The information in this proxy statement/prospectus is not complete and may be changed. Thunder Bridge II Surviving Pubco, Inc. may not issue the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

          indie offers highly innovative automotive semiconductors and software solutions for Advanced Driver Assistance Systems (ADAS), including LiDAR, connected car, user experience and electrification applications. 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. 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, Dresden, Germany, Edinburgh, Scotland, and various locations throughout China. If the proposed Business Combination is not consummated, indie would require additional funding to sustain operations over the next twelve months and execute its business plan. Accordingly, indie’s auditor’s report includes an explanatory paragraph expressing substantial doubt about indie’s ability to continue as a going concern.

At the Shareholders Meeting, Thunder Bridge II’s shareholders will be asked to vote on the following proposals, as more fully described (and defined) in the accompanying proxy statement/prospectus: (i) the Domestication Proposal; (ii) the Merger Proposal; (iii) the Equity Incentive Plan Proposal; (iv) the Director Election Proposal; (v) the Nasdaq Proposal; (vi) the Advisory Charter Proposals; and (vii) the Shareholder Adjournment Proposal, if presented (collectively, the “Shareholder Proposals”).

Thunder Bridge II’s board of directors has unanimously determined that the Shareholder Proposals are advisable, fair to and in the best interests of Thunder Bridge II and its shareholders and unanimously recommends that Thunder Bridge II’s shareholders vote “FOR” each of the Shareholder Proposals to be presented to them.

If the Thunder Bridge II shareholders approve the Merger Proposal and the parties consummate the Business Combination: (i) the holders of Thunder Bridge II Shares (as defined below) issued and outstanding immediately prior to the effective time of the Business Combination (other than any redeemed shares) will receive one share of class A common stock of the Company (“Class A common stock”) in exchange for each Thunder Bridge II Share held by them, (ii) the holders of each whole warrant to purchase Thunder Bridge II Class A ordinary shares will receive one warrant to purchase Class A common stock at an exercise price of $11.50 per share, and (iii) the stakeholders of indie will receive an aggregate of up to approximately 90,000,000 shares of the Company, and up to an additional 10,000,000 shares of Class A common stock issuable upon the achievement of certain stock price performance thresholds of the Company by December 31, 2027, subject to adjustment as more fully described herein. As a result of the Business Combination, indie will become a controlled 72.8% owned subsidiary of the Company.

In connection with the execution of the MTA, Thunder Bridge II entered into the Sponsor Support Agreement, dated December 14, 2020, with the Sponsor (as defined below), pursuant to which, among other thing, the Sponsor agreed to vote its Founder Shares (as defined below) in favor of the Shareholder Proposals.

In connection with the execution of the MTA, certain securityholders of indie entered into a Company Support Agreement, dated December 14, 2020, pursuant to which such securityholders of indie agreed to approve the MTA and the Business Combination.

It is anticipated that, upon completion of the Business Combination, Thunder Bridge II’s Public Shareholders (as defined below) will own approximately 23.3% of the outstanding shares of the Company, the Sponsor will own approximately 5.8% of the outstanding shares of the Company, indie’s existing security holders will own approximately 60.8% of the outstanding shares of the Company (on an as-exchanged basis) and approximately 10.1% of the outstanding shares of the Company will be held by the PIPE Investors. These percentages are calculated based on a number of assumptions and are subject to adjustment in accordance with the terms of the MTA. These relative percentages assume that none of Thunder Bridge II’s existing Public Shareholders exercise their redemption rights in connection with the Business Combination. If any of Thunder Bridge II’s Public Shareholders exercise their redemption rights, or any of the other assumptions underlying these percentages become inaccurate, these percentages may vary from the amounts shown above. Please see “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Pursuant to Thunder Bridge II’s current Memorandum and Articles of Association, a holder of Public Shares may demand that Thunder Bridge II redeem such shares for cash if the Business Combination is consummated. Holders of Public Shares will be entitled to receive cash for these shares only if, no later than the second business day prior to the date of the Shareholders Meeting, they demand that Thunder Bridge II redeem their shares for cash and deliver their

shares to Thunder Bridge II’s transfer agent. If the Business Combination is not completed, these shares will not be redeemed. If a holder of Public Shares properly demands redemption, regardless of whether such holder votes for or against the Merger Proposal, Thunder Bridge II will redeem each Public Share for a full pro rata portion of the trust account (as defined in the accompanying proxy statement/prospectus), calculated as of two business days prior to the consummation of the Business Combination. Please see the section titled “Shareholders Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

The obligations of Thunder Bridge II to complete the Business Combination are subject to a number of conditions set forth in the MTA and are summarized in the accompanying proxy statement/prospectus. More information about Thunder Bridge II and indie, the Shareholders Meeting, and the transactions contemplated by the MTA, is contained in the accompanying proxy statement/prospectus. You are encouraged to read the accompanying proxy statement/prospectus in its entirety, including the section entitled “Risk Factors” beginning on page 44.

Your vote is very important.    As a condition to the completion of the Business Combination, an affirmative vote of holders of a majority of the voting power of the ordinary shares of Thunder Bridge II entitled to vote on the Shareholder Proposals, who are present and vote at the Shareholders Meeting is required with respect to the Shareholder Proposals (other than (i) the Domestication Proposal, which requires the approval of the holders of at least two-thirds of the voting power of the outstanding ordinary shares entitled to vote on such proposal that are present and vote at the Shareholders Meeting, and (ii) the election of directors pursuant to the Director Election Proposal, which requires each director to be approved by holders of not less than a majority of the Class B ordinary shares of Thunder Bridge II that are present and vote at the Shareholders Meeting).

Thunder Bridge II’s board of directors strongly supports the Business Combination and the other transactions contemplated by the MTA and recommends that you vote in favor of the Shareholder Proposals presented for your approval.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

ADDITIONAL INFORMATION

The accompanying document is the proxy statement of Thunder Bridge II for the Shareholders Meeting and the prospectus for the securities of Surviving Pubco following the Domestication and the Business Combination. This registration statement and the accompanying proxy statement/prospectus is available without charge to shareholders of Thunder Bridge II upon written or oral request. This document and other filings by Thunder Bridge II with the Securities and Exchange Commission may be obtained by either written or oral request to Gary A. Simanson, Thunder Bridge Acquisition II, Ltd., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066 or by telephone at (202) 431-0507.

The Securities and Exchange Commission maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.

In addition, if you have questions about the Shareholder Proposals or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Morrow Sodali LLC, the proxy solicitor for Thunder Bridge II, toll-free at (800) 662-5200 or collect at (203) 658-9400. You will not be charged for any of the documents that you request.

See the section entitled “Where You Can Find More Information” of the accompanying proxy statement/prospectus for further information.

Information contained on the indie website, or any other website, is expressly not incorporated by reference into this proxy statement/prospectus.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Shareholders Meeting, or no later than June 2, 2021.

THUNDER BRIDGE ACQUISITION II, LTD.
9912 Georgetown Pike
Suite D203
Great Falls, Virginia 22066

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON JUNE 9, 2021.

TO THE SHAREHOLDERS OF THUNDER BRIDGE ACQUISITION II, LTD.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Shareholders Meeting”) of Thunder Bridge Acquisition II, Ltd., a Cayman Islands exempted company (“Thunder Bridge II”), will be held at 101 Constitution Ave., NW, Suite 900, Washington, DC 20001, USA, at 11:00 a.m. Eastern Time, on June 9, 2021. You will be able to attend, vote your shares, and submit questions during the Shareholders Meeting via a live webcast available at https://www.cstproxy.com/thunderbridgeacquisitionii/sm2021. The Shareholders Meeting will be held for the sole purpose of considering and voting upon the following proposals:

(1)    The Domestication Proposal — To consider and vote upon a proposal by special resolution to change the corporate structure and domicile of Thunder Bridge II by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the “Domestication”), the replacement of the existing Amended and Restated Memorandum and Articles of Association of Thunder Bridge II with the post-domestication and post-merger Certificate of Incorporation for Surviving Pubco and the change of name of Thunder Bridge II. The Domestication will be effected simultaneously with the Business Combination (as defined below) by Thunder Bridge II filing a Certificate of Corporate Domestication and a Certificate of Incorporation with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, Thunder Bridge II will become a Delaware corporation and will change its corporate name to “Indie Acquisition Company II, Corp.” We refer to this proposal as the “Domestication Proposal.” Simultaneous with the Domestication, a wholly-owned subsidiary of Thunder Bridge II Surviving Pubco, Inc. (“Surviving Pubco”) will merge with and into Thunder Bridge II, with all outstanding securities of Thunder Bridge II being exchanged for corresponding securities in Surviving Pubco, with Surviving Pubco succeeding as successor registrant and public company issuer pursuant to the federal securities laws. As a result of the Domestication and the Business Combination, holders of Thunder Bridge II ordinary shares will receive Class A common stock of Surviving Pubco, and holders of Thunder Bridge II warrants will receive warrants of Surviving Pubco with substantively identical terms. See “Shareholder Proposal 2: The Merger Proposal” for more information. A copy of the post-domestication and post-merger charter for Surviving Pubco is attached hereto as Annex A.

(2)    The Merger Proposal — To consider and vote upon a proposal by ordinary resolution to approve the Master Transactions Agreement dated effective as of December 14, 2020 (as amended or supplemented from time to time, the “MTA”) by and among: (a) Surviving Pubco; (b) Thunder Bridge II; (c) TBII Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Surviving Pubco (“TBII Merger Sub”); (d) ADK Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Surviving Pubco (“ADK Merger Sub”); (e) ADK Service Provider Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Surviving Pubco (“ADK Service Provider Merger Sub”); (f) ADK Blocker Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Surviving Pubco (“ADK Blocker Merger Sub,” and collectively with TBII Merger Sub, ADK Merger Sub and ADK Service Provider Merger Sub, the “Merger Subs”); (g) Ay Dee Kay LLC, a California limited liability company (“indie”); (h) the corporate entities listed in the MTA (the “ADK Blocker Group”); (i) ADK Service Provider Holdco, LLC, a Delaware limited liability company (“ADK Service Provider Holdco”); and (j) solely in his capacity as the indie securityholder representative hereunder, Donald McClymont (the “indie Securityholder Representative”), and the transactions contemplated by the MTA, including the issuance of the merger consideration thereunder (collectively, the “Business Combination”). Pursuant to the MTA, among other things, Thunder Bridge II will complete the Domestication, and immediately following the completion of the Domestication, (1) TBII Merger Sub will merge with and into Thunder Bridge II, with all outstanding securities of Thunder Bridge II being exchanged for corresponding securities in Surviving Pubco, and Surviving Pubco succeeding

as successor registrant and public company issuer pursuant to the federal securities laws and changing its name to indie Semiconductor, Inc., (2) ADK Merger Sub will merge with and into indie, with indie surviving as a controlled 72.8% owned subsidiary of Surviving Pubco, (3) the entities in the ADK Blocker Group will merge with and into ADK Blocker Merger Sub, with ADK Blocker Merger Sub being the surviving limited liability company, and (4) ADK Service Provider Holdco will merge with and into ADK Service Provider Merger Sub ((1) through (4) collectively, the “Mergers”). We refer to this proposal as the “Merger Proposal.” A copy of the MTA is attached to the accompanying proxy statement/prospectus as Annex B.

(3)    The Equity Incentive Plan Proposal — To consider and vote upon a proposal by ordinary resolution to approve the 2021 Equity Incentive Plan to be effective after the closing of the Business Combination. We refer to this proposal as the “Equity Incentive Plan Proposal.” A copy of the 2021 Equity Incentive Plan is attached to the accompanying proxy statement/prospectus as Annex C.

(4)    The Director Election Proposal — To consider and vote upon a proposal by ordinary resolution to elect nine directors to serve staggered terms on the Company’s board of directors until the 2022, 2023 and 2024 annual meeting of stockholders of the Company, respectively, and until their respective successors are duly elected and qualified. We refer to this proposal as the “Director Election Proposal.”

(5)     The Nasdaq Proposal — To consider and vote upon a proposal by ordinary resolution to approve, (i) for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Class A common stock and the resulting change in control in connection with the Business Combination, and (ii) for the purposes of complying with Nasdaq Listing Rules 5635(d) the issuance of more than 20% of the issued and outstanding Class A ordinary shares in the PIPE Financing (as defined in the accompanying proxy statement/prospectus), upon the completion of the Business Combination. We refer to this as the “Nasdaq Proposal.”

(6)    The Advisory Charter Proposals — to approve and adopt, on a non-binding advisory basis, certain differences between Thunder Bridge II’s current Memorandum and Articles of Association (the “existing charter”) and the proposed charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as nine separate sub-proposals (which we refer to, collectively, as the “Advisory Charter Proposals”):

(A)    Advisory Charter Proposal A — provide that the total number of shares of all classes of capital stock which the Company will have authority to issue is 300,000,000 shares, consisting of (i) 250,000,000 shares of Class A common stock, par value $0.0001 per share, (ii) 40,000,000 shares of Class V common stock, no par value, and (iii) 10,000,000 shares of preferred stock, par value $0.0001 per share.

