United States securities and exchange commission logo





                             February 19, 2021

       Gary A. Simanson
       President and Chief Executive Officer
       Thunder Bridge II Surviving Pubco, Inc.
       9912 Georgetown Pike
       Suite D203
       Great Falls, Virginia 22066

                                                        Re: Thunder Bridge II
Surviving Pubco, Inc.
                                                            Registration
Statement on Form S-4
                                                            Filed January 25,
2021
                                                            File No. 333-252374

       Dear Mr. Simanson:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4 filed January 25, 2021

       Cover Page

   1.                                                   We note that your cover
page is three pages long. Please revise to limit your cover page in
                                                        accordance with Item
501(b) of Regulation S-K.
   2.                                                   We note your disclosure
on pages 51-52 regarding the planned change to provisions that
                                                        will have anti-takeover
effects, such as a classified board of directors with three-year
                                                        staggered terms and
your disclosure on pages 52-53 about the planned change to the
                                                        exclusive forum
provision. Please tell us why you have not presented the planned
                                                        changes as proposals to
be voted upon by shareholders.
 Gary A. Simanson
FirstName LastNameGary    A.Pubco,
                             Simanson
Thunder Bridge II Surviving        Inc.
Comapany19,
February  NameThunder
            2021         Bridge II Surviving Pubco, Inc.
February
Page 2 19, 2021 Page 2
FirstName LastName
Merger Subs, page 8

3.       Please provide the percentage that the company will hold of ADK Merger
Sub in a pre-
         effective amendment. In addition, please fill in other missing
information throughout the
         proxy statement/prospectus to the extent that it is known. For
example, on page 154,
         please provide the per-share distribution amount, and on 180, please
provide the share
         prices of the securities on the last trading day before the
announcement of the MTA.
Summary of the Proxy Statement/Prospectus, page 8

4.       We note your disclosure on page 46 with respect to the securities held
by your officers,
         directors and sponsor as well as the private placement warrants issued
to your sponsor.
         Please revise the disclosure on page 46 to quantify the return they
will receive on their
         initial investment. In addition, provide similar disclosure in the
Summary beginning on
         page 8 and in the Q&A beginning on page 22 about the return they will
receive on their
         initial investment, including the price paid to acquire those
securities and the current value
         as of the most recent practicable date. Include the PIPE investors in
your
         discussion. Refer to CF Disclosure Guidance Topic No. 11 on Special
Purpose
         Acquisition Companies.
5.       We note your disclosure on page 47 that your sponsor, directors and
officers, and their
         respective affiliates have incurred significant out-of-pocket expenses
incurred in
         connection with performing due diligence on suitable targets for
business combinations
         and the negotiation of the business combination. Please revise the
disclosure on page 47 to
         quantify, if material, the out-of-pocket expenses and provide similar
disclosure in the
         Summary beginning on page 8 and in the Q&A beginning on page 22. Refer
to CF
         Disclosure Guidance Topic No. 11 on Special Purpose Acquisition
Companies.
Because Thunder Bridge II is incorporated under the laws of the Cayman Islands,
page 49

6.       We note the disclosure on page 50 that Thunder Bridge II has been
advised by its Cayman
         Islands legal counsel. If your disclosure is based upon an opinion of
counsel, name
         counsel in the prospectus and file as an exhibit to the registration
statement a signed
         consent of counsel to the use of its name and opinion.
Related Agreements, page 102

7.       Please file as exhibits the Amended Operating Agreement, the Exchange
Agreement and
         the Subscription Agreement mentioned on pages 102, 103 and 107,
respectively.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
indie
Overview, page 195

8.       We note the disclosure on page 196 that indie has incurred significant
operating losses
         since inception, and that they will need substantial additional
funding to support
 Gary A. Simanson
FirstName LastNameGary    A.Pubco,
                             Simanson
Thunder Bridge II Surviving        Inc.
Comapany19,
February  NameThunder
            2021         Bridge II Surviving Pubco, Inc.
February
Page 3 19, 2021 Page 3
FirstName LastName
         continuing operations. We note also that indie's independent auditor
raised substantial
         doubt about the company's ability to continue as a going concern.
Please revise to
         disclose the going concern opinion on the cover page and in the
summary. Please also
         include risk factor disclosure regarding the going concern opinion and
the company's
         losses since inception.
Results of Operations, page 199

9.       We note your risk factor on page 65 that fluctuations in foreign
exchange rates against the
         U.S. dollar could result in changes in reported revenues and operating
results due to the
         foreign exchange impact of translating these transactions into U.S.
dollars. Please
         enhance your discussion of results of operations to separately
quantify for each period
         presented the amount of the change in revenues and expenses that is
due to foreign
         currency translations.
Liquidity and Capital Resources, page 201

