tax Distributions

To the extent the Company has funds legally available, the Board of Directors will approve distributions to each member of ADK LLC, prior to March 15 of each year, in an amount per unit that, when added to all other distributions made to such member with respect to the previous calendar year, equals the estimated federal and state income tax liabilities applicable to such member as the result of its, his or her ownership of the units and the associated net taxable income allocated with respect to such units for the previous calendar year. There were no distributions approved by the Board of Directors or paid by the Company during the six months ended June 30, 2024 and 2023.

18. Supplemental Financial Information

Accrued expenses and other current liabilities consist of the following:

	June 30, 2024		December 31, 2023
Holdbacks and deferred payments for business combinations	$	12,665	$	4,339
Accrued interest	1,110		1,120
Operating lease liabilities, current	2,752		2,653
Deferred revenue	3,171		2,473
Accrued royalties	299		789
Other (1)	7,598		10,037
Accrued expenses and other current liabilities	$	27,595	$	21,411

(1) Amount represents accruals for various operating expenses such as professional fees, open purchase orders, and other estimates that are expected to be paid within the next 12 months.

19.    Subsequent Events 

For its condensed consolidated financial statements as of June 30, 2024, management reviewed and evaluated material subsequent events from the condensed consolidated balance sheet date of June 30, 2024 through August 9, 2024, the date the condensed consolidated financial statements were issued. 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF INDIE

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us, or “our” refer to the business of indie and its subsidiaries prior to the consummation of the Transaction. Throughout this section, unless otherwise noted, “indie” refers to indie Semiconductor, Inc. and its consolidated subsidiaries.

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. You should read this discussion and analysis in conjunction with the accompanying unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Form 10-Q. Certain amounts may not foot due to rounding. This discussion and analysis contains forward-looking statements. See “Forward Looking Statements.” We urge you to consider the risks and uncertainties discussed in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the Fiscal Year ended December 31, 2023, including, but not limited to, those described under the sections entitled “Risk Factors” and in the other documents we have filed with the SEC in evaluating our forward-looking statements. We assume no obligation to update any of these forward-looking statements except as required by law. Actual results may differ materially from those contained in any forward-looking statements.

OUR COMPANY

indie offers highly innovative automotive semiconductors and software solutions for Advanced Driver Assistance Systems (“ADAS”), autonomous vehicle, connected car, user experience and electrification applications. We focus on edge sensors across multiple modalities spanning LiDAR, radar, ultrasound and computer vision. These functions represent the core underpinnings of both electric and autonomous vehicles, while the advanced user interfaces are transforming the in-cabin experience to mirror and seamlessly connect to the mobile platforms we rely on every day. We are an approved vendor to Tier 1 automotive suppliers and our platforms can be found in marquee automotive manufacturers around the world. Headquartered in Aliso Viejo, California, indie has design centers and sales offices in Austin, Texas; Boston, Massachusetts; Detroit, Michigan; San Francisco and San Jose, California; Cordoba, Argentina; Budapest, Hungary; Dresden, Frankfurt an der Oder, Munich and Nuremberg, Germany; Edinburgh, Scotland; Schlieren, Switzerland; Rabat, Morocco; Haifa, Israel; Quebec City and Toronto, Canada; Seoul, South Korea; Tokyo, Japan and several locations throughout China.

We maintain design centers for our semiconductor engineers and designers in the United States, Argentina, Canada, Hungary, Germany, Scotland, Morocco, Israel, Switzerland and China. We engage subcontractors to manufacture our products. These subcontractors, as well as the majority of our customers’ locations, are primarily in Asia. For the six months ended June 30, 2024 and 2023, approximately 65% and 63%, respectively, of our product revenues were recognized for shipments to customer locations in Asia.

Execution of At-The-Market Agreement

On August 26, 2022, we entered into an At Market Issuance Agreement (“ATM Agreement”) with B. Riley Securities, Inc., Craig-Hallum Capital Group LLC and Roth Capital Partners, LLC (collectively as “Sales Agents”) relating to shares of our Class A common stock, par value $0.0001 per share (the “Class A common stock”). In accordance with the terms of the ATM Agreement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $150.0 million from time to time through the Sales Agents, acting as our agent or principal. We implemented this program for the flexibility that it provides to the capital markets and to best time our equity capital needs. As of June 30, 2024, we had raised gross proceeds of $72.7 million and issued 7,696,311 shares of Class A common stock at an average per-share sales price of $9.45 through this program. During the six months ended June 30, 2024 we raised gross proceeds of $2.4 million and issued 345,052 shares of Class A common stock at an average per-share sales price of $6.87. During the six months ended June 30, 2023, we raised gross proceeds of $53.1 million and issued 5,219,500 shares of Class A common stock at an average per-share sales price of $10.18. For the three months ended June 30, 2024 and 2023, indie incurred total issuance costs of $0.1 million and $0.4 million, respectively. For the six months ended June 30, 2024 and 2023, indie incurred total issuance costs of $0.1 million and $1.1 million, respectively.