(B)    Advisory Charter Proposal B — provide that special meetings of stockholders of the Company may be called only (i) by the chairman of the board of directors, (ii) by the chief executive officer, or (iii) by the secretary acting at the request of a majority of the total number of directors that the Company would have if there were no vacancies.

(C)    Advisory Charter Proposal C — provide that any action of the stockholders of the Company may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

(D)    Advisory Charter Proposal D — provide that the Company’s board of directors will be divided into three classes designated as Class I, Class II and Class III.

(E)    Advisory Charter Proposal E — provide that directors may be elected by the stockholders only at an annual meeting of stockholders by a plurality of the votes cast.

(F)    Advisory Charter Proposal F — provide that any director may be removed from office at any time, but only for cause, by the affirmative vote of the holders of at least 66⅔% of the voting power of the outstanding voting capital stock of the Company, voting together as a single class.

(G)    Advisory Charter Proposal G — provide that the affirmative vote of the holders of at least 66⅔% of the voting power of the outstanding voting capital stock of the Company, voting together as a single class, will be required to amend or repeal, or adopt any provision inconsistent with, provisions relating to calling special meetings of stockholders and stockholder action by written consent. Except as provided in the foregoing, the affirmative vote of the holders of at least a majority in voting power of the outstanding voting capital stock of the Company, voting together as a single class, will be required to amend, alter, change or repeal, or adopt any provision inconsistent with, certain provisions of the Certificate of Incorporation, including provisions relating to limiting liability of and indemnifying directors, amending the Certificate of Incorporation and the forum for certain actions involving the Company.

(H)    Advisory Charter Proposal H — provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims.

(I)     Advisory Charter Proposal I — provide that the Company will not be subject to provisions Section 203 of the DGCL, which generally prohibits “interested stockholders” (stockholders holding 15% or more of the outstanding stock) from engaging in business combinations with the Company for a period of time unless certain conditions are met.

(7)    The Shareholder Adjournment Proposal — To consider and vote upon a proposal by ordinary resolution to adjourn the Shareholders Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Thunder Bridge II that more time is necessary or appropriate to approve one or more proposals at the Shareholders Meeting. We refer to this proposal as the “Shareholder Adjournment Proposal” and, together with the Domestication Proposal, the Merger Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal, and the Nasdaq Proposal as the “Shareholder Proposals.”

The Shareholder Proposals are more fully described in the accompanying proxy statement/prospectus, which we encourage you to read in its entirety before voting. As of May 10, 2021 (the “Record Date”), there were 34,500,000 issued and outstanding Class A ordinary shares of Thunder Bridge II and 8,625,000 issued and outstanding Class B ordinary shares of Thunder Bridge II. Only holders of record of ordinary shares of Thunder Bridge II at the close of business on the Record Date are entitled to notice of the Shareholders Meeting and to vote and have their votes counted at the Shareholders Meeting and any adjournments of the Shareholders Meeting.

After careful consideration, Thunder Bridge II’s board of directors has determined that the Shareholder Proposals are fair to and in the best interests of Thunder Bridge II and its shareholders and unanimously recommends that the holders of Thunder Bridge II’s ordinary shares entitled to vote on the Shareholder Proposals, vote or give instruction to vote “FOR” the Domestication Proposal, “FOR” the Merger Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the election of each of the director nominees pursuant to the Director Election Proposal, “FOR” the Nasdaq Proposal and “FOR” the Shareholder Adjournment Proposal, if presented.

The existence of any financial and personal interests of one or more of Thunder Bridge II’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Thunder Bridge II and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Shareholder Proposals. See the section entitled “Shareholder Proposal 2: The Merger Proposal — Interests of Thunder Bridge II’s Directors and Officers and Others in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of this.

Each of the Domestication Proposal, the Merger Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal, and the Nasdaq Proposal is interdependent upon the others and must be approved in order for Thunder Bridge II to complete the Business Combination contemplated by the MTA. The Merger Proposal, the Equity Incentive Plan Proposal, the Nasdaq Proposal, the Advisory Charter Proposals and the Shareholder Adjournment Proposal must be approved by ordinary resolution, being the approval of the holders of a majority of the ordinary shares of Thunder Bridge II as of the Record Date that are present and vote at the Shareholders Meeting. The Domestication Proposal must be approved by a special resolution under Cayman Islands law, being the approval of the holders of

at least two-thirds of the ordinary shares of Thunder Bridge II as of the Record Date that are present and vote at the Shareholders Meeting. The election of directors pursuant to the Director Election Proposal must be approved by an ordinary resolution of the holders of the Class B ordinary shares of Thunder Bridge II, being the approval of the holders of not less than a majority of such shares as of the Record Date that are present and vote at the Shareholders Meeting.

YOUR VOTE IS VERY IMPORTANT TO US. PLEASE VOTE YOUR SHARES PROMPTLY.

All shareholders of Thunder Bridge II are cordially invited to attend the Shareholders Meeting. To ensure your representation at the Shareholders Meeting, however, you are urged to mark, sign and date the enclosed proxy card and return it as soon as possible in the pre-addressed postage paid envelope provided. If you are a shareholder of record of Thunder Bridge II ordinary shares, you may also cast your vote at the https://www.cstproxy.com/thunderbridgeacquisitionii/sm2021. In light of the novel coronavirus pandemic and to support the well-being of Thunder Bridge II shareholders, the Shareholders Meeting will be utilizing a virtual shareholder meeting format. If you grant a proxy, you may still vote your shares virtually at https://www.cstproxy.com/thunderbridgeacquisitionii/sm2021 if you revoke your proxy before the Shareholders Meeting. If your shares are held in an account at a brokerage firm or bank, or by a nominee, you must instruct your broker, bank or nominee on how to vote your shares or, if you wish to vote at the Shareholders Meeting, obtain a proxy from your broker, bank or nominee. If any of the Domestication Proposal, Merger Proposal, Director Election Proposal, or Nasdaq Proposal fails to receive the required approval by the shareholders of Thunder Bridge II at the Shareholders Meeting, the Business Combination will not be completed.

Whether or not you plan to attend the Shareholders Meeting, we urge you to read the accompanying proxy statement/prospectus (and any documents incorporated into the accompanying proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors” in the accompanying proxy statement/prospectus.

Your vote is important regardless of the number of shares you own.    Whether you plan to attend the Shareholders Meeting or not, please mark, sign and date the enclosed proxy card and return it as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE SHAREHOLDER PROPOSALS. YOU MAY EXERCISE YOUR RIGHTS TO DEMAND THAT THUNDER BRIDGE II REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT WHETHER YOU VOTE FOR OR AGAINST THE SHAREHOLDER PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST TENDER YOUR SHARES TO THUNDER BRIDGE II’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE SHAREHOLDERS MEETING. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE SHAREHOLDER. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “SHAREHOLDERS MEETING — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

securities laws and changing its name to indie Semiconductor, Inc., (2) the ADK Merger Sub merger with and into indie, with indie surviving as a controlled 72.8% owned subsidiary of Surviving Pubco, (3) the merger of the entities in the ADK Blocker Group with and into ADK Blocker Merger Sub, with ADK Blocker Merger Sub being the surviving limited liability company, and (4) the ADK Service Provider Holdco merger with and into ADK Service Provider Merger Sub, with ADK Service Provider Merger Sub being the surviving limited liability company.

“Merger Proposal” means the proposal by ordinary resolution to be considered at the Shareholders Meeting to approve the Business Combination.

“Merger Subs” means TBII Merger Sub, ADK Merger Sub, ADK Blocker Merger Sub and ADK Service Provider Merger Sub.

“MTA” means the Master Transactions Agreement, dated effective as of December 14, 2020 by and among Surviving Pubco, Thunder Bridge II, the Merger Subs, indie, ADK Blocker Group, ADK Service Provider Holdco and, solely in his capacity as the indie Securityholder Representative thereunder, Donald McClymont, as it may be amended and supplemented from time to time. A copy of the MTA is attached to this proxy statement/prospectus as Annex B-1 and a copy of the Amendment to the Master Transactions Agreement, dated effective May 3, 2021, is attached to this proxy statement/prospectus as Annex B-2.

“Nasdaq” means The Nasdaq Stock Market, LLC.

“Nasdaq Proposal” means the proposal by ordinary resolution to be considered at the Shareholders Meeting to approve, (i) for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Class A common stock and the resulting change in control in connection with the Business Combination, and (ii) for the purposes of complying with Nasdaq Listing Rules 5635(d) the issuance of more than 20% of the issued and outstanding Class A ordinary shares in the PIPE Financing (as defined in the accompanying proxy statement/prospectus), upon the completion of the Business Combination.

“Phantom Equity Plan” means indie’s Phantom Equity Plan pursuant to the terms of such plan and award agreements, certain employees and consultants of indie may be issued Phantom Equity Units, which upon vesting, will entitle the holder to receive shares of Class A common stock or, at the discretion of Surviving Pubco, cash equivalent to the fair market value of a specified number of shares of Class A common stock.

“Phantom Equity Units” means units issued under the Phantom Equity Plan.

“PIPE Financing” means the expected issuance and sale of $150 million of Thunder Bridge II’s Class A ordinary shares in a private placement to the PIPE Investors pursuant to the Subscription Agreements.

“PIPE Investors” means the accredited investors and qualified institutional buyers who entered into the Subscription Agreements with Thunder Bridge II for the PIPE Financing.

“Post-Merger indie Units” means units representing limited liability company interests of indie as the surviving company following the merger of ADK Merger Sub with and into indie.

“Private Placement Warrants” means the 8,650,000 private placement warrants, each exercisable for one Class A ordinary share of Thunder Bridge II at $11.50 per share, purchased by the Sponsor for a purchase price of $8,650,000, or $1.00 per warrant.

“Public Shareholders” means the holders of Thunder Bridge II Class A ordinary shares (whether such shares were purchased in the IPO or thereafter in the open market).

“Public Shares” means the 34,500,000 Thunder Bridge II Class A ordinary shares (whether such shares were purchased in the IPO or thereafter in the open market).

“Public Warrants” means the 17,250,000 Thunder Bridge II warrants (whether such warrants were purchased in the IPO or thereafter in the open market).

“Public Warrant Holders” means the holders of the Public Warrants.

“Record Date” means May 10, 2021.

“Redemption” means the redemption of Public Shares for the Redemption Price.

“Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the Memorandum and Articles of Association (as equitably adjusted for share subdivisions, share dividends, combinations, recapitalizations and the like after the Closing). The Redemption Price will be calculated two days prior to the completion of the Business Combination in accordance with Thunder Bridge II’s Memorandum and Articles of Association, as currently in effect.

“Redemption Rights” means the rights of the Thunder Bridge II Public Shareholders to demand Redemption of their Public Shares for cash in accordance with the procedures set forth in the Memorandum and Articles of Association and this proxy statement/prospectus.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

“Shareholder Proposals” means, collectively, (i) the Domestication Proposal, (ii) the Merger Proposal, (iii) the Equity Incentive Plan Proposal, (iv) the Director Election Proposal, (v) the Nasdaq Proposal, (vi) the Advisory Charter Proposal, and (vii) the Shareholder Adjournment Proposal, if presented.

“Shareholders Meeting” means the extraordinary general meeting of Thunder Bridge II, to be held at 101 Constitution Ave., NW, Suite 900, Washington, DC 20001, USA and utilizing a virtual shareholder meeting format at 11:00 a.m. Eastern Time on June 9, 2021, and any adjournments thereof.

“Securities Act” means the Securities Act of 1933, as amended.

“Sponsor” means Thunder Bridge Acquisition II LLC, a Delaware limited liability company.

“Sponsor Letter Agreement” means that certain Sponsor Earnout Letter, dated December 14, 2020, by and among Sponsor, Thunder Bridge II and indie.

“Subscription Agreements” means the Subscription Agreements, each dated December 14, 2020, entered into between Thunder Bridge II and each of the PIPE Investors for the PIPE Financing.

“Surviving Pubco” means, prior to the Business Combination, Thunder Bridge II Surviving Pubco, Inc., and after giving effect to the Business Combination, indie Semiconductor, Inc., the successor registrant to Thunder Bridge II for the purposes of the federal securities laws.

“Target Companies” means indie and its subsidiaries.

“Tax Receivable Agreement” means the Tax Receivable Agreement to be entered into between the Company and certain indie Equity Holders upon the completion of the Business Combination, a form of which is incorporated by reference as an exhibit to the registration statement of which this proxy statement/prospectus forms a part.

“Thunder Bridge II” means Thunder Bridge Acquisition II, Ltd.

“Thunder Bridge II Board” means the board of directors of Thunder Bridge II.

“Thunder Bridge II Shares” means, collectively, the Class A ordinary shares and the Class B ordinary shares of Thunder Bridge II.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trust Account” means the trust account of Thunder Bridge II, which holds the net proceeds from the IPO and the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay taxes.

“Units” means the units sold in the IPO (including pursuant to the overallotment option), each consisting of a Class A ordinary share of Thunder Bridge II and one half of one Warrant.

“Warrants” means the Private Placement Warrants and the Public Warrants.

“Warrant Agreement” means the Warrant Agreement, dated August 8, 2019, between Thunder Bridge II and the Transfer Agent, which governs Thunder Bridge II’s outstanding Warrants.

