UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): July 2, 2024 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices)
(Zip Code)
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number, including area code:(
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(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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year
On June 26, 2024, Thunder Bridge Capital Partners IV, Inc. (the “Company”) held a special meeting of its stockholders in lieu of an annual meeting of stockholders (the “Meeting”). At the Meeting, the Second Extension Amendment Proposal (as defined below) to amend the Company’s amended and restated certificate of incorporation, as previously amended on June 29, 2021 and June 22, 2023 (the “Charter” and such new amendment, the “Second Extension Amendment”) was approved. Under Delaware law, the Second Extension Amendment took effect upon the filing of the Second Extension Amendment with the Secretary of State of the State of Delaware on June 26, 2024. The terms of the Second Extension Amendment are set forth in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 11, 2024.
The foregoing description is qualified in its entirety by reference to the Second Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Meeting, the Company’s stockholders were presented with a proposal to extend the date by which the Company must consummate an initial business combination from July 2, 2024 to January 2, 2025 (or such earlier date as determined by the Company’s board of directors (the “Board”)) by amending the Charter (the “Second Extension Amendment Proposal”).
Also at the Meeting, the Company’s stockholders were presented with a proposal to ratify the selection by the Board’s Audit Committee of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2024 (the “Auditor Ratification Proposal”).
Set forth below are the final voting results for the Second Extension Amendment Proposal. Pursuant to the Charter, the approval of the Second Extension Amendment Proposal required the affirmative vote of holders of at least 65% of the Company’s outstanding shares of common stock (the “Common Stock”) as of May 28, 2024, the record date for the Meeting.
The Second Extension Amendment Proposal was approved with the following vote from the holders of Common Stock:
| For | Against | Abstentions | ||
| 7,824,361 | 1,269,943 | 100 |
Set forth below are the final voting results for the Auditor Ratification Proposal. Pursuant to the Charter, the approval of the Auditor Ratification Proposal required the affirmative vote of the majority of the votes cast by holders of Common Stock represented in person (including stockholders who voted online) or by proxy at the Meeting and were entitled to vote thereon.
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The Auditor Ratification Proposal was approved with the following vote from the holders of Common Stock:
| For | Against | Abstentions | ||
| 8,829,304 | 265,000 | 100 |
A proposal to adjourn the Meeting to a later date was not presented because there were enough votes to approve the Second Extension Amendment Proposal and the Auditor Ratification Proposal.
In connection with the vote to approve the Second Extension Amendment Proposal, stockholders of 592,601 shares of the Company’s Class A common stock, par value $0.0001 per share, included as part of the units sold in the Company’s initial public offering (the “Public Shares”) properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.64 per share, for an aggregate redemption amount of approximately $6,307,847 (the “Second Extension Redemptions”). Following the Second Extension Redemptions, the Company will have 2,924,486 Public Shares issued and outstanding.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
The following exhibits are being filed herewith:
| Exhibit No. | Description of Exhibits | |
| 3.1 | Second Amendment to Amended and Restated Certificate of Incorporation of the Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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.
Date: July 2, 2024
| THUNDER BRIDGE CAPITAL PARTNERS IV, INC. | ||
| By: | /s/ Gary A. Simanson | |
| Name: | Gary A. Simanson | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
SECOND AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
THUNDER BRIDGE CAPITAL PARTNERS IV, INC.
Pursuant to Section 242 of the
Delaware General Corporation Law
Thunder Bridge Capital Partners IV, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:
| 1. | The name of the Corporation is Thunder Bridge Capital Partners IV, Inc. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on January 7, 2021 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on June 29, 2021 (the “Amended and Restated Certificate of Incorporation”, as amended by the First Amendment (as defined below)). An Amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on June 22, 2023 (the “First Amendment”). |
| 2. | This Second Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation, as amended to date. |
| 3. | This Second Amendment to Section 9.1(b) of Article IX to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of at least 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
| 4. | The text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows: |
“Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes (less up to $100,000 of interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of the Offering Shares (as defined below) properly submitted in connection with a stockholder vote seeking to amend this Amended and Restated Certificate (a) to modify the substance or timing of the Corporation’s obligation to allow redemption in connection with the Corporation’s initial Business Combination or to redeem 100% of such shares if the Corporation has not consummated an initial Business Combination by January 2, 2025 or such earlier date as may be determined by the Board in its sole discretion (or, if the Office of Delaware Division of Corporation is not open for a full business day (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open for a full business day (the “Deadline Date”)) or (b) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7), and (iii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by the Deadline Date. Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”
IN WITNESS WHEREOF, Thunder Bridge Capital Partners IV, Inc. has caused this Amendment to the Amended and Restated Certificate of Incorporation to be duly executed in its name and on its behalf by an authorized officer as of this 26th day of June, 2024.
| THUNDER BRIDGE CAPITAL PARTNERS IV, INC. | ||
| By: | /s/ Gary A. Simanson | |
| Name: | Gary A. Simanson | |
| Title: | Chief Executive Officer, President and Director | |