Recent Acquisitions

Kinetic Technologies

On January 25, 2024 (the “Deal Closing Date”), indie and ADK LLC completed its acquisition of Kinetic Technologies, LLC (“Kinetic”). The acquisition was consummated pursuant to an Asset Purchase Agreement (the “APA”), carving out certain

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assets, including R&D personnel and intellectual properties (“IP”) from Kinetic Technologies (“Kinetic”), in support of a custom product development for a North American electric vehicle OEM. The closing consideration consisted of (i) $3.2 million in cash as the initial cash consideration, net of an adjustment holdback amount of $0.5 million and an indemnity holdback amount of $0.8 million, (ii) $2.3 million of contingent consideration, payable in cash or Class A common stock, subject to achievement of certain production based milestones 24 months after the Deal Closing Date, and (iii) $2.3 million of contingent consideration, payable in cash or Class A common stock, subject to achievement of a revenue based milestone 12 months after the Deal Closing Date. The purchase price is subject to working capital and other adjustments as provided in the APA.

See Note 2 — Business Combinations for additional descriptions of our recent acquisitions.

Impact of Macroeconomic Conditions

Current and continued inflationary conditions have led, and may continue to lead to, rising prices or rising interest rates, which has had a dampening effect on overall economic activity and consumer demand for automotive products. Additionally, the recent conflict in the Middle East and the implications of these events has created global political and economic uncertainty. We are closely monitoring developments, including potential impact to our business, customers, suppliers, our employees and operations in Israel, the Middle East and elsewhere. At this time, the impact to indie is subject to change given the volatile nature of the situation.

Refer to Part I, Item 1A of our 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under the heading “Risk Factors” for more information on our risks and uncertainties.

OPERATING RESULTS

Comparison of the Three Months Ended June 30, 2024 and 2023

Revenue

	Three Months Ended June 30,
	2024				2023
(in thousands)	$		% of Revenue		$		% of Revenue		$ Change		% Change
Revenue:
Product revenue	$	49,009	94	%	$	45,455	87	%	$	3,554	8	%
Contract revenue	3,346		6	%	6,653		13	%	(3,307)		(50)	%
Total revenue	$	52,355	100	%	$	52,108	100	%	$	247	—	%

Revenue for the three months ended June 30, 2024 was $52.4 million, compared to $52.1 million for the three months ended June 30, 2023, an increase of $0.2 million, which was primarily driven by a $3.6 million increase in product revenue and largely offset by $3.3 million decrease in contract revenue. The increase in product revenue was due primarily to change in product mix as well as higher product volume (units sold) given the continued growth in demand from our customers globally as well as the recent acquisitions. These increases were partially offset by changes in average selling price (“ASP”). The decrease in contract revenue of $3.3 million was primarily due to a large multi-year non-recurring engineering project that commenced in early 2022 that is winding down towards its completion stage in the current year.

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Operating Expenses

	Three Months Ended June 30,
	2024				2023
(in thousands)	$		% of Revenue		$		% of Revenue		$ Change		% Change
Operating expenses:
Cost of goods sold	$	30,241	58	%	$	32,127	62	%	$	(1,886)	(6)	%
Research and development	41,301		79	%	42,069		81	%	(768)		(2)	%
Selling, general, and administrative	17,447		33	%	18,637		36	%	(1,190)		(6)	%
Total operating expenses	$	88,989	170	%	$	92,833	178	%	$	(3,844)	(4)	%

Cost of goods sold for the three months ended June 30, 2024 was $30.2 million, compared to $32.1 million for the three months ended June 30, 2023. The decrease of $1.9 million or 6% was primarily due to a $2.6 million increase in product shipments in connection with the increase in products sold as described above, a $1.5 million increase due to change in product mix, offset by a $2.8 million decrease in product cost. Total cost of goods sold for the three months ended June 30, 2023 also included an additional $3.4 million in amortization related to inventory step-up value in connection with the acquisitions that took place during the period.

Research and development expense for the three months ended June 30, 2024 was $41.3 million, compared to $42.1 million for the three months ended June 30, 2023. The decrease of $0.8 million or 2% was primarily due to a $0.8 million decrease in product development costs due to the timing of our project development timeline. We expect research and development expense to increase as we continue to grow our headcount to support expanded product development needs.

Selling, general and administrative expense for the three months ended June 30, 2024 was $17.4 million, compared to $18.6 million for the three months ended June 30, 2023. The decrease of $1.2 million or 6% was primarily due to a $0.7 million decrease in personnel costs and a $0.9 million decrease in share-based compensation expense. We expect selling, general, and administrative expense to increase as we grow our headcount to support our global expansion.