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to the Company’s stockholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus):

1.       No Public Shareholders exercise their Redemption Rights in connection with the Closing of the Business Combination, and the balance of the Trust Account as of the Closing is the same as its balance on December 31, 2020 of $349.6 million. Please see the section entitled “Shareholders Meeting — Redemption Rights.”

2.      No Thunder Bridge II warrant holders exercise any of the 17,250,000 Public Warrants or the 8,650,000 Private Placement Warrants that will remain outstanding following the Business Combination.

3.      All Post-Merger indie Units and Phantom Equity Units are exchanged for Class A common stock at such time (even if not yet permitted under the terms of the Exchange Agreement or vested, as applicable). The exact number of Post-Merger indie Units actually exchanged at the Closing will depend upon the election of the holders of such securities prior to the Closing. The Phantom Equity Units will not be exchanged for Class A common stock until six months after the Closing. Please see the section entitled “Shareholder Proposal 2: The Merger Proposal — Related Agreements — Exchange Agreement.”

4.      All warrants to purchase indie units will be exercised in full for cash immediately prior to the Closing of the Business Combination.

5.      The 3.45 million shares of Class A common stock to be held in escrow in accordance with the Sponsor Letter Agreement are treated as if owned by the Sponsor, although they will be held in escrow and subject to return and cancellation by the Company if the stock price performance thresholds are not met as further described in the Sponsor Letter Agreement. Please see the section entitled “Shareholder Proposal 2: The Merger Proposal — Related Agreements — Sponsor Letter Agreement.”

6.      No Earn-Out Shares are issued. Please see the section entitled “Shareholder Proposal 2: The Merger Proposal — The MTA — The Earn-Out.”

7.      The PIPE Financing is consummated in accordance with its terms for $150 million, with Thunder Bridge II issuing 15 million shares of Class A ordinary shares to the PIPE Investors. Please see the section entitled “Shareholder Proposal 2: The Merger Proposal — Related Agreements — Subscription Agreements; Lock-up Agreements.”

8.      Assumes no Closing Adjustment (in other words, the expected indebtedness of the Target Companies as of the Closing does not exceed the amount of cash and cash equivalents of the Target Companies immediately prior to the Effective Time). Please see the section entitled “Shareholder Proposal 2: The Merger Proposal — The MTA — Merger Consideration.”

9.      Other than the PIPE Financing, there are (a) no other issuances of equity securities of Thunder Bridge II prior to or in connection with the Closing, and (b) no issuance of any equity awards that may be issued under the proposed 2021 Equity Incentive Plan following the Business Combination, which may include the 3,013,391 shares of Class A restricted stock units currently expected to be issued to certain employees and directors of indie or that may be issued to directors of the Company after the Closing as described under the section entitled “Shareholder Proposal 3: The Equity Incentive Plan Proposal” and the section entitled “Executive Compensation of indie — Key Compensation Actions in 2021 — Equity Grants.”

Market and Industry Data

Information contained in this proxy statement/prospectus concerning the market and the industry in which indie competes, including its market position, general expectations of market opportunity and market size, is based on information from various third-party sources, on assumptions made by indie based on such sources and indie’s knowledge of the markets for its services and solutions. Any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. The industry in which indie operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the section entitled “Risk Factors — Risks Related to indie’s Business” and elsewhere in this proxy statement/prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business and indie’s business, and the timing and ability for Thunder Bridge II and indie to complete the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and Thunder Bridge II and indie managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of Thunder Bridge II, indie and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing Thunder Bridge II’s views as of any subsequent date. Thunder Bridge II does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the Shareholder Proposals. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by Thunder Bridge II and Surviving Pubco and the following:

•        indie’s future capital requirements and sources and uses of cash;

•        indie’s ability to obtain funding for its operations and future growth;

•        changes in the market for indie’s products and services;

•        expansion plans and opportunities;

•        the above-average industry growth of product and market areas that indie has targeted;

•        indie’s plan to increase revenue through the introduction of new products within its existing product families as well as in new product categories and families;

•        the cyclical nature of the semiconductor industry;

•        indie’s ability to successfully introduce new technologies and products;

•        the demand for the goods into which indie’s products are incorporated;

•        indie’s ability to accurately estimate demand and obtain supplies from third-party producers;

•        indie’s ability to win competitive bid selection processes;

•        the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the MTA;

•        the outcome of any legal proceedings that may be instituted against indie or Thunder Bridge II following announcement of the proposed Business Combination and transactions contemplated thereby;

•        the inability to complete the Business Combination due to the failure to obtain approval of the Thunder Bridge II shareholders, the inability to complete the PIPE Financing, the failure of Thunder Bridge II to retain sufficient cash in the Trust Account or find replacement cash to meet the requirements of the MTA or the failure to meet other conditions to closing in the MTA;

•        the inability to maintain the listing of the Class A common stock of the Company on Nasdaq following the Business Combination;

•        the risk that the proposed Business Combination disrupts current plans and operations;

•        the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of the Company to grow and manage growth profitably;

•        costs related to the Business Combination; and

•        other risks and uncertainties indicated in this proxy statement/prospectus, including those set forth under the section entitled “Risk Factors.”

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of Thunder Bridge II and indie prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to Thunder Bridge II, indie or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, Thunder Bridge II and indie undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

RISK FACTORS

You should carefully consider all the following risk factors, together with all of the other information in this proxy statement/prospectus, including the financial information, before deciding how to vote or instruct your vote to be cast to approve the Shareholder Proposals described in this proxy statement/prospectus.

The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, the Company’s business, financial condition and results of operations. If any of the events described below occur, the Company’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of the Company’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of Thunder Bridge II and indie.

Throughout this section, references to the “Company” refer to the Company and its consolidated subsidiaries as the context so requires.

Risks Related to the Domestication and the Business Combination

Thunder Bridge II’s shareholders will experience dilution due to the issuance of securities convertible into the shares of Class A common stock of the Company to the indie Equity Holders as consideration in the Merger, the issuance of shares to the PIPE Investors in the PIPE Financing and the issuance to the indie Equity Holders of securities entitling them to a significant voting stake in the Company.

Based on indie’s and Thunder Bridge II’s current capitalization (and the assumptions regarding the Merger Consideration paid at Closing described under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages”), we anticipate issuing to the indie Equity Holders an aggregate of 90,000,000 shares of Class A common stock of the Company to be issued in the Business Combination (which includes the right to receive such shares from the exchange of Phantom Equity Units and Post-Merger indie Units pursuant to the Exchange Agreement). Additionally, certain holders of Post-Merger indie Units will be issued a share of Class V common stock of the Company, entitling such member to a number of votes on matters subject to the vote of the Company common stockholders equal to the number of Post-Merger indie Units held by such indie Equity Holder. Furthermore, if the Equity Incentive Plan Proposal is approved, a number of shares equal to 7% of the sum of (i) the number of issued and outstanding shares of Class A common stock immediately after the Closing, and (ii) the number of issued and outstanding Post-Merger indie Units immediately after the Closing, excluding those held by the Company, will be authorized for issuance under the 2021 Equity Incentive Plan, which using the assumptions described under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages” would be 10,368,750 shares of Class A common stock, and it is currently expected that shortly after the Closing, the Company plans to issue approximately 3,013,391 Class A restricted stock units to the Company’s employees and directors following the Merger (see the section entitled “Shareholder Proposal 3: The Equity Incentive Plan Proposal”). In addition, Thunder Bridge II will issue 15 million shares of Class A common stock to the PIPE Investors pursuant to the PIPE Financing simultaneously with or immediately prior to the Closing. Based on the assumptions described under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages,” Thunder Bridge II’s current shareholders would hold in the aggregate approximately 29.1% of the outstanding Class A common stock (23.3% held by the Public Shareholders and 5.8% held by the Sponsor), the PIPE Investors are expected to own approximately 10.1% of the Company’s outstanding Class A common stock and the current indie Equity Holders holding approximately 60.8% of the outstanding Class A common stock (on an as-exchanged basis). Without limiting the other assumptions described under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages,” these ownership percentages do not take into account:

•        any warrants or options to purchase the Class A common stock that will be outstanding following the Business Combination;

•        any equity awards that may be issued under the proposed 2021 Equity Incentive Plan following the Business Combination, including approximately 3,013,391 shares Class A common restricted stock units currently expected to be issued to the Company’s employees and directors shortly after the Closing, which number of restricted shares represents approximately 29.1% of the total number of shares currently expected to be authorized for issuance under the 2021 Equity Incentive Plan using the assumptions described under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages” (See the

section entitled “Shareholder Proposal 3: The Equity Incentive Plan Proposal” for more information and the section entitled “Executive Compensation of indie — Key Compensation Actions in 2021 — Equity Grants”); or

•        the Earn-Out Shares or any adjustments to the Merger Consideration pursuant to the MTA not reflected in our assumptions described above and in the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages.”

If any of the Public Shares are redeemed in connection with the Business Combination, the percentage of the outstanding Class A ordinary shares held by the Public Shareholders will decrease and the percentages of the outstanding Class A common stock held immediately following the Business Combination by the Sponsor and the percentage of voting power of Class A common stock issuable to the indie Equity Holders upon exchange of Post-Merger indie Units will increase. To the extent that any of the outstanding Warrants are exercised for shares of Class A common stock, or additional awards are issued under the proposed 2021 Equity Incentive Plan, Thunder Bridge II’s existing shareholders may experience substantial dilution. Such dilution could, among other things, limit the ability of Thunder Bridge II’s current shareholders to influence the Company’s management through the election of directors following the Business Combination.

The ability of Thunder Bridge II’s shareholders to exercise Redemption Rights with respect to Thunder Bridge II’s Public Shares may prevent Thunder Bridge II from completing the Business Combination or optimizing its capital structure.

Thunder Bridge II does not know how many shareholders will ultimately exercise their Redemption Rights in connection with the Business Combination. As such, the Business Combination is structured based on Thunder Bridge II’s expectations (and those of the other parties to the MTA) as to the number of shares that will be submitted for Redemption.

It is a condition to indie’s obligations to close that: (1) after giving effect to the Redemptions, there is at least $262,185,126 remaining in the Trust Account before expenses; and (2) after giving effect to any Redemptions and the PIPE Financing, Surviving Pubco has at least $250,000,000 in cash and cash equivalents after expenses. If too many Public Shareholders elect to redeem their shares or indie does not waive these conditions to closing, the PIPE Financing alone may be insufficient to complete the Business Combination, and additional third-party financing may not be available to Thunder Bridge II. For information regarding the parameters of such restrictions, please see the sections of this proxy statement/prospectus entitled “Shareholder Proposal 2: The Merger Proposal — The MTA — Covenants of the Parties” and “Shareholder Proposal 2: The Merger Proposal — The MTA — Closing Conditions.”

Furthermore, raising such additional financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. For information on the consequences if the Business Combination is not completed or must be restructured, please see the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to Thunder Bridge II.”

Subsequent to the completion of the Business Combination, the Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

Thunder Bridge II cannot assure you that the due diligence Thunder Bridge II has conducted on indie will reveal all material issues that may be present with regard to indie, or that factors outside of Thunder Bridge II’s or indie’s control will not later arise. As a result of unidentified issues or factors outside of Thunder Bridge II’s or indie’s control, the Company may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Even if Thunder Bridge II’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with the preliminary risk analysis conducted by Thunder Bridge II. Even though these charges may be non-cash items that would not have an immediate impact on the Company’s liquidity, the fact that the Company reports charges of this nature could contribute to negative market perceptions about the Company or its securities. In addition, charges of this nature may cause the Company to violate leverage or other covenants to which it may be subject. Accordingly, any shareholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their shares from any such write-down or write-downs.

The Company’s ability to be successful following the Business Combination will depend upon the efforts of the Company Board and indie’s key personnel and the loss of such persons could negatively impact the operations and profitability of the Company’s business following the Business Combination.

The Company’s ability to be successful following the Business Combination will be dependent upon the efforts of the Company Board and key personnel. Thunder Bridge II cannot assure you that, following the Business Combination, the Company Board and the Company’s key personnel will be effective or successful or remain with the Company.

The Company will be a holding company and its only material asset after completion of the Business Combination will be its interest in indie, and it is accordingly dependent upon distributions made by its subsidiaries to pay taxes, make payments under the Tax Receivable Agreement and pay dividends.