10.      Please enhance your disclosure to provide a more robust discussion of
changes in
         operating cash flows for each of the periods presented. Your revised
discussion should
         focus on the primary drivers of and other material factors necessary
to an understanding of
         your cash flows and the indicative value of historical cash flows. In
addition, your revised
         discussions should not only quantify the impact of the line item(s)
which contributed most
         to the changes but should also provide detailed explanations of the
reasons for the
         fluctuations. Please refer to the SEC Interpretive Release No.
33-8350.
Executive Compensation of indie, page 207

11.      Please revise your disclosure in this section to include your most
recently completed fiscal
         year.
Financial Statements of Thunder Bridge Acquisition II, Ltd.
Note 6 - Commitments
Registration Rights, page F-13

12.      Please disclose whether there are any maximum cash penalties under the
registration
         rights agreement, if applicable. Please also disclose any additional
penalties resulting
         from delays in registering your common stock. Refer to ASC
825-20-50-1.
Financial Statements of Ay Dee Kay, LLC, d/b/a indie Semiconductor, page F-30

13.      Please provide updated financial statements and related disclosures
throughout the filing.
         See Rule 8-08 of Regulation S-X for further information.
Consolidated Statements of Comprehensive Loss, page F-33

14.      Please revise your presentation here and on page F-63 to separately
disclose
         comprehensive loss attributable to Ay Dee Kay, LLC and comprehensive
loss attributable
 Gary A. Simanson
FirstName LastNameGary    A.Pubco,
                             Simanson
Thunder Bridge II Surviving        Inc.
Comapany19,
February  NameThunder
            2021         Bridge II Surviving Pubco, Inc.
February
Page 4 19, 2021 Page 4
FirstName LastName
         to noncontrolling interest. Refer to ASC 220-10-45-5 and ASC
810-10-50-1A(a).
Consolidated Statements of Cash Flows, page F-35

15.      Please breakout for each period presented, the other current and
long-term assets and
         liabilities line item in the cash used in operating activities
sections into smaller
         components having more descriptive titles. Netting of dissimilar gains
and losses is not
         generally appropriate. Netting of cash flows related to asset balances
with cash flows
         related to liability balances is also not generally appropriate.
2) Summary of Significant Accounting Policies
Revenue, page F-40

16.      You disclose that you provide an assurance-type warranty and also
offer an extended
         limited warranty to customers for certain products under limited
circumstances. As such,
         please enhance your disclosure to present a summary of the warranty
liability activity for
         each period presented in accordance with ASC 460-10-50-8.
10) Revenue, page F-52

17.      You disclose on page F-53 that deferred revenue increased $1.0 million
from January 1,
         2019 to December 31, 2019 due to the timing of payments received from
customers.
         Please revise your disclosure to address the fact that deferred
revenue actually decreased
         $1.0 million from January 1, 2019 to December 31, 2019.
2) Summary of Significant Accounting Policies
Goodwill, page F-69

18.      You disclose that a quantitative goodwill impairment test is not
necessary if the
         assessment of all relevant qualitative factors indicates that it is
more likely than not that
         the fair value of a reporting unit is less than its carrying amount;
however, you also
         disclose that you will perform a quantitative goodwill impairment test
if the assessment of
         all relevant qualitative factors indicates that it is more likely than
not that the fair value of
         a reporting unit is less than its carrying amount. Please revise your
disclosure to address
         this apparent discrepancy.
Signatures, page II-5

19.      Please revise to indicate below the second paragraph of text who
signed in the capacities
         of principal financial officer, controller or principal accounting
officer.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 Gary A. Simanson
Thunder Bridge II Surviving Pubco, Inc.
February 19, 2021
Page 5

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Jeff Gordon, Staff Accountant, at 202-551-3866 or Kevin
Stertzel,
Senior Accountant, at 202-551-3723 if you have questions regarding comments on
the financial
statements and related matters. Please contact Thomas Jones, Staff Attorney, at
202-551-3602 or
Erin Purnell, Senior Attorney, at 202-551-3454 with any other questions.



                                                           Sincerely,
FirstName LastNameGary A. Simanson
                                                     Division of Corporation
Finance
Comapany NameThunder Bridge II Surviving Pubco, Inc.
                                                     Office of Manufacturing
February 19, 2021 Page 5
cc:       Jonathan H. Talcott
FirstName LastName