Other income (expense), net

	Three Months Ended June 30,
	2024		2023
(in thousands)	$		$		$ Change		% Change
Other income (expense), net:
Interest income	$	1,076	$	1,870	$	(794)	(42)	%
Interest expense	(2,134)		(2,144)		10		—	%
Gain from change in fair value of warrants	—		25,046		(25,046)		(100)	%
Gain from change in fair value of contingent considerations and acquisition-related holdbacks	17,331		2,303		15,028		653	%
Other income (expense)	(553)		429		(982)		100	%
Total other income (expense), net	$	15,720	$	27,504	$	(11,784)	(43)	%

Interest income for the three months ended June 30, 2024 was $1.1 million, compared to $1.9 million for the three months ended June 30, 2023. Interest income decreased in the current period primarily as a result of lower cash balances due to multiple acquisitions in 2023 and the first quarter of 2024.

Interest expense for the three months ended June 30, 2024 remained consistent at $2.1 million for both the three months ended June 30, 2024 and 2023, respectively.

For the three months ended June 30, 2024 and 2023, we recognized gains (losses) from change in fair value for warrants, contingent considerations and acquisition-related holdbacks. The gains (losses) recorded for the three months ended June 30, 2024 and 2023 represent the following:

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i) Warrants: During the three months ended June 30, 2023, we recognized an unrealized gain from change in fair value of our warrants of $25.0 million, which reflected the decrease in fair value of our warrant liability, resulting from the decrease of the closing price of our Class A common stock listed on the Nasdaq to $9.40 per share on June 30, 2023 from $10.55 per share on March 31, 2023. As of November 9, 2023, we completed our exchange of Warrants. Subsequently there will be no future remeasurement.

ii) Contingent considerations and acquisition-related holdbacks: During the three months ended June 30, 2024, we recognized a net unrealized gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $17.3 million, which is primarily attributed to a realized gain of $4.0 million and a realized loss of $3.3 million for the settlement of contingent considerations related to the GEO and Silicon Radar acquisitions, respectively, an unrealized gain of $9.3 million and $6.8 million for the contingent considerations and acquisition-related holdbacks related to the GEO and Silicon Radar acquisitions, respectively, as well as a $0.5 million net unrealized gain for other contingent considerations and acquisition-related holdbacks. During the three months ended June 30, 2023, we recognized an net unrealized gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $2.3 million which is primarily contributed by an unrealized gain of $1.8 million and $0.6 million for the contingent considerations and acquisition-related holdbacks related to the GEO and Symeo acquisitions, respectively, offset by a $0.1 million net unrealized loss for other contingent considerations and acquisition-related holdbacks.

Other income (expense) for the three months ended June 30, 2024 and 2023 was $(0.6) million and $0.4 million. Other income (expense) relates primarily to the realized and unrealized foreign currency gains and losses during the period, which was primarily driven by a net gain (loss) of $(0.7) million and $(0.3) million related to the change in fair value of our currency forward contracts entered during the periods.

Income Taxes

Income tax expense for the three months ended June 30, 2024 are primarily related to our foreign operations. Income tax expense for the three months ended June 30, 2023 is primarily related to our operations in Canada and Europe.

Refer to Note 16, Income Tax, in our accompanying unaudited condensed consolidated financial statements for additional detail.

Comparison of the Six Months Ended June 30, 2024 and 2023

Revenue

	Six Months Ended June 30,
	2024				2023
(in thousands)	$		% of Revenue		$		% of Revenue		$ Change		% Change
Revenue:
Product revenue	$	97,587	93	%	$	79,108	85	%	$	18,479	23	%
Contract revenue	7,121		7	%	13,452		15	%	(6,331)		(47)	%
Total revenue	$	104,708	100	%	$	92,560	100	%	$	12,148	13	%

Revenue for the six months ended June 30, 2024 was $104.7 million, compared to $92.6 million for the six months ended June 30, 2023, an increase of $12.1 million or 13%, which was primarily driven by a $18.5 million increase in product revenue, offset by a decrease in contract revenue. The increase in product revenue was due primarily to change in product mix as well as higher product volume (units sold) given the continued growth in demand from our customers globally as well as the recent acquisitions, offset by a slight change in ASP. The decrease in contract revenue of $6.3 million or 47% was primarily due to a large multi-year non-recurring engineering project that commenced in early 2022 and is winding down towards its completion stage in the current year.