Upon completion of the Business Combination, the Company will be a holding company with no material assets other than its ownership of Post-Merger indie Units and its managing member interest in indie. As a result, the Company will have no independent means of generating revenue or cash flow. The Company’s ability to pay taxes, make payments under the Tax Receivable Agreement and pay dividends will depend on the financial results and cash flows of indie and its subsidiaries and the distributions it receives from indie. Deterioration in the financial condition, earnings or cash flow of indie and its subsidiaries for any reason could limit or impair indie’s ability to pay such distributions. Additionally, to the extent that the Company needs funds and indie and/or any of its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or indie is otherwise unable to provide such funds, it could materially adversely affect the Company’s liquidity and financial condition.

indie will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of Post-Merger indie Units. Accordingly, the Company will be required to pay income taxes on its allocable share of any net taxable income of indie. Under the terms of the Amended Operating Agreement, indie is obligated to make tax distributions to holders of Post-Merger indie Units (including the Company) calculated at certain assumed tax rates. In addition to tax expenses, the Company will also incur expenses related to its operations, including payment obligations under the Tax Receivable Agreement (and the cost of administering such payment obligations), which could be significant. See the section entitled “Shareholder Proposal 2: The Merger Proposal — Related Agreements — Tax Receivable Agreement.” The Company intends to cause indie to make distributions to holders of Post-Merger indie Units in amounts sufficient to cover all applicable taxes (calculated at assumed tax rates), relevant operating expenses, payments under the Tax Receivable Agreement and dividends, if any, declared by indie. However, as discussed below, indie’s ability to make such distributions may be subject to various limitations and restrictions including, but not limited to, restrictions on distributions that would either violate any contract or agreement to which indie is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering indie insolvent. If the Company’s cash resources are insufficient to meet its obligations under the Tax Receivable Agreement and to fund its obligations, the Company may be required to incur additional indebtedness to provide the liquidity needed to make such payments, which could materially adversely affect its liquidity and financial condition and subject the Company to various restrictions imposed by any such lenders. To the extent that the Company is unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement.

Additionally, although indie generally will not be subject to any entity-level U.S. federal income tax, it may be liable under recent federal tax legislation for adjustments to its tax return, absent an election to the contrary. In the event indie’s calculations of taxable income are incorrect, its members, including the Company, in later years may be subject to material liabilities pursuant to this federal legislation and its related guidance.

The Company anticipates that the distributions it will receive from indie may, in certain periods, exceed the Company’s actual tax liabilities and obligations to make payments under the Tax Receivable Agreement. The Company Board, in its sole discretion, will make any determination from time to time with respect to the use of any such excess cash so accumulated, which may include, among other uses, to acquire additional newly issued Post-Merger indie Units from indie at a per unit price determined by reference to the market value of the Class A common stock; to pay dividends, which may include special dividends, on the Company’s Class A common stock; to fund repurchases of Class A common stock; or any combination of the foregoing. The Company will have no obligation to distribute such cash (or other available

cash other than any declared dividend) to its stockholders. To the extent that the Company does not distribute such excess cash as dividends on Class A common stock or otherwise undertake ameliorative actions between Post-Merger indie Units and shares of Class A common stock and instead, for example, holds such cash balances, holders of Post-Merger indie Units that hold interests in indie pre-Business Combination may benefit from any value attributable to such cash balances as a result of their ownership of Class A common stock following an exchange of their Post-Merger indie Units, notwithstanding that such holders may previously have participated as holders of Post-Merger indie Units in distributions by indie that resulted in such excess cash balances at the Company. See the section entitled “Shareholder Proposal 2: The Merger Proposal — Related Agreements — Amended Operating Agreement.”

Dividends on the Company’s common stock, if any, will be paid at the discretion of the Company Board, which will consider, among other things, the Company’s business, operating results, financial condition, current and expected cash needs, plans for expansion and any legal or contractual limitations on its ability to pay such dividends. Financing arrangements may include restrictive covenants that restrict the Company’s ability to pay dividends or make other distributions to its stockholders. In addition, indie is generally prohibited under state law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of indie (with certain exceptions) exceed the fair value of its assets. indie’s subsidiaries are generally subject to similar legal limitations on their ability to make distributions to indie. If indie does not have sufficient funds to make distributions, the Company’s ability to declare and pay cash dividends may also be restricted or impaired.

Under the Tax Receivable Agreement, the Company will be required to pay 85% of the tax benefits relating to tax depreciation or amortization deductions as a result of the tax basis step-up the Company receives in connection with the exchanges of Post-Merger indie Units into the Company’s Class A common stock and related transactions, and those payments may be substantial.

The indie Equity Holders may exchange their Post-Merger indie Units for shares of Class A common stock pursuant to the Exchange Agreement, subject to certain conditions and transfer restrictions as set forth therein and in the Amended Operating Agreement. These exchanges are expected to result in increases in the Company’s allocable share of the tax basis of the tangible and intangible assets of indie. These increases in tax basis may increase (for tax purposes) depreciation and amortization deductions and therefore reduce the amount of income or franchise tax that the Company would otherwise be required to pay in the future had such exchanges never occurred.

In connection with the Business Combination, the Company will enter into the Tax Receivable Agreement, which generally provides for the payment by it of 85% of certain tax benefits, if any, that the Company realizes (or in certain cases is deemed to realize) as a result of these increases in tax basis and certain tax attributes of the ADK Blocker Group and tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. These payments are the obligation of the Company and not of indie. The actual increase in the Company’s allocable share of indie’s tax basis in its assets, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the market price of the Class A common stock at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of the recognition of the Company’s income. While many of the factors that will determine the amount of payments that the Company will make under the Tax Receivable Agreement are outside of its control, the Company expects that the payments we will make under the Tax Receivable Agreement will be substantial and could have a material adverse effect on the Company’s financial condition. Any payments made by the Company under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to the Company. To the extent that the Company is unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid. Furthermore, the Company’s future obligation to make payments under the Tax Receivable Agreement could make it a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the Tax Receivable Agreement. See the section entitled “Shareholder Proposal 2: The Merger Proposal — Related Agreements — Tax Receivable Agreement.”

In certain cases, payments under the Tax Receivable Agreement may exceed the actual tax benefits the Company realizes or may be accelerated.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that the Company determines, and the Internal Revenue Service (the “IRS”) or another taxing authority may challenge all or any part of the tax basis increases, as well as other tax positions that the Company takes, and a court may sustain such a challenge.

In the event any tax benefits initially claimed by the Company are disallowed, the current indie Equity Holders will not be required to reimburse the Company for any excess payments that may previously have been made under the Tax Receivable Agreement, for example, due to adjustments resulting from examinations by taxing authorities. Rather, excess payments made to such holders will be netted against any future cash payments otherwise required to be made by the Company, if any, after the determination of such excess. However, a challenge to any tax benefits initially claimed by the Company may not arise for a number of years following the initial time of such payment or, even if challenged early, such excess cash payment may be greater than the amount of future cash payments that the Company might otherwise be required to make under the terms of the Tax Receivable Agreement and, as a result, there might not be future cash payments from which to net against. As a result, in certain circumstances the Company could make payments under the Tax Receivable Agreement in excess of the Company’s actual income or franchise tax savings, which could materially impair the Company’s financial condition.

Moreover, the Tax Receivable Agreement provides that, in the event that (i) the Company exercise its early termination rights under the Tax Receivable Agreement, (ii) the Company becomes bankrupt or undergoes a similar insolvency event, (iii) certain changes of control of the Company occur (as described in the Tax Receivable Agreement) or (iv) the Company is more than three months late in making of a payment due under the Tax Receivable Agreement (unless the Company in good faith determines that it has insufficient funds to make such payment), the Company’s obligations under the Tax Receivable Agreement will accelerate and the Company will be required to make an immediate lump-sum cash payment to the indie Equity Holders equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement, which lump-sum payment would be based on certain assumptions, including those relating to the Company’s future taxable income. The lump-sum payment to the indie Equity Holders could be substantial and could exceed the actual tax benefits that the Company realizes subsequent to such payment because such payment would be calculated assuming, among other things, that the Company would be able to use the assumed potential tax benefits in future years, and that tax rates applicable to the Company would be the same as they were in the year of the termination.

There may be a material negative effect on the Company’s liquidity if the payments under the Tax Receivable Agreement exceed the actual income or franchise tax savings that the Company realizes. Furthermore, the Company’s obligations to make payments under the Tax Receivable Agreement could also have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. The Company may need to incur additional indebtedness to finance payments under the Tax Receivable Agreement to the extent its cash resources are insufficient to meet its obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise. Such indebtedness may have a material adverse effect on the Company’s financial condition.

Some of Thunder Bridge II’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether indie is appropriate for Thunder Bridge II’s initial business combination.

The personal and financial interests of Thunder Bridge II’s Sponsor, officers and directors may influence or have influenced their motivation in identifying and selecting a target for a business combination, their support for completing the Business Combination and the operation of the Company following the Business Combination.

Thunder Bridge II’s Sponsor owns 8,625,000 Class B ordinary shares, which were initially acquired prior to the IPO for an aggregate purchase price of $25,000 and Thunder Bridge II’s directors and officers have pecuniary interests in such ordinary shares through their ownership interest in the Sponsor. Such shares had an aggregate market value of approximately $87.3 million based on the last sale price of $10.12 per share on Nasdaq on May 10, 2021. In addition, the Sponsor purchased an aggregate of 8,650,000 Private Placement Warrants, each exercisable for one Class A ordinary share of Thunder Bridge II at $11.50 per share, for a purchase price of $8,650,000, or $1.00 per warrant. Such warrants had an aggregate market value of approximately $14.7 million based on the last sale price of $1.70 per warrant on Nasdaq on May 10, 2021.

The Memorandum and Articles of Association require Thunder Bridge II to complete an initial business combination prior to August 13, 2021 (unless Thunder Bridge II submits and its shareholders approve an extension of such date). If the Business Combination is not completed and Thunder Bridge II is forced to wind up, dissolve and liquidate in accordance with the Memorandum and Articles of Association, the 8,625,000 ordinary shares currently held by Thunder Bridge II’s Sponsor and the Private Placement Warrants purchased by Sponsor will be worthless (as the holders have waived liquidation rights with respect to such ordinary shares).

Certain officers and directors of Thunder Bridge II also participate in arrangements that may be argued to provide them with other interests in the Business Combination that are different from yours, including, among others, arrangements for the continued service as directors of the Company. Thunder Bridge II’s Sponsor, officers and directors have not incurred material out-of-pocket expenses in connection with performing due diligence on suitable targets for business combinations or the negotiation of the Business Combination.

Further, Thunder Bridge II’s Sponsor has pursuant to the Sponsor Support Agreement, and Sponsor, officers and directors have pursuant to the Insider Letter Agreement, each agreed (A) to vote any Thunder Bridge II shares owned by them in favor of the Business Combination and (B) not to redeem any shares in connection with a shareholder vote to approve the Business Combination.

These interests, among others, may influence or have influenced the Sponsor and the officers and directors of Thunder Bridge II and indie to support or approve the Business Combination. For more information concerning the interests of Thunder Bridge II’s officers and directors, see the section entitled “Shareholder Proposal 2: The Merger Proposal — Interests of Thunder Bridge II’s Directors and Officers and Others in the Business Combination” and the risk factor entitled “— Risks Related to Thunder Bridge II — Thunder Bridge II’s founder and chief executive officer controls a substantial interest in Thunder Bridge II and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support” in this proxy statement/prospectus.

Thunder Bridge II has not obtained an opinion from an independent investment banking firm or another independent firm, and consequently, you may have no assurance from an independent source that the terms of the Business Combination are fair to Thunder Bridge II from a financial point of view.

The Thunder Bridge II Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination. Thunder Bridge II is not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from another independent firm that the price it is paying is fair to Thunder Bridge II from a financial point of view. In analyzing the Business Combination, the Thunder Bridge II Board and Thunder Bridge II’s management conducted due diligence on indie and researched the industry in which indie operates and concluded that the Business Combination was in the best interest of its shareholders. Accordingly, Thunder Bridge II’s shareholders will be relying solely on the judgment of the Thunder Bridge II Board in determining the value of the Business Combination, and the Thunder Bridge II Board may not have properly valued such business. The lack of third-party valuation or fairness opinion may also lead an increased number of shareholders to vote against the Business Combination or demand Redemption of their shares, which could potentially impact our ability to consummate the Business Combination. For more information about our decision-making process, see the section entitled “Shareholder Proposal 2: The Merger Proposal — Thunder Bridge II Board’s Reasons for the Approval of the Business Combination.”

There is a minimum cash requirement and maximum redemption threshold in the MTA, and failure to satisfy these conditions will stop our ability to consummate the Business Combination

The Memorandum and Articles of Association does not provide a specified maximum Redemption threshold, except that in no event will Thunder Bridge II redeem its Public Shares in an amount that would cause its net tangible assets, without regard to any assets or liabilities of the Target Companies, to be less than $5,000,001 immediately prior to the completion of the Business Combination (such that Thunder Bridge II is not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement contained in the MTA. This minimum net tangible asset condition is a condition to the obligations of both indie and Thunder Bridge II to complete the Business Combination under the MTA. Furthermore, the MTA provides that it is a condition to indie’s obligations under the MTA that Thunder Bridge II have minimum cash not less than $250,000,000 from the funds remaining in the Trust Account after giving effect to the Redemption and the PIPE Financing and expenses, and also requires that no more than 25% of the funds in the Trust Account shall be paid to redeeming shareholders. If we are not able to satisfy the cash requirement, or redemptions are greater than 25% of the funds in the Trust Account, then indie will not be obligated to consummate the Business Combination.

Nasdaq may delist the Company’s securities from trading on its exchange, which could limit investors’ ability to make transactions in the Company’s securities and subject the Company to additional trading restrictions.

Thunder Bridge II’s Public Shares and Public Warrants are currently listed on Nasdaq and it is a condition to indie’s obligations to complete the Business Combination that the Company’s Class A common stock shall have been listed on Nasdaq and will be eligible for continued listing on Nasdaq immediately following the Business Combination after giving effect to the Redemptions (as if it were a new initial listing by an issuer that had never been listed prior to Closing).

