0001213900-21-002296.txt : 20210305 0001213900-21-002296.hdr.sgml : 20210305 20210114184429 ACCESSION NUMBER: 0001213900-21-002296 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Thunder Bridge Capital Partners III Inc. CENTRAL INDEX KEY: 0001815753 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 851445798 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 9912 GEORGETOWN PIKE SUITE D203 CITY: GREAT FALLS STATE: NY ZIP: 22066 BUSINESS PHONE: 7037592502 MAIL ADDRESS: STREET 1: 9912 GEORGETOWN PIKE SUITE D203 CITY: GREAT FALLS STATE: NY ZIP: 22066 FORMER COMPANY: FORMER CONFORMED NAME: Thunder Bridge Capital Partners, Inc. DATE OF NAME CHANGE: 20200622 CORRESP 1 filename1.htm

 

VIA EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549 January 14, 2021

Attention: Geoff Kruczek

 

Re: Thunder Bridge Capital Partners, Inc.

Confidential Draft Registration Statement Form S-1

Submitted September 4, 2020

CIK No. 0001815753

 

Dear Mr. Kruczek:

 

Thunder Bridge Capital Partners, Inc., (the “Company,” “we,” “our” or “us”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 30, 2020, regarding the Confidential Draft Registration Statement Form S-1.

 

For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response.

 

Draft Registration Statement on Form S-1

General

 

1. We note your disclosure that your exclusive forum provision in your amended and restated certificate of incorporation will not apply to suits brought to enforce any duty or liability created by the Exchange Act. Please ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Exchange Act. We also note that the exclusive forum provision in your warrant agreement will not apply to suits brought to enforce any duty or liability created by the Exchange Act. Please ensure your warrant agreement states this clearly.

 

We respectfully advise the Staff that our amended and restated certificate of incorporation and warrant agreement, which will be filed as Exhibits 3.2 and 4.4, respectively, to the Registration Statement, will clearly state that the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Securities Exchange Act of 1934, as amended.

 

*    *     *

 

We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Stuart Neuhauser Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

 

Very truly yours,
   
  Thunder Bridge Capital Partners, Inc.
   
  By: /s/ Gary Simanson
  Name: Gary Simanson
  Title: Chief Executive Officer

 

cc:Ellenoff Grossman & Schole LLP