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Operating expenses

	Six Months Ended June 30,
	2024				2023
(in thousands)	$		% of Revenue		$		% of Revenue		$ Change		% Change
Operating expenses:
Cost of goods sold	$	60,330	58	%	$	56,183	61	%	$	4,147	7	%
Research and development	90,890		87	%	78,632		85	%	12,258		16	%
Selling, general, and administrative	39,769		38	%	35,451		38	%	4,318		12	%
Total operating expenses	$	190,989	182	%	$	170,266	184	%	$	20,723	12	%

Cost of goods sold for the six months ended June 30, 2024 was $60.3 million, compared to $56.2 million for the six months ended June 30, 2023. The increase of $4.1 million or 7% was primarily due to a $8.0 million increase due to change in product mix, a $4.9 million increase in product shipments in connection with the increase in products sold as described above, offset by a $4.8 million decrease in product cost. Total cost of goods sold for the six months ended June 30, 2023 also included an additional $4.0 million in amortization related to inventory step-up value in connection with the recent acquisitions.

Research and development (“R&D”) expense for the six months ended June 30, 2024 was $90.9 million, compared to $78.6 million for the six months ended June 30, 2023. This increase of $12.3 million or 16% was primarily due to a $3.0 million increase in personnel to support our continuous growth in research and development needs. Research and development expense for the six months ended June 30, 2024 also included an $11.0 million increase in share-based compensation expense. We expect research and development expense to continue to increase as we continue to grow our headcount to support expanded product development activities.

Selling, general and administrative expense for the six months ended June 30, 2024 was $39.8 million, compared to $35.5 million for the six months ended June 30, 2023. The increase of $4.3 million or 12% was primarily due to a $1.6 million increase in personnel costs due to increase in headcounts, and a $2.3 million increase in share-based compensation expense. We expect selling, general, and administrative expense to continue to increase as we grow our headcount to support our global expansion.

	Six Months Ended June 30,
	2024		2023
(in thousands)	$		$		$ Change		% Change
Other income (expense), net:
Interest income	$	2,385	$	4,289	$	(1,904)	(44)	%
Interest expense	(4,240)		(4,292)		52		(1)	%
Gain (loss) from change in fair value of warrants	—		(22,286)		22,286		(100)	%
Gain from change in fair value of contingent considerations and acquisition-related holdbacks	32,690		673		32,017		4757	%
Other income (expense)	(800)		429		(1,229)		(286)	%
Total other income (expense), net	$	30,035	$	(21,187)	$	51,222	(242)	%

Interest income for the six months ended June 30, 2024 was $2.4 million, decreased by $1.9 million or 44% from the six months ended June 30, 2023. Interest income decreased in the current period primarily as a result of lower cash balances due to multiple acquisitions in 2023 and the first quarter of 2024.

Interest expense for the six months ended June 30, 2024 remained consistent at $4.2 million for both the six months ended June 30, 2024 and 2023.

For the six months ended June 30, 2024 and 2023, we recognized gains (losses) from change in fair value for warrants, contingent considerations and acquisition-related holdbacks. The gains (losses) recorded for the both the six months ended June 30, 2024 and 2023 represent the following:

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i) Warrants: During the six months ended June 30, 2023, we recognized an unrealized loss from change in fair value of our warrants of $22.3 million, which reflected the increase in fair value of our warrant liability, resulting from the increase of the closing price of our Class A common stock listed on the Nasdaq to $9.40 per share on June 30, 2023 from $5.83 per share on December 31, 2022. As of November 9, 2023, we completed our exchange of Warrants. Subsequently there will be no future remeasurement.

ii) Contingent considerations and acquisition-related holdbacks: During the six months ended June 30, 2024, we recognized an unrealized gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $32.7 million which is primarily contributed by a realized gain of $4.0 million and a realized loss of $3.3 million for the settlement of contingent considerations related to the GEO and Silicon Radar acquisitions, respectively, an unrealized gain of $25.4 million and $3.1 million for the contingent considerations and acquisition-related holdback related to the GEO and Silicon Radar acquisitions, respectively, as well as an unrealized gain of $2.8 million for the contingent considerations and acquisition-related holdback related to Exalos. Also included is an additional $0.7 million unrealized gain for other contingent considerations and acquisition-related holdbacks. During the six months ended June 30, 2023, we recognized an unrealized net gain from change in fair value of our contingent considerations of $0.7 million, which is primarily contributed by an unrealized gain of $2.1 million for the contingent considerations and acquisition-related holdback related to GEO, offset by $1.1 million and $0.3 million for the contingent considerations related to the Symeo and Silicon Radar acquisitions, respectively, offset by a $0.1 million net unrealized gain for other contingent considerations and acquisition-related holdbacks.

Income Taxes

Income tax benefits for the six months ended June 30, 2024 are primarily related to our foreign operations. Income tax benefits for the six months ended June 30, 2023 are primarily related to the tax effects of our acquisition of GEO and subsequent tax reorganizations.