However, Thunder Bridge II cannot assure you that the Company’s securities will continue to be listed on Nasdaq in the future. In addition, in connection with the Business Combination and as a condition to indie’s obligations to complete the Business Combination, the Company is required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of the Company’s securities on Nasdaq. For instance, the Company’s stock price would generally be required to be at least $4 per share and its stockholders’ equity would generally be required to be at least $5 million and the Company would be required to have a minimum of 300 public holders of “round lots” of 100 shares. In addition to the listing requirements for the Company’s Class A common stock, Nasdaq imposes listing standards on warrants. Thunder Bridge II cannot assure you that the Company will be able to meet those initial listing requirements, in which case indie will not be obligated to complete the Business Combination. In addition, it is possible that the Company’s Class A common stock and Public Warrants will cease to meet the Nasdaq listing requirements following the Business Combination.

Thunder Bridge II expects that if Nasdaq delists the Company’s securities from trading on its exchange and the Company is not able to list its securities on another national securities exchange, then the Company’s securities could be quoted on an over-the-counter market. If this were to occur, the Company could face significant material adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        reduced liquidity for its securities;

•        a determination that the Company’s Class A common stock is a “penny stock” which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the Company’s securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The unaudited pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” may not be representative of the Company’s results if the Business Combination is completed.

Thunder Bridge II and indie currently operate as separate companies and have had no prior history as a combined entity, and indie’s and the Company’s operations have not previously been managed on a combined basis. The pro forma financial information included in this proxy statement/prospectus is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of the Company. The pro forma statement of operations does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of future market conditions on revenues or expenses. The pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” has been derived from Thunder Bridge II’s and indie’s historical financial statements and certain adjustments and assumptions have been made regarding the Company after giving effect to the Business Combination. There may be differences between preliminary estimates in the pro forma financial information and the final acquisition accounting, which could result in material differences from the pro forma information presented in this proxy statement/prospectus in respect of the estimated financial position and results of operations of the Company.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect the Company’s financial condition or results of operations following the Closing. Any potential decline in the Company’s financial condition or results of operations may cause significant variations in the stock price of the Company.

During the pendency of the Business Combination, Thunder Bridge II will not be able to enter into a business combination with another party because of restrictions in the MTA. Furthermore, certain provisions of the MTA will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the MTA.

Covenants in the MTA impede the ability of Thunder Bridge II to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, Thunder Bridge II may be at a disadvantage to its competitors during that period. In addition, while the MTA is in effect, neither Thunder Bridge II nor indie may solicit, assist, facilitate the making, submission or announcement of, or intentionally encourage any alternative acquisition proposal, such as a merger, material sale of assets or equity interests or other business combination, with any third party, even though any such alternative acquisition could be more favorable to Thunder Bridge II’s shareholders than the Business Combination. In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the MTA due to the passage of time during which these provisions have remained in effect.

If the conditions to the MTA are not met, the Business Combination may not occur.

Even if the Business Combination is approved by the shareholders of Thunder Bridge II and the members of indie, specified conditions must be satisfied or waived before the parties to the MTA are obligated to complete the Business Combination. For a list of the material closing conditions contained in the MTA, see the section entitled “Shareholder Proposal 2: The Merger Proposal — The MTA — Closing Conditions.” Thunder Bridge II and indie may not satisfy all of the closing conditions in the MTA. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause Thunder Bridge II and indie to each lose some or all of the intended benefits of the Business Combination.

Because Thunder Bridge II is incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

Because Thunder Bridge II is currently incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests and your ability to protect your rights through the U.S. federal courts may be limited prior to the Domestication. Thunder Bridge II is currently an exempted company under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon Thunder Bridge II’s directors or officers, or enforce judgments obtained in the United States courts against Thunder Bridge II’s directors or officers.

Until the Domestication is effected, Thunder Bridge II’s corporate affairs are governed by the Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of its directors to Thunder Bridge II under the laws of the Cayman Islands are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of Thunder Bridge II’s shareholders and the fiduciary responsibilities of its directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

The courts of the Cayman Islands are unlikely (i) to recognize or enforce against Thunder Bridge II judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against Thunder Bridge II predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory

enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

The Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the Thunder Bridge II Board or controlling shareholders than they would as public shareholders of a United States company.

There is a risk that a U.S. Holder may recognize taxable gain with respect to its Thunder Bridge II Shares at the effective time of the Domestication.

The Thunder Bridge II Board believes the Domestication should qualify as a reorganization within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. If the Domestication should fail to qualify as a reorganization under Section 368(a) of the Code, a U.S. Holder (as that term is defined in the section entitled “Shareholder Proposal 2: The Merger Proposal — Federal Income Tax Consequences of the Domestication to Thunder Bridge II Shareholders”) of Thunder Bridge II Shares generally would recognize a gain or loss with respect to its Thunder Bridge II Shares in an amount equal to the difference, if any, between the fair market value of the corresponding common stock of the Delaware corporation received in the Domestication and the U.S. Holder’s adjusted tax basis in its Thunder Bridge II Shares surrendered.

As discussed more fully under the section entitled “Shareholder Proposal 2: The Merger Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Thunder Bridge II Shareholders” below, it is intended that the Domestication will constitute a tax-free reorganization within the meaning of Section 368(a)(l)(F) of the Code. Assuming that the Domestication so qualifies, U.S. Holders (as defined in such section) of Thunder Bridge II Shares will be subject to Section 367(b) of the Code and, as a result:

•        A U.S. Holder of Thunder Bridge II Shares whose Thunder Bridge II Shares have a fair market value of less than $50,000 on the date of the Domestication will not recognize any gain or loss and will not be required to include any part of Thunder Bridge II’s earnings in income;

•        A U.S. Holder of Thunder Bridge II Shares whose Thunder Bridge II Shares have a fair market value of $50,000 or more, but who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Thunder Bridge II Shares entitled to vote will generally recognize gain (but not loss) on the exchange of Thunder Bridge II Shares for shares in the Company (a Delaware corporation) pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend the “all earnings and profits amounts,” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to its Thunder Bridge II Shares, provided certain other requirements are satisfied. Thunder Bridge II does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication; and

•        A U.S. Holder of Thunder Bridge II Shares whose Thunder Bridge II Shares have a fair market value of $50,000 or more, and who on the date of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of Thunder Bridge II Shares entitled to vote will generally be required to include in income as a dividend the “all earnings and profits amount,” (as defined in Treasury Regulation Section 1.367(b)-2(d))) attributable to its Thunder Bridge II Shares, provided certain other requirements are satisfied. Thunder Bridge II does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

Furthermore, even if the Domestication qualifies as a reorganization under Section 368(a) of the Code, a U.S. Holder of Thunder Bridge II Shares may still recognize gain (but not loss) upon the exchange of its Thunder Bridge II Shares for the common stock of the Delaware corporation pursuant to the Domestication under the “passive foreign investment company,” or PFIC, rules of the Code equal to the excess, if any, of the fair market value of the common

stock of the Delaware corporation received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding Thunder Bridge II Shares surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. In such event, the U.S. Holder’s aggregate tax basis in the common stock of the Delaware corporation received in connection with the Domestication should be the same as the aggregate tax basis of Thunder Bridge II Shares surrendered in the transaction, increased by any amount included in the income of such U.S. Holder under the PFIC rules. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “Shareholder Proposal 2: The Merger Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Thunder Bridge II Shareholders — U.S. Holders — PFIC Considerations.”

Upon completion of the Business Combination, the rights of holders of the Company’s common stock arising under the DGCL will differ from and may be less favorable to the rights of holders of Thunder Bridge II’s ordinary shares arising under the Cayman Islands Companies Act.

Upon completion of the Business Combination, the rights of holders of the Company’s common stock will arise under the DGCL. The DGCL contains provisions that differ in some respects from those in the Companies Act, and, therefore, some rights of holders of the Company’s common stock could differ from the rights that holders of Thunder Bridge II ordinary shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands law, such actions are generally available under Delaware law. This change could increase the likelihood that the Company becomes involved in costly litigation, which could have a material adverse effect on the Company.

For a more detailed description of the rights of holders of the Company’s common stock under the DGCL and how they may differ from the rights of holders of Thunder Bridge II ordinary shares under the Companies Act, please see the section entitled “Shareholder Proposal 1: The Domestication Proposal — Comparison of Shareholder Rights under the Applicable Corporate Law Before and After the Domestication.”

Delaware law and the Certificate of Incorporation and Bylaws will contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The Certificate of Incorporation and Bylaws that will be in effect upon completion of the Business Combination, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, and therefore depress the trading price of the Company’s Class A common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the Company Board or taking other corporate actions, including effecting changes in management. Among other things, the Certificate of Incorporation and Bylaws include provisions regarding:

•        a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of the Company Board;

•        the ability of the Company Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•        the limitation of the liability of, and the indemnification of, the Company’s directors and officers;

•        the right of the Company Board to elect a director to fill a vacancy created by the expansion of the Company Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the Company Board;

•        the requirement that directors may only be removed from the Company Board for cause;

•        the requirement that a special meeting of stockholders may be called only by the Company Board, the chairman of the Company Board or the Company’s chief executive officer, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;

•        controlling the procedures for the conduct and scheduling of the Company Board and stockholder meetings;

•        the requirement for the affirmative vote of holders of 66⅔% of the voting power of the outstanding voting capital stock of the Company, voting together as a single class to amend, alter, change or repeal certain provisions in the Certificate of Incorporation and the Bylaws, respectively, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Company Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

•        the ability of the Company Board to amend the Bylaws, which may allow the Company Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt; and

•        advance notice procedures with which stockholders must comply to nominate candidates to the Company Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Company Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Company.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Company Board or management.

In addition, as a Delaware corporation, the Company will generally be subject to provisions of Delaware law, including the DGCL. Although the Company will elect not to be governed by Section 203 of the DGCL, certain provisions of the Certificate of Incorporation will, in a manner substantially similar to Section 203 of the DGCL, prohibit certain Company stockholders (other than those stockholders who are party to a stockholders’ agreement with the Company) who hold 15% or more of the Company’s outstanding capital stock from engaging in certain business combination transactions with the Company for a specified period of time unless certain conditions are met. See the section entitled “Description of Thunder Bridge II’s and the Company’s Securities — Capital Stock of the Company after the Business Combination — Anti-Takeover Effects of the Certificate of Incorporation, the Bylaws and Certain Provisions of Delaware Law — Business Combinations.”

Any provision of the Certificate of Incorporation, Bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their shares of the Company’s capital stock and could also affect the price that some investors are willing to pay for the Company’s common stock.

The form of the Certificate of Incorporation is attached as Annex A to this proxy statement/prospectus and we urge you to read it.

Our Certificate of Incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or the Company’s directors, officers or other employees.

Our Certificate of Incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding brought on behalf of our company, (2) action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of our Company to our Company or our stockholders, or any claim for aiding and abetting any such alleged breach, (3) action asserting a claim against our Company or any director or officer of our Company arising pursuant to any provision of the DGCL or our Certificate of Incorporation or our bylaws, or (4) action asserting a claim against us or any director or officer of our Company governed by the internal affairs doctrine except for, as to each of (1) through (4) above, any claim (a) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (b) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (c) arising under the federal securities laws, including the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and exclusive forums. Notwithstanding the foregoing, the inclusion of such provision in our Certificate of Incorporation will not be deemed to be a waiver by our stockholders of our obligation to comply with federal securities laws, rules

and regulations, and the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provisions in our Certificate of Incorporation. If any action the subject matter of which is within the scope the forum provisions is filed in a court other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder.

This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our Company or its directors, officers or other employees, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our Certificate of Incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

The Certificate of Incorporation will not limit the ability of the Sponsor to compete with us.

The Sponsor and its affiliates engage in a broad spectrum of activities, including investments in the financial services and technology industries. In the ordinary course of their business activities, the Sponsor and its affiliates may engage in activities where their interests conflict with the Company’s interests or those of its stockholders. The Certificate of Incorporation will provide that neither Sponsor nor its affiliates or any director who is not employed by the Company (including any non-employee director who serves as one of its officers in both his director and officer capacities) or his or her affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which the Company operates. The Sponsor also may pursue, in its capacities other than as directors of the Company Board, acquisition opportunities that may be complementary to the Company’s business, and, as a result, those acquisition opportunities may not be available to the Company. In addition, each of the Sponsor may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you.

Thunder Bridge II’s officers and directors and/or their affiliates may enter into agreements concerning Thunder Bridge II’s securities prior to the Shareholders Meeting, which may have the effect of increasing the likelihood of completion of the Business Combination or decreasing the value of the Thunder Bridge II Shares.

