UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 9, 2021
THUNDER BRIDGE CAPITAL PARTNERS IV, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-40555 | | 86-1826129 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
9912 Georgetown Pike
Suite D203
Great Falls, Virginia 22066
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (202) 431-0507
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | | |
| Units, each consisting of one share of Class A Common Stock and one-fifth of one Redeemable Warrant | | THCPU | | The Nasdaq Stock Market LLC |
| | | | | |
| Class A Common Stock, par value $0.0001 per share | | THCP | | The Nasdaq Stock Market LLC |
| | | | | |
| Warrants, each whole Warrant exercisable for one share of Class A Common Stock for $11.50 per share | | THCPW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company þ
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Other Events.
As previously disclosed on a Current Report on Form 8-K dated July 2, 2021, Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (the “Company”), consummated its initial public offering (the "IPO") of 22,500,000 units (the "Units"). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share ("Class A Common Stock"), and one-fifth of one redeemable warrant of the Company ("Warrant"), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $225,000,000. The Company had granted the underwriters in the IPO (the "Underwriters") a 45-day option to purchase up to 3,375,000 additional Units solely to cover over-allotments, if any. On August 9, 2021, the Underwriters exercised the over-allotment option in part and purchased an additional 1,152,784 Units (the "Over-Allotment Units"), generating gross proceeds of $11,527,840.
Simultaneously with the closing of the IPO, the Company completed the private sale (the "Private Placement") of an aggregate of 625,000 units (the "Placement Units") to TBCP IV, LLC (the "Sponsor") at a purchase price of $10.00 per Placement Unit, generating gross proceeds to the Company of $6,250,000. In connection with the closing of the purchase of the Over-Allotment Units, the Company sold an additional 23,055 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating gross proceeds of $230,055. In connection with the Private Placement and the Private Placement Units purchased pursuant to the Over-Allotment Units, a total of 648,055 Private Placement Units were purchased by the Sponsor at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,480,055.
An audited balance sheet as of July 2, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement, but not the proceeds in connection with the sale of the Over-Allotment Units, had been prepared by the Company and previously filed on a Current Report on Form 8-K on July 9, 2021.
A copy of the press release issued by the Company announcing the consummation of the sale of the Over-Allotment Units is included as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | THUNDER BRIDGE CAPITAL PARTNERS IV INC. |
| | | |
| | By: | /s/ Gary Simanson |
| | | Name: | Gary Simanson |
| | | Title: | Chief Executive Officer |
| | | |
| Dated: August 9, 2021 | | |