Refer to Note 16, Income Tax, in our accompanying unaudited condensed consolidated financial statements for additional detail.

Liquidity and Capital Resources

Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, working capital requirements related to inventory, accounts payable and general and administrative expenditures. In addition, from time to time, we use cash to fund our mergers and acquisitions, purchases of various capital, intellectual property and software assets and scheduled repayments for outstanding debt obligations. Our immediate sources of liquidity are cash, cash equivalents and funds anticipated to be generated from our operations, available borrowings under our revolving credit facility and the issuance of Class A common stock under the ATM Agreement. We believe these sources of liquidity will be sufficient to meet our needs for at least the next 12 months. Our future capital requirements may vary from those currently planned and will depend on many factors, including our rate of sales growth, the timing and extent of spending on various business initiatives, including potential merger and acquisition activities, our international expansion, the timing of new product introductions, market acceptance of our solutions, and overall economic conditions including the potential impact of global supply imbalances, rising interest rates, inflationary pressures, the impact of the ongoing conflicts in Ukraine and the Middle East, and volatility in the global financial markets. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. We have cash deposits with large financial institutions that have stable outlooks and credit ratings as of August 9, 2024. These cash deposits may exceed the insurance provided on such deposits. As part of our cash management strategy going forward, we concentrate cash deposits with large financial institutions that are subject to regulation and maintain deposits across diverse retail banks.

Historically, we derive liquidity primarily from debt and equity financing activities as we have historically had negative cash flows from operations. As of June 30, 2024, our balance of cash and cash equivalents, including restricted cash, was $122.6 million.

In December 2023, employees in Wuxi exercised options granted to them through the Wuxi Employee Equity Incentive Plan (the “Wuxi EIP”) and contributed total capital of CNY88.0 million (approximately $12.3 million) from option proceeds in preparation for a potential IPO in China. The funds will be used by Wuxi for general corporate purposes. Wuxi does not have an obligation to repay the collected capital to its employees in the case of an unsuccessful IPO.

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On March 29, 2024, we entered into a revolving line of credit agreement with Wells Fargo Bank, National Association (“Wells Fargo”) with a credit limit of $10 million, bearing interest at the Secured Overnight Financing Rate (“SOFR”) plus 1.75%. The outstanding principal balance is due and payable in full on March 28, 2025. Interest is payable monthly beginning on May 1, 2024 through the maturity date. This line of credit required us to collateralize a cash balance equal to the total outstanding balance in a cash security account with Wells Fargo.

Acquisitions

We have completed multiple acquisitions in the last couple of years and we plan to selectively pursue and assess inorganic growth opportunities that are complementary to our existing technologies and portfolio of products and/or accelerate our growth initiatives.

In connection with our acquisitions (See Part I, Item 1, Note 2, Business Combinations, of this quarterly report on Form 10-Q), we may from time to time be required to make future payments or issue additional shares of our common stock to satisfy our obligations under the acquisition agreements, including to satisfy certain earn-out requirements. In January 2022 we completed the acquisition of Symeo, for which we made an initial cash payment of approximately $10.0 million and an additional $10.0 million was paid in January 2023. We are still subject to an equity based earn out of Class A common stock based on Symeo’s future revenue growth.

In February 2023, we entered into an agreement to acquire GEO, and completed the transaction on March 3, 2023. The closing consideration consisted of (i) $93.4 million in cash (including accrued cash considerations at closing and net of cash acquired); (ii) the issuance by indie of 6,868,768 shares of Class A common stock at closing, with a fair value of $75.6 million; (iii) 1,907,180 shares of Class A common stock, with a fair value of $21.0 million at closing, payable in the next 24-month period after closing; and (iv) an earn-out with a fair value of $59.3 million at closing payable in cash or in Class A common stock, subject to achieving certain GEO-related revenue targets through September 30, 2024.

Additionally, in February, 2023, we acquired Silicon Radar, for approximately (i) $9.2 million in cash (including debt payable at closing and net of cash acquired), (ii) the issuance by indie of 982,445 shares of Class A common stock at closing, with a fair value of $9.8 million; and (iii) a contingent consideration with fair value of $9.2 million at closing, payable in cash or in Class A common stock subject to Silicon Radar’s achievement of certain revenue-based and design-win milestones through February 21, 2025.

In September 2023, we acquired Exalos. The closing consideration consisted of (i) the issuance by indie of 6,613,786 shares of Class A common stock at closing, with a fair value of $42.8 million; (ii) a contingent consideration with fair value of $13.2 million at closing, payable in cash, subject to Exalos’ achievement of certain revenue-based milestones through September 30, 2025; and (iii) a holdback of $2.5 million subject to final release 12 months from the acquisition date payable in shares of Class A common stock.