At any time prior to the Shareholders Meeting, during a period when they are not then aware of any material nonpublic information regarding Thunder Bridge II or its securities, Thunder Bridge II’s officers and directors and/or their affiliates may enter into a written plan to purchase Thunder Bridge II’s securities pursuant to Rule 10b5-1 of the Exchange Act, and may engage in other public market purchases, as well as private purchases, of securities. In addition, at any time prior to the Shareholders Meeting, during a period when they are not then aware of any material nonpublic information regarding Thunder Bridge II or its securities, Thunder Bridge II’s officers and directors and/or their respective affiliates may (i) purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Merger Proposal or the other Shareholder Proposals, (ii) execute agreements to purchase such shares from institutional and other investors in the future, and/or (iii) enter into transactions with institutional and other investors to provide such persons with incentives to acquire Public Shares or vote their Public Shares in favor of the Merger Proposal or the other Shareholder Proposals. Such an agreement may include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event that Thunder Bridge II’s officers and directors or their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their Redemption Rights, such selling Public Shareholders would be required to revoke their prior elections to redeem their shares. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer of shares or Warrants owned by the Sponsor for nominal value to such investors or holders.

The purpose of such share purchases and other transactions by Thunder Bridge II’s officers and directors and/or their respective affiliates would be to increase the likelihood of satisfaction of the requirements that (x) the holders of the requisite number of Thunder Bridge II Shares present and voting at the Shareholders Meeting vote in favor of the Merger Proposal and the other Shareholder Proposals and/or (y) that Thunder Bridge II will (without regard to any assets or liabilities of the Target Companies) have at least $5,000,001 in net tangible assets immediately prior to the Closing after taking into account holders of Public Shares that properly demanded Redemption of their shares for cash, when, in each case, it appears that such requirements would otherwise not be met.

Entering into any such arrangements may have a depressive effect on the Thunder Bridge II Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Shareholders Meeting.

As of the date of this proxy statement/prospectus, except as noted above, Thunder Bridge II’s directors and officers and their affiliates have not entered into any such agreements. Thunder Bridge II will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Merger Proposal or the Redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The Company’s business and operations could be negatively affected if it becomes subject to any securities litigation or shareholder activism, which could cause the Company to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of the Company’s Class A common stock or other reasons may in the future cause it to become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and board of directors’ attention and resources from the Company’s business. Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to the Company’s future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, the Company may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters. Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.

Risks Related to indie’s Business

Following the Business Combination, the Company will be a holding company with no direct operations that relies on dividends, distributions, loans and other payments, advances and transfers of funds from indie and its subsidiaries to pay dividends, pay expenses and meet its other obligations. Accordingly, the Company’s stockholders and warrant holders will be subject to all of the risks of indie’s business following the Business Combination.

Throughout this section, unless otherwise noted, “indie” refers to Ay Dee Kay, LLC and its consolidated subsidiaries.

The cyclical nature of the semiconductor industry may limit indie’s ability to maintain or improve its net sales and profitability.

The semiconductor industry is highly cyclical and is prone to significant downturns from time to time. Cyclical downturns can result in substantial declines in semiconductor demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices. Such downturns result from a variety of market forces including constant and rapid technological change, quick product obsolescence, price erosion, evolving standards, short product life cycles and wide fluctuations in product supply and demand.

Recently, downturns in the semiconductor industry have been attributed to a variety of factors including the current COVID-19 pandemic, ongoing trade disputes between the United States and China, weakness in demand and pricing for semiconductors across applications, and excess inventory. These downturns have directly impacted indie’s business, suppliers, distributors and customers.

Conversely, significant upturns could cause indie to be unable to satisfy demand in a timely and cost-efficient manner, and could result in increased competition for access to third-party foundry, assembly and testing capacity. In the event of such an upturn, indie may not be able to expand its workforce and operations in a sufficiently timely manner, procure adequate resources and raw materials, or locate suitable suppliers or other subcontractors to respond effectively to changes in demand for its existing products or to the demand for new products. Accordingly, indie’s business, financial condition and results of operations could be materially and adversely affected.

Downturns or volatility in general economic conditions could have a material adverse effect on indie’s business, financial condition, results of operations and liquidity.

indie’s net sales and profitability depend significantly on general economic conditions and the demand for the end products in the markets in which indie’s customers compete. Weaknesses in the global economy and financial markets, including the current weaknesses resulting from the ongoing COVID-19 pandemic, have led to lower automotive demand. A decline in end-user demand can affect the need that customers have for indie’s products, as well as the ability of customers to obtain credit or meet their payment obligations to indie, and may increase the likelihood of customers canceling or deferring existing orders. Any further adverse changes in economic conditions, including any recession, economic slowdown or disruption of credit markets, may also lead to lower demand for indie’s products. Volatile and uncertain economic conditions can make it difficult to accurately forecast and plan future business activities. This could result in an oversupply of products relative to customer demand.

In addition, any disruption in the credit markets, including as a result of the current COVID-19 pandemic, could impede indie’s access to capital. If there is limited access to additional financing sources, indie may be required to defer capital expenditures or seek other sources of liquidity, which may not be available on acceptable terms or at all. Similarly, if indie’s suppliers face challenges in obtaining credit or other financial difficulties, they may be unable to provide the necessary materials or services to indie.

All of these factors related to global economic conditions, which are beyond indie’s control, could adversely impact indie’s business, financial condition, results of operations and liquidity.

The semiconductor industry is highly competitive. If indie fails to introduce new technologies and products in a timely manner, it could adversely affect business.

The semiconductor industry is highly competitive and characterized by constant and rapid technological change, short product lifecycles, significant price erosion, and evolving standards for quality. Accordingly, the success of indie’s business depends, to a large extent, on its ability to meet evolving industry requirements and introduce new products and technologies, both in a timely manner and at prices that are acceptable to customers.

Moreover, the costs related to the research and development necessary to develop new technologies and products are significant and some of indie’s competitors may have greater resources than indie. If they significantly increase the resources that they devote to developing and marketing their products, indie may not be able to compete effectively.

Further, industry consolidation could enhance competitors’ product offerings and financial resources, strengthening their competitive position.

As a result of these competitive pressures, indie may face declining sales volumes or lower prices for its products, and may not be able to reduce total costs in line with declining revenue. If any of these risks materialize, they could have a material adverse effect on indie’s business, financial condition and results of operations.

The average selling prices of products in indie’s markets have historically decreased over time and could do so in the future, which could adversely impact indie’s revenue and profitability.

Average selling prices of semiconductor products in the markets indie serves have historically decreased over time. Profit margins and financial results may suffer if indie is unable to offset any reductions in average selling prices by reducing costs, developing new or enhanced products on a timely basis with higher selling prices or profit margins, or increasing sales volumes. Although indie has contractual agreements with customers, there is no assurance that those price agreements will be honored. As a result, indie’s average selling prices may decline faster than forecasted.

Much of indie’s business depends on winning competitive bid selection processes, and failure to be selected could adversely affect business in those market segments.

The competitive selection processes often require an investment of significant time and capital resources, with no guarantee of winning the contract and generating revenue. In the automotive semiconductor market in which indie competes, due to the longer design cycles involved, failure to win a design-in could prevent access to a customer for several years. indie’s failure to win a significant number of these bids could result in reduced revenues, and hurt its competitive position for future selection processes, which could have a material adverse effect on business, financial condition and results of operations.

The demand for indie’s products depends to a significant degree on the demand for its customers’ end products.

The vast majority of indie’s revenue is derived from sales to manufacturers in the automotive industry. Demand in this market fluctuates significantly, driven by consumer spending, consumer preferences, the development of new technologies and prevailing economic conditions. In addition, the end products in which its semiconductors are incorporated may not be successful, or may experience price erosion or other competitive factors that could affect the price manufacturers are willing to pay. Such customers have in the past, and may in the future, vary order levels significantly from period to period, request postponements of scheduled delivery dates, modify their orders or reduce lead times. This is particularly common during periods of low demand. This can make managing business difficult, as it limits the predictability of future revenue. It can also affect the accuracy of indie’s financial forecasts.

Furthermore, developing industry trends, including customers’ use of outsourcing and new and revised supply chain models, may affect indie’s revenue, costs and working capital requirements.

indie’s sales are made primarily to Tier 1 suppliers. Any downturn in the automotive market could significantly harm indie’s financial results.

This automotive concentration of sales exposes indie to the risks associated with the automotive market. For example, indie’s anticipated future growth is highly dependent on the adoption of ADAS, user interface, connectivity and electrification technologies, which are expected to have increased sensor and power product content. A downturn in the automotive market could delay automakers’ plans to introduce new vehicles with these features, which would negatively impact the demand for products and indie’s ability to grow its business.

The automotive industry continues to undergo consolidation and reorganization. Further such changes in the automotive market could have a material adverse effect on business, financial condition and results of operations.

Moreover, recent governmental actions to contain the spread of the COVID-19 pandemic has adversely affected the automotive industry, including manufacturers, dealers, distributors and third-party suppliers. For example, many automotive manufacturers were forced to suspend manufacturing operations and have only recently resumed production. While demand in the automotive industry is dependent on a number of factors, automotive manufacturers expect the impact of COVID-19 to be highly dependent on its duration and severity.

The foregoing operational and economic impacts and other adverse effects on the automotive industry could have a material adverse effect on indie’s business, financial condition and results of operations.

indie may be unsuccessful in developing and selling new products with profit margins similar to or better than what it has experienced in the past, which would impact indie’s overall financial performance.

Should indie fail to improve its profit margin in the future, and accordingly develop and introduce sufficiently unique products, indie’s business and financial results of operations could be materially and adversely affected.

The semiconductor industry is characterized by continued price erosion, especially after a product has been on the market.

One of the results of the rapid innovation in the semiconductor industry is that pricing pressure, especially on products containing older technology, can be intense. Product life cycles are relatively short, and as a result, products tend to be replaced by more technologically advanced substitutes on a regular basis. In turn, demand for older technology falls, causing the price at which such products can be sold to drop, in some cases precipitously.

In order to continue profitably supplying these products, indie must reduce its product costs in line with the lower revenue it can expect to generate. Usually, this must be accomplished through improvements in process technology and production efficiencies. If indie cannot advance its process technologies or improve its efficiencies to a degree sufficient to maintain required margins, it will no longer be able to make a profit from the sale of these products. Moreover, indie may not be able to cease production of such products, either due to contractual obligations or for customer relationship reasons, and as a result may be required to bear a loss on such products. indie cannot guarantee that competition in its core product markets will not lead to price erosion, lower revenue or lower margins in the future. Should reductions in indie’s manufacturing costs fail to keep pace with reductions in market prices for the products it sell, this could have a material adverse effect on indie’s business, financial condition and results of operations.

indie may pursue mergers, acquisitions, investments and joint ventures, which could adversely affect its results of operations.

indie’s growth strategy includes acquiring or investing in businesses that offer complementary products, services and technologies, or enhance its market coverage or technological capabilities. Any acquisitions indie may undertake and their integration involve risks and uncertainties. There could be unexpected delays, challenges and related expenses, and disruption of indie’s business. Inaccuracies in indie’s estimates and assumptions used to assess a transaction may result in indie not realizing the expected financial or strategic benefits of any such transaction. In addition, U.S. and foreign regulatory approvals required in connection with an acquisition may take longer than anticipated to obtain, may not be forthcoming or may contain burdensome conditions, which may jeopardize, delay or reduce the anticipated benefits to indie of the transaction.

indie’s independent registered public accounting firm, KPMG LLP’s, report contains an explanatory paragraph that expresses substantial doubt about indie’s ability to continue as a “going concern.”

Primarily as a result of ongoing product development investments, indie has incurred recurring losses and negative cash flows from operating activities since its inception, including net operating losses of $19.2 million and $18.9 million for the years ended December 31, 2020 and 2019, respectively. Net losses, which among other things include the impact of fair value changes in indie’s SAFE liabilities and interest expenses, were $98.4 million and $20.9 million for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, indie had an accumulated deficit of $153.3 million. indie expects to continue to invest in product development and generate operating losses in the future. As of the issuance date of the annual financial statements for the year ended December 31, 2020, indie recognizes the possibility that its cash and cash equivalents will not be sufficient to fund its operating expenses, capital expenditure requirements and debt service payments for the subsequent twelve months without raising additional capital to finance its operations. KPMG LLP’s report on indie’s financial statements includes an explanatory paragraph expressing substantial doubt about indie’s ability to continue as a going concern. indie is pursuing the Business Combination with Thunder Bridge II under the MTA. If the Business Combination is unable to be completed and indie is not able to secure alternative sources of financing, indie will be forced to reduce operating expenditures, which could adversely affect its business prospects, or indie may be unable to continue operations. Although management continues to pursue these plans, there is no assurance that indie will be successful in obtaining sufficient funding on terms acceptable to indie to fund continuing operations, if at all.

indie’s failure to comply with the large body of laws and regulations to which it is subject could have a material adverse effect its business and operations.

indie is subject to regulation by various governmental agencies in the United States and other jurisdictions in which it operates. These include traditional automotive quality standards/regulations as well as international trade regulations.

indie’s failure to comply with any applicable regulations or requirements could subject indie to investigations, sanctions, enforcement actions, fines, damages, penalties, or injunctions. If any governmental sanctions are imposed, or if indie does not prevail in any possible civil or criminal litigation, its business, financial condition and results of operations could be materially and adversely affected. In addition, responding to any action will likely result in a significant diversion of management’s attention and financial resources.