On January 25, 2024, we completed the acquisition of certain business properties from Kinetic through an asset purchase agreement. The closing consideration consisted of (i) $3.2 million in cash as the initial cash consideration, net of an adjustment holdback amount of $0.5 million and an indemnity holdback amount of $0.8 million, (ii) $2.3 million of contingent considerations, payable in cash or Class A common stock, subject to achievement of certain production based milestone for the next 24 months, or through January 25, 2026, and (iii) $2.3 million of contingent considerations, payable in cash or Class A common stock, subject to achievement of certain revenue based milestones 12 months after January 25, 2024. The indemnity holdback amount is payable within five business days after the 18-month anniversary of the closing date of January 25, 2024.

We expect to continue to incur net operating losses and negative cash flows from operations. We also expect our research and development expenses, general and administrative expenses and capital expenditures will increase over time as we continue to expand our operations, product offerings and customer base.

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The following table summarizes our condensed consolidated cash flows for the six months ended June 30, 2024 and 2023:

	Six Months Ended June 30,				Change		Change
	2024		2023		$		%
Net cash used in operating activities	$	(29,073)	$	(73,140)	$	44,067	(60)	%
Net cash used in investing activities	(9,179)		(104,993)		95,814		(91)	%
Net cash provided by financing activities	6,558		35,725		(29,167)		(82)	%

Operating Activities

Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, working capital requirements related to inventory, accounts payable and general and administrative expenditures.

For the six months ended June 30, 2024, net cash used in operating activities was $29.1 million, which included net loss of $55.2 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash increases primarily consisted of $31.5 million of net losses resulting from a change in fair value for contingent considerations, and currency forward contracts, $37.5 million in share-based compensation expense and $19.2 million in depreciation and amortization. Changes in operating assets and liabilities from operations provided $1.8 million of cash, primarily driven by an increase in accounts payable, and a decrease in accounts receivable, offset by an increase in inventory and a decrease in accrued expenses and other current liabilities.

Cash used in operating activities during the six months ended June 30, 2023 was $73.1 million, which included net loss of $95.5 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash increases primarily consisted of $21.6 million of net losses resulting from a change in fair value for warrants and contingent considerations, $23.8 million in share-based compensation expense and $16.2 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $42.8 million of cash, primarily driven by an increase in inventory, accounts receivable, prepaid and other current assets, and a decrease in accrued expenses and other current liabilities,

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2024 and 2023 was $9.2 million and $105.0 million, respectively. During the period ended June 30, 2024, the decrease in cash was primarily due to the acquisition of Kinetic for $3.2 million, net of cash acquired, as well as an increase in cash used of $6.0 million for the purchase of capital expenditures. During the period ended June 30, 2023, the decrease in cash was primarily due to the acquisitions of GEO and Silicon Radar for $98.4 million, net of cash acquired, as well as an increase in cash used of $6.6 million for the purchase of capital expenditures. We expect that we will make additional capital expenditures in the future, including licenses to various intangible assets, in order to support the future growth of our business.

Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2024 was $6.6 million, which was primarily attributed to $10.0 million of net proceeds from the issuance of the line of credit through Wells Fargo, and $2.3 million of net proceeds from the issuance of common stocks through the ATM, partially offset by $1.7 million payments on debt obligations and $4.4 million of payments on financed software.

Net cash provided by financing activities for the six months ended June 30, 2023 was $35.7 million, which was primarily attributed to $52.0 million of net proceeds from the issuance of common stocks through the ATM, partially offset by $12.2 million payments on short-term debt, and $4.1 million of payments on financed software.

Future Material Cash Obligations

Following is a summary of our material cash requirements from known contractual and other obligations, including commitments for capital expenditures, as of June 30, 2024:

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	Future Estimated Cash Payments Due by Period
Contractual Obligations	Less than 1 year		1 - 3 years		3-5 years		>5 years		Total
Debt obligations	$	13,682	$	—	$	160,000	$	—	$	173,682
Interest on debt obligations	3,630		14,400		6,293		—		24,323
Operating leases	1,435		4,876		4,369		3,465		14,145
Holdbacks payable in cash	500		800		—		—		1,300
Total contractual obligations	$	19,247	$	20,076	$	170,662	$	3,465	$	213,450

In connection with our acquisitions (See further Part I, Item 2. Liquidity and Capital Resources - Acquisitions, of this quarterly report on Form 10-Q), we may be required to make future payments or issue additional shares of our common stock to satisfy certain earn-out requirements under the acquisition agreements.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments in applying our most critical accounting policies that can have a significant impact on the results we report in our financial statements. The SEC has defined critical accounting estimates as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on a registrant’s financial condition or results of operations. Based on this definition, our most critical accounting estimates include revenue recognition, which impacts the recording of net revenue; business combinations, which impacts the fair value of acquired assets and assumed liabilities; and contingent considerations, which impact the fair value of assumed liabilities and the recording of other income (expense). We have other significant accounting policies that do not generally require subjective estimates or judgments or would not have a material impact on our results of operations. Our critical accounting policies and estimates are disclosed under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

There have been no material changes to our critical accounting policies and estimates as disclosed in our Annual Report on Form 10-K filed for the year ended December 31, 2023.

Recently Issued and Adopted Accounting Standards

We describe the recently issued and adopted accounting pronouncements that apply to us in Note 1 — Nature of Business and Basis of Presentation to our condensed consolidated financial statements presented herein.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Risk

We have international operations, giving rise to exposure to market risks from changes in currency exchange rates. Our primary foreign currency exposures are the Canadian dollar, Chinese yuan/renminbi, Euro, British pound sterling and Israeli New Shekel. Foreign exchange gains and losses that resulted from our international operations are included in the determination of Net income (loss). The foreign currency translation exchange loss included in determining loss before income taxes was $0.6 million and $0.8 million for the three and six months ended June 30, 2024. For both the three and six months ended June 30, 2023 the foreign currency translation exchange gain included in determining loss before income taxes was $0.4 million. The year-over-year change was primarily related to the change in fair value of our currency forward contracts entered into during 2024. We also have intercompany loans with certain of our foreign subsidiaries that are long-term in nature. Repayments of such principal amounts are neither planned nor anticipated in the foreseeable future and are therefore treated analogous to equity for accounting purposes. As a result, the foreign exchange gains and losses on these borrowings are excluded from the determination of Net income (loss) and recorded as a component of Accumulated other comprehensive income (loss) in the consolidated balance sheets. A cumulative foreign currency translation loss of $13.8 million and $9.5 million related to our foreign subsidiaries is included in “Accumulated other comprehensive loss” within the Stockholders' Equity section of the consolidated balance sheet at June 30, 2024 and 2023, respectively. The year-over-year change was primarily driven by the cumulative foreign currency translation loss recorded in relation to permanently invested intercompany loans as of June 30, 2024 as the exchange rate for U.S. dollar fluctuates against foreign currencies.

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As our international operations grow, our risks associated with fluctuation in foreign currency rates will become greater, and we will continue to reassess our approach to managing this risk. In addition, currency fluctuations or a weakening U.S. dollar could increase the costs of our international expansion and operation. To mitigate the risk, we plan to enter into additional foreign currency forward contracts in the foreseeable future.

Investment and Interest Rate Risk

Our exposure to interest rate and general market risks relates principally to our investment portfolio, which consists of cash and cash equivalents (money market funds and marketable securities purchased with less than ninety days until maturity) and restricted cash that totals approximately $122.6 million as of June 30, 2024.

The main objectives of our investment activities are liquidity and preservation of capital. Our cash equivalent investments have short-term maturity periods that dampen the impact of market or interest rate risk. Credit risk associated with our investments is not material because our investments are diversified across securities with high credit ratings.

Given the objectives of our investment activities, and the relatively low interest income generated from our cash, cash equivalents, and other investments, we do not believe that investment or interest rate risks currently pose material exposures to our business or results of operations even in the current environment of rising interest rates.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2024 and based on this evaluation, have concluded that, as a result of the material weaknesses in internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of June 30, 2024.

Per Rule 13a-15(e), the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, our management recognizes that any system of controls, however well designed and operated, can provide only reasonable assurance, and not absolute assurance, that the desired control objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals in all future circumstances. Accordingly, our disclosure controls and procedures must be designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met.

Previously Reported Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As disclosed in in Part II—Item 9A of the Form 10-K for the year ended December 31, 2023 filed with SEC on February 29, 2024, management determined that the Company did not have effective risk assessment to identify and analyze risks related to non-routine transactions, such as mergers and acquisitions, at a sufficient level of detail to identify all relevant risks of material misstatement across the Company or within each acquired entity. Additionally, the Company did not have effective information control processes, including those related to information technology general controls (“ITGCs”), user access controls and the use of manual spreadsheets, to ensure the reliability of information used in certain computations related to financial reporting. As a consequence of the aforementioned deficiencies, the Company did not have effective control activities related to the design and operation of process-level controls across certain key financial reporting processes.

Management has determined that these material weaknesses persisted as of June 30, 2024.

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Remediation Efforts to Address the Material Weaknesses

Management’s remediation efforts are ongoing and the actions outlined in the Form 10-K for the year ended December 31, 2023, will continue to be pursued. As we continue to evaluate and enhance our internal control over financial reporting, we may determine that additional measures to address the material weaknesses or adjustments to the remediation plan may be required. However, we cannot guarantee when we will remediate material weaknesses, nor can we be certain that additional steps will be necessary. Furthermore, it cannot be guaranteed that no further material weaknesses will emerge in the future.