Interruptions in information technology systems could adversely affect business.

indie relies on the efficient and uninterrupted operation of complex information technology applications, systems and networks to operate its business. The reliability and security of information technology infrastructure and software, and indie’s ability to expand and continually update technologies in response to changing needs is critical to indie’s business. Any significant interruption in these applications, systems or networks, including but not limited to new system implementations, computer viruses, cyberattacks, security breaches, facility issues or energy blackouts, could have a material adverse impact on indie’s business, financial condition and results of operations.

indie’s business also depends on various outsourced IT services. indie relies on third-party vendors to provide critical services and to adequately address cyber security threats to their own systems. Any failure of third-party systems and services to operate effectively could disrupt indie’s operations and could have a material adverse effect on its business, financial condition and results of operations.

indie’s computer systems and networks are subject to attempted security breaches and other cybersecurity incidents, which, if successful, could be costly and could impact indie’s business.

Cyber-attacks attempting to obtain access to indie’s computer systems and networks could result in the misappropriation of proprietary information and technology. There can be no assurance that any breach or incident will not have a material impact on indie’s operations and financial results. In the current environment, there are numerous and evolving risks to cybersecurity and privacy, including criminal hackers, state-sponsored intrusions, industrial espionage, employee malfeasance, and human or technological error. In the event of such breaches, indie, its customers or other third parties could be exposed to potential liability, litigation, and regulatory action, as well as the loss of existing or potential customers, damage to reputation, and other financial loss.

In addition, the cost and operational consequences of responding to breaches and implementing remediation measures could be significant. indie could also be impacted by existing and proposed laws and regulations, as well as government policies and practices related to cybersecurity, privacy and data protection.

Cyber-attacks or other catastrophic events could result in interruptions or delays to indie, its customers, or other third party operations or services, financial loss, potential liability, and damage to indie’s reputation and affect its relationships with customers and suppliers.

Further, indie may be subject to theft, loss, or misuse of personal and confidential data regarding its employees, customers and suppliers that is routinely collected, used, stored, and transferred to run its business. Such theft, loss, or misuse could result in significantly increased business and security costs or costs related to defending legal claims.

Global privacy legislation, enforcement, and policy activity in this area are rapidly expanding and creating a complex regulatory compliance environment. In addition, even inadvertent failure to comply with federal, state, or international privacy-related or data protection laws and regulations could result in proceedings against indie by governmental entities or others.

indie’s costs to comply with and implement these privacy-related and data protection measures could be significant.

indie may require additional capital to support business, and this capital might not be available on acceptable terms, if at all.

indie intends to continue to make investments to support its business growth and may require additional capital to respond to business opportunities and challenges, including the need to develop new features and products or enhance existing services, improve operating infrastructure or acquire complementary businesses and technologies. Accordingly, indie may need to engage in debt or equity financings to secure additional funds. Any such financing secured in the future would increase expenses and could involve restrictive covenants relating to capital raising activities or create significant shareholder dilution, which may make it more difficult to obtain additional capital and to pursue business opportunities. indie may not be able to obtain additional financing on favorable terms, if at

all. If indie is unable to obtain adequate financing or financing on satisfactory terms when required, indie’s ability to continue to support business growth and to respond to business challenges could be significantly impaired, and business may be harmed.

indie relies to a significant extent on proprietary intellectual property. indie may not be able to protect this intellectual property against improper use by indie’s competitors or others.

indie’s success and future revenue growth depends, in part, on its ability to protect its proprietary technology, products, designs and fabrication processes, and other intellectual property, against misappropriation by others. indie primarily relies on patent, copyright, trademark and trade secret laws, as well as nondisclosure agreements and other methods, to protect its intellectual property. indie may have difficulty obtaining patents and other intellectual property rights to protect its proprietary products, technology and intellectual property, and the patents and other intellectual property rights received may be insufficient to provide it with meaningful protection or commercial advantage. indie may not obtain patent protection or secure other intellectual property rights in all the countries in which it operates, and under the laws of such countries, patents and other intellectual property rights may be or become unavailable or limited in scope. Even if new patents are issued, the claims allowed may not be sufficiently broad to effectively protect proprietary technology, processes and other intellectual property. In addition, any of indie’s existing patents, and any future patents issued may be challenged, invalidated or circumvented.

Further, proprietary technology, designs and processes and other intellectual property may be vulnerable to disclosure or misappropriation by employees, contractors and other persons. It is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose indie’s proprietary technologies, products, designs, processes and other intellectual property despite efforts to protect intellectual property. While indie has a number of patent filings in process, there can be no assurances that these patents will be issued or that any rights will be granted and provide meaningful protection against misappropriation of intellectual property. Competitors may also be able to develop similar technology independently or design around indie’s patents. indie may not have or pursue patents or pending applications in all the countries in which it operates corresponding to all primary patents and applications. Even if patents are granted, effective enforcement in some countries may not be available. In particular, intellectual property rights are difficult to enforce in countries where the application and enforcement of the laws governing such rights may not have reached the same level as compared to other jurisdictions where indie operates. Consequently, operating in some countries may subject indie to an increased risk that unauthorized parties may attempt to copy or otherwise use intellectual property or the intellectual property of suppliers or other parties with whom indie engages. There is no assurance that indie will be able to protect its intellectual property rights or have adequate legal recourse in the event that it seeks legal or judicial enforcement of its intellectual property rights under the laws of such countries. Any inability on indie’s part to adequately protect its intellectual property may have a material adverse effect on is business, financial condition and results of operations.

indie may become party to intellectual property claims or litigation that could cause it to incur substantial costs, pay substantial damages or prohibit it from selling its products.

The semiconductor industry is characterized by frequent litigation regarding patent and other intellectual property rights. From time to time, indie may receive communications from third parties that allege that its products or technologies infringe their patent or other intellectual property rights. Lawsuits or other proceedings resulting from allegations of infringement could subject indie to significant liability for damages, invalidate its proprietary rights and adversely affect its business. In the event that any third-party succeeds in asserting a valid claim against indie or any of its customers, indie could be forced to do one or more of the following:

•        discontinue selling, importing or using certain technologies that contain the allegedly infringing intellectual property which could cause indie to stop manufacturing certain products;

•        seek to develop non-infringing technologies, which may not be feasible;

•        incur significant legal expenses;

•        pay substantial monetary damages to the party whose intellectual property rights indie may be found to be infringing; and/or

•        indie or its customers could be required to seek licenses to the infringed technology that may not be available on commercially reasonable terms, if at all.

If a third-party causes indie to discontinue the use of any technologies, indie could be required to design around those technologies. This could be costly and time consuming and could have an adverse effect on financial results. Any significant impairments of intellectual property rights from any litigation indie faces could materially and adversely impact indie’s business, financial condition, results of operations and its ability to compete.

From time to time, indie may rely on strategic partnerships, joint ventures and alliances for manufacturing and research and development. However, indie does not control these partnerships and joint ventures, and actions taken by any of its partners or the termination of these partnerships or joint ventures could adversely affect business.

As part of indie’s strategy, indie may enter into a number of long-term strategic partnerships and alliances, including mergers and acquisitions. There can be no assurances that they will be successful. If any of indie’s current strategic partners or alliances it may engage with in the future were to encounter financial difficulties or change their business strategies, they may no longer be able or willing to participate in these groups or alliances, which could have a material adverse effect on indie’s business, financial condition and results of operations.

indie may from time to time desire to exit certain programs or businesses, or to restructure its operations, but may not be successful in doing so.

From time to time, indie may decide to divest certain businesses or restructure its operations, including through the contribution of assets to joint ventures. However, its ability to successfully exit businesses, or to close or consolidate operations, depends on a number of factors, many of which are outside of indie’s control. For example, if indie is seeking a buyer for a particular business, none may be available, or it may not be successful in negotiating satisfactory terms with prospective buyers. In addition, indie may face internal obstacles to its efforts. In some cases, particularly with respect to European operations, there may be laws or other legal impediments affecting indie’s ability to carry out such sales or restructuring.

If indie is unable to exit a business in a timely manner, or to restructure its operations in a manner it deems to be advantageous, this could have a material adverse effect on indie’s business, financial condition and results of operations. Even if a divestment is successful, indie may face indemnity and other liability claims by the acquirer or other parties.

indie’s working capital levels are difficult to manage and predict.

indie’s working capital needs are difficult to predict and may fluctuate. The comparatively long period between the time at which it commences the manufacturing process and the time at which a product may be delivered to a customer leads to high inventory and work-in-progress levels. The volatility of indie’s customers’ businesses and the time required to manufacture products also makes it difficult to manage inventory levels.

indie’s business may be adversely affected by costs relating to product defects, and indie could be faced with product liability claims.

There is a risk that defects may occur in indie’s products. indie makes highly complex integrated circuits and its customers typically integrate the semiconductors it sells into numerous automotive products, which are then sold into the marketplace. A defect in any of indie’s products could give rise to significant costs, including expenses relating to recalling the products, replacing defective items and writing down defective inventory as well as lead to the loss of potential sales.

In addition, the occurrence of such defects may give rise to product liability claims, including liability for damages caused by such defects if indie’s semiconductors or the consumer products based on them malfunction and result in personal injury or death. Such claims could result in significant costs and expenses relating to damages and attorneys’ fees. Moreover, since the cost of replacing defective semiconductor devices is often much higher than the value of the devices themselves, indie may at times face damage claims from customers that are in excess of the amounts paid to indie for products, including consequential damages. indie may be even named in product liability claims where there is no evidence that its products caused the damage in question.

Additionally, customers may recall their end products if they prove to be defective or they may make compensatory payments in accordance with industry or business practice or in order to maintain good customer relationships. If such a recall or payment is caused by a defect in one of indie’s products, customers may seek to recover all or a portion of their losses from indie. If any of these risks materialize, indie’s reputation would be harmed and there could be a material adverse effect on business, financial condition and results of operations.

indie may face significant warranty claims.

indie’s semiconductor devices are sold with warranties. The warranty for its products requires indie to repair or replace products that are deficient. As a result, indie bears the risk of warranty claims on all products it supplies, including those manufactured by third parties. There can be no assurance that indie will be successful in claiming under any warranty or indemnity provided to indie by its suppliers or vendors in the event of a successful warranty claim against it by a customer, or that any recovery from such vendor or supplier would be adequate. There is a risk that warranty claims made against indie will exceed its warranty reserve and could have a material adverse effect on its financial condition, results of operations, business and/or prospects.

indie’s business could suffer from third party manufacturing problems.

The manufacture of indie’s products, including the fabrication of semiconductor wafers, and the assembly and testing of products, involve highly complex processes. For example, minute levels of contaminants in the manufacturing environment, difficulties in the wafer fabrication process or other factors can cause a substantial portion of the components on a wafer to be nonfunctional. These problems may be difficult to detect at an early stage of the manufacturing process and often are time-consuming and expensive to correct.

From time to time, indie has experienced problems achieving acceptable yields at its third-party wafer fabrication partners, resulting in delays in the availability of components. Moreover, an increase in the rejection rate of products during the quality control process before, during or after manufacture and/or shipping of such products, results in lower yields and margins.

In addition, changes in manufacturing processes required as a result of changes in product specifications, changing customer needs and the introduction of new product lines have historically significantly reduced manufacturing yields, resulting in low or negative margins on those products. Poor manufacturing yields over a prolonged period of time could adversely affect indie’s ability to deliver products on a timely basis and harm relationships with its customers, which could materially and adversely affect its business, financial condition and results of operations.

indie relies on the timely supply of materials and could suffer if suppliers fail to meet their delivery obligations or raise prices. Certain materials needed in indie’s manufacturing operations are only available from a limited number of suppliers.

indie’s manufacturing operations depend on deliveries of materials in a timely manner and, in some cases, on a just-in-time basis. From time to time, suppliers may extend lead times, limit the amounts supplied or increase prices due to capacity constraints or other factors. Supply disruptions may also occur due to shortages in critical materials or components. Because indie’s products are complex, it is frequently difficult or impossible to substitute one type of material with another. A failure by suppliers to deliver requirements could result in disruptions to indie’s third party manufacturing operations. indie’s business, financial condition and results of operations could be harmed if it is unable to obtain adequate supplies of materials in a timely manner or if there are significant increases in the costs of materials.

Loss of key management or other highly skilled personnel, or an inability to attract such management and other personnel, could adversely affect indie’s business.

indie depends on key management to run its business and on development engineers to develop new products and technologies. The loss of any key personnel could have a material adverse effect on indie’s business. In addition, the market for qualified employees, including skilled engineers and other individuals with the required technical expertise to succeed in business, is highly competitive and an inability to attract, retain and motivate the employees required for the operation of its business could hinder indie’s ability to successfully conduct research activities or develop marketable products.

Generally, indie’s employees are not bound by obligations that require them to continue to work for any specified period and, therefore, they could terminate their employment at any time. Moreover, indie’s employees are generally not subject to non-competition agreements.

In addition, indie must attract and retain highly qualified personnel, including certain foreign nationals who are not U.S. citizens or permanent residents, many of whom are highly skilled and constitute an important part of indie’s U.S. workforce, particularly in the areas of engineering and product development. indie’s ability to hire and retain these employees and their ability to remain and work in the U.S. are impacted by laws and regulations, as well as by procedures and enforcement practices of various government agencies. Changes in immigration laws, regulations or procedures, including those that may be enacted by the current U.S. presidential administration, may adversely affect its ability to hire or retain such workers, increase operating expenses and negatively impact its ability to deliver products and services, any of which would adversely affect indie’s business, financial condition and results of operations.

The loss of one or more of indie’s executive officers or other key personnel or its inability to locate suitable or qualified replacements could be significantly detrimental to product development efforts and could have a material adverse effect on indie’s business, financial condition and results of operations.

Disruptions in indie’s relationships with any one of its key customers could adversely affect business.

A substantial portion of indie’s revenue is derived from top customers. indie cannot guarantee that it will be able to generate similar levels of revenue from its largest customers in the future. If one or more of these customers substantially reduce their purchases from indie, it could have a material adverse effect on indie’s business, financial condition and results of operations.

Significant litigation could impair indie’s reputation and cause it to incur substantial costs.

indie may be party to various lawsuits and claims arising in the ordinary course of business, including claims relating to intellectual property, customer contracts, employment matters, third-party manufacturers or subcontractors, or other aspects of its business. Litigation, regardless of outcome, could result in substantial costs, reputational harm and a diversion of management’s attention and resources. The outcome of litigation is often difficult to predict, and any litigation may have a material adverse effect on its business, financial condition, results of operations and cash flows.

indie is subject to export restrictions and laws affecting trade and investments that could materially and adversely affect its business and results of operations.

Since the beginning of 2018, there have been several instances of U.S. tariffs on Chinese goods, some of which prompted retaliatory Chinese tariffs on U.S. goods. In May 2019, the U.S. president issued an executive order that invoked national emergency economic powers to implement a framework to regulate the acquisition or transfer of information communications technology in transactions that imposed undue national security risks. These actions could lead to additional restrictions on the export of products that include or enable certain technologies, including products indie provides to China-based customers.

The institution of trade tariffs both globally and between the U.S. and China specifically carries the risk of negatively affecting China’s overall economic condition, which could have a negative impact on indie as it has significant operations in China.

Furthermore, the imposition of tariffs could cause a decrease in the sales of products to customers located in China or other customers selling to Chinese end users, which could materially and adversely affect indie’s business, financial condition and results of operations.

indie is subject to U.S. laws and regulations that could limit and restrict the export of some products and services and may restrict transactions with certain customers, business partners and other persons, including, in certain cases, dealings with or between its employees and subsidiaries. In certain circumstances, export control and economic sanctions regulations may prohibit the export of certain products, services and technologies and in other circumstances indie may be required to obtain an export license before exporting the controlled item. Compliance with these laws and regulations could materially limit operations or sales, which would materially and adversely affect indie’s business and results of operations.

In addition, U.S. laws and regulations and sanctions, or threat of sanctions, that could limit and restrict the export of some of indie’s products and services to customers, may also encourage customers to develop their own solutions to replace indie’s products, or seek to obtain a greater supply of similar or substitute products from competitors that are not subject to these restrictions, which could materially and adversely affect indie’s business, financial condition and results of operations.

indie could be subject to domestic or international changes in tax rates or the adoption of new tax legislation, or it could otherwise have exposure to additional tax liabilities, which could adversely affect results of operations or financial condition.

indie is subject to income and other taxes in both the United States and various foreign jurisdictions. Changes to sustained yield or regulations in the jurisdictions in which it operates, or in the interpretation of such laws or regulations, could, significantly increase its effective tax rate and reduce cash flow from operating activities, and otherwise have a material adverse effect on indie’s financial condition. In addition, other factors or events, including business combinations and investment transactions, changes in the valuation of deferred tax assets and liabilities, adjustments to taxes upon finalization of various tax returns or as a result of deficiencies asserted by taxing authorities, increases in expenses not deductible for tax purposes, changes in available tax credits, changes in transfer pricing methodologies, other changes in the apportionment of income and other activities among tax jurisdictions, and changes in tax rates, could also increase indie’s effective tax rate.

indie’s tax filings are subject to review or audit by the U.S. Internal Revenue Service (the “IRS”) and state, local and foreign taxing authorities. It exercises significant judgment in determining its worldwide provision for taxes and, in the ordinary course of business, there may be transactions and calculations where the proper tax treatment is uncertain. indie’s determinations are not binding on the IRS or any other taxing authorities, and accordingly the final determination in an audit or other proceeding may be materially different than the treatment reflected in its tax provisions, accruals and returns. An assessment of additional taxes because of an audit could have a material adverse effect on indie’s business, financial condition, results of operations and cash flows.

In order to comply with environmental and occupational health and safety laws and regulations, indie may need to modify its activities or incur substantial costs, and such laws and regulations, including any failure to comply with such laws and regulations, could subject indie to substantial costs, liabilities, obligations and fines, or require it to have suppliers alter their processes.

The semiconductor industry is subject to a variety of international, federal, state, local and non-U.S. laws and regulations governing pollution, environmental protection and occupational health and safety. Compliance with current or future environmental and occupational health and safety laws and regulations could restrict indie’s ability to expand its business or require it to modify processes or incur other substantial expenses which could harm business. Environmental and occupational health and safety laws and regulations have tended to become more stringent over time, causing a need to redesign technologies, imposing greater compliance costs and increasing risks and penalties associated with violations, which could seriously harm business.

Inadequate internal controls could result in inaccurate financial reporting.

If indie fails to maintain an effective system of internal controls, it may not be able to accurately report its financial results. As a result, indie’s stakeholders could lose confidence in its financial reporting, which could adversely affect results of its business and its enterprise value.

indie will need to undertake significant efforts to strengthen its processes and systems and adapt them to changes as its business evolves (including with respect to becoming part of a publicly traded company). This continuous process of maintaining and adapting indie’s internal controls is expensive and time-consuming, and requires significant management attention. indie cannot be certain that its internal control measures will, in the future, provide adequate control over its financial processes and reporting. Furthermore, as indie’s business evolves and if it expands through acquisitions of other companies or make significant investments in other companies or enters into joint development and similar arrangements, its internal controls may become more complex and it will require significantly more resources to ensure its internal controls remain effective. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm indie’s operating results or cause it to fail to meet its

addition, indie operates in certain countries in which the government may take an ownership stake in an enterprise and such government ownership may not be readily apparent (thereby increasing potential FCPA violations). Any violation of the FCPA or any similar anti-corruption law or regulation could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations in certain jurisdictions and might adversely affect indie’s business, results of operations or financial condition. In addition, indie has internal ethics policies that it requires its employees to comply with in order to ensure that its business is conducted in a manner that its management deems appropriate. If these anti-corruption laws or internal policies were to be violated, indie’s reputation and operations could also be substantially harmed.

indie’s actual operating results may differ significantly from its guidance.

From time to time, indie provides forward looking estimates regarding its future performance that represent its management’s estimates as of a point in time. These forward-looking statements are based on projections prepared by indie’s management. These projections are not prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, and neither its independent registered public accountants nor any other independent expert or outside party compiles or examines the projections and, accordingly, no such person expresses any opinion or any other form of assurance on indie’s projections.

Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond indie’s control and are based upon specific assumptions with respect to future business decisions and conditions, some of which will change. The principal reason that indie provides forward looking information is to provide a basis for its management to discuss its business outlook with stakeholders. Forward looking statements are necessarily speculative in nature, and it can be expected that some or all of the assumptions of its forward-looking statements will not materialize or will vary significantly from actual results. Accordingly, indie’s forward-looking statements are only an estimate of what management believes is realizable as of the date of release. Actual results will vary from indie’s forward-looking statements and the variations may be material. In light of the foregoing, investors are urged not to rely upon, or otherwise consider, indie’s guidance in making investment decisions.

Fluctuations in foreign exchange rates could have an adverse effect on indie’s results of operations.

indie operates in various worldwide locations and its consolidated financial results are reported in U.S. dollars. However, some of the revenue and expenses of its foreign subsidiaries are denominated in local currencies. 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. Currency fluctuations could decrease revenue and increase indie’s operating costs. Though we have exposure to fluctuations in currency exchange rates, historically, the impact has generally not been material to our consolidated results of operations or financial position.

Certain software that indie uses in its products is licensed from third parties and may not be available to indie in the future, which may delay product development and production or cause indie to incur additional expense.

Some of indie’s solutions contain software licensed from third parties, some of which may not be available to it in the future on terms that are acceptable to indie or allow indie’s products to remain competitive. The loss of these licenses or the inability to maintain any of them on commercially acceptable terms could delay development of future products or the enhancement of existing products.

indie’s worldwide operations are subject to political, economic and health risks and natural disasters, which could have a material adverse effect on business operations.

indie’s offices in California, the production facilities of third-party wafer suppliers, IC testing and manufacturing facilities, a portion of its assembly and research and development activities, and certain other critical business operations are located in or near seismically active regions and are subject to periodic earthquakes. indie does not maintain earthquake insurance and could be materially and adversely affected in the event of a major earthquake.

Much of indie’s revenue, as well as its manufacturers and assemblers, are concentrated in Asia, particularly in China. Such concentration increases the risk that natural disasters, labor strikes, terrorism, war, intensified political unrest, epidemics, and/or health advisories could damage, destroy or disrupt indie’s suppliers or contract manufacturing facilities, disrupt operations, delay new production and shipments of existing products or result in costly repairs, replacements or other costs, all of which would negatively impact indie’s business. A large natural disaster may result

in disruptions in distribution channels or supply chains and significant increases in the prices of raw materials used for manufacturing processes. Furthermore, any disaster affecting customers (or their respective customers) may significantly negatively impact the demand for indie’s products and therefore its revenue. There is increasing concern that climate change is occurring that may cause a rising number of natural disasters with potentially dramatic effects on human activity.

The COVID-19 outbreak first identified in China in December 2019 has resulted in significant disruptions in business operations and other economic activities in many parts of the country. The World Health Organization has declared the growing disease to be a global health emergency, and the U.S. government has issued travel restrictions to and from China. Any prolonged health threat from COVID-19 globally could have a material adverse impact on business operations and results of operations.

In addition, indie relies heavily on internal information and communications systems and on systems or support services from third parties to manage its operations efficiently and effectively. Any of these are subject to failure due to a natural disaster or other disruptions. System-wide or local failures that affect its information processing could have material adverse effects on business, financial condition, results of operations and cash flows.

indie qualifies as an “emerging growth company” within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make its securities less attractive to investors and may make it more difficult to compare its performance to the performance of other public companies.

indie qualifies as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, it is eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. indie will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of Common Stock that are held by non-affiliates exceeds $700.0 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of Common Stock in Thunder Bridge II’s initial public offering of units, consummated on August 13, 2019 (the “IPO”). In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as it is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. indie has elected not to opt out of such extended transition period and, therefore, it may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may find indie’s securities less attractive because it will rely on these exemptions, which may result in a less active trading market for its securities.

The unaudited pro forma financial information included herein is not indicative of what indie’s actual financial position or results of operations would have been.

The unaudited pro forma financial information included herein is presented for illustrative purposes only and is not necessarily indicative of what indie’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated.

indie’s operating results are subject to substantial quarterly and annual fluctuations.

indie’s operating results have fluctuated in the past and are likely to fluctuate in the future. These fluctuations may occur on a quarterly or annual basis and are due to a number of factors, many of which are beyond indie’s control and often difficult to predict. In addition, a significant amount of indie’s operating expenses are relatively fixed in nature. Any failure to adjust spending quickly enough to compensate for a revenue shortfall could magnify the adverse impact of such revenue shortfall on indie’s results of operations. As a result, quarter-to-quarter comparisons of indie’s revenue and operating results may not be meaningful or a reliable indicator of its future performance.

Risks Related to Thunder Bridge II

You have limited rights or interests in funds in the Trust Account. To liquidate your investment, therefore, you may be forced to sell your Public Shares or warrants, potentially at a loss.

Public Shareholders will be entitled to receive funds from the Trust Account only upon (i) such shareholder’s exercise of Redemption Rights in connection with Thunder Bridge II’s initial business combination (which will be the Business Combination should it occur) and then only in connection with those ordinary shares of Thunder Bridge II that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the Redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Memorandum and Articles of Association to (A) modify the substance or timing of Thunder Bridge II’s obligation to redeem 100% of the Public Shares if Thunder Bridge II does not complete an initial business combination by August 13, 2021 or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the Redemption of Public Shares if Thunder Bridge II is unable to complete an initial business combination by August 13, 2021, subject to applicable law and as further described herein. In addition, if Thunder Bridge II’s plan to redeem its Public Shares if it is unable to complete an initial Business Combination by August 13, 2021 is not completed for any reason, compliance with applicable law and the Memorandum and Articles of Association may require that Thunder Bridge II submit a plan of dissolution to its then-existing shareholders for approval prior to the distribution of the proceeds held in Thunder Bridge II’s Trust Account. In that case, Public Shareholders may be forced to wait beyond August 13, 2021 before they receive funds from the Trust Account. In no other circumstances will a Public Shareholder have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss.

If you or a “group” of shareholders are deemed to hold in excess of 15% of Thunder Bridge II’s Public Shares, you will lose the ability to redeem all such shares in excess of 15% of Thunder Bridge II’s Public Shares.

The Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking Redemption Rights with respect to more than an aggregate of 15% of the shares sold in Thunder