The remediation efforts are subject to continuous management evaluation and audit committee supervision. Until Management has completed its remediation efforts and evaluated their effectiveness, we will not be able to determine whether the steps taken will completely remedy the material deficiencies in the Company’s internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15d during the quarter ended June 30, 2024, with the exception of the ongoing remediation efforts related to the material weaknesses described above.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not party to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. The outcome of litigation is inherently uncertain, and there can be no assurances that favorable outcomes will be obtained. In addition, regardless of the outcome, such proceedings or claims can have an adverse impact on us, which may be material because of defense and settlement costs, diversion of resources and other factors.

ITEM 1A. RISK FACTORS

The business, financial condition, and operating results of the Company can be affected by many factors, whether currently known or unknown, including but not limited to those described in Part 1, Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under the heading “Risk Factors,” any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past or the anticipated future financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results, and stock price. There have been no material changes to the Company’s risk factors disclosed under the heading “Risk Factors” in Part 1, Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on February 29, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On various dates between May 28, 2024 and June 24, 2024, we issued an aggregate of 550,000 shares of its Class A common stock to two ADK Minority Holders (as defined in Note 12, Noncontrolling Interest) in exchange for an equal number of their ADK LLC units. The shares of Class A common stock were issued to the two ADK Minority Holders in reliance on the exemption under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). In connection with such exchange, 550,000 shares of Class V common stock held by the ADK Minority Holders were cancelled and zero shares of ADK LLC units were exchanged to Class A common stock.

On May 31, 2024 in connection with the acquisition of Geo Semiconductor, Inc., we issued 6,096,924 shares of our Class A common stock as payment for a portion of contingent consideration due upon achievement of certain Geo Semiconductors, Inc. revenue-based targets. The securities were issued by the Company in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS.

(d) Exhibits

Exhibit Number	Description of Exhibit
2.1	Master Transactions Agreement, dated effective December 14, 2020, by and among Surviving Pubco, Thunder Bridge II, the Merger Subs named therein, indie, the ADK Blocker Group, ADK Service Provider Holdco, and the indie Securityholder Representative named therein, and also included as Annex B-1 to the proxy statement/prospectus (previously filed as Exhibit 2.1 of Form 8-K filed by Thunder Bridge II with the SEC on December 15, 2020).
2.2	Amendment to Master Transactions Agreement, dated effective May 3, 2021, by and among Surviving Pubco, Thunder Bridge II, the Merger Subs named therein, indie, the ADK Blocker Group, ADK Service Provider Holdco, and the indie Securityholder Representative named therein (previously filed by Thunder Bridge II as Exhibit 2.2 of Form S-4/A filed with the SEC on May 4, 2021)

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2.3	Share Purchase Agreement, dated as of August 27, 2021, by and among indie, TeraXion, Purchaser and certain stockholders of TeraXion and their ultimate beneficial owners (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the registrant with the SEC on September 2, 2021)
2.4	Agreement and Plan of Merger, dated as of February 9, 2023, by and among indie, GEO, Merger Sub and Shareholder Representative Services LLC, as Securityholders’ Agent (Incorporated by reference to Exhibit 2.1 of indie’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2023)
2.5	Share Sale and Purchase Agreement, dated as of September 18, 2023, by and among indie Semiconductor, Inc., Ay Dee Kay Ltd., and all the stockholders of Exalos AG (incorporated by reference to Exhibit 2.1 of the Form 8-K filed by the registrant with the SEC on September 18, 2023)
3.1	Amended and Restated Certificate of Incorporation of indie Semiconductor, Inc., filed with the Secretary of State of Delaware on June 22, 2023 (incorporated by reference to Exhibit 3.1 of the Form 8-K filed by the registrant with the SEC on June 23, 2023)
3.2	Amended and Restated Bylaws of indie Semiconductor, Inc. (incorporated by reference to Exhibit 3.2 of the Form 8-K filed by the registrant with the SEC on June 16, 2021)
10.1+	indie Semiconductor, Inc. Amended and Restated 2021 Omnibus Equity Incentive Plan
31.1	Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 .INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101 .SCH	Inline XBRL Taxonomy Extension Schema Document
101 .CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101 .DEF	Inline XBRL Taxonomy Definition Linkbase Document
101 .LAB	Inline XBRLTaxonomy Extension Label Linkbase Document
101 .PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

+ Indicates a management or compensatory plan.

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INDIE SEMICONDUCTOR, INC.
August 9, 2024	By:	/s/ Kanwardev Raja Singh Bal
		Name:	Kanwardev Raja Singh Bal
		Title:	Acting Chief Financial Officer and Chief Accounting Officer
			(Principal Financial Officer and Principal Accounting Officer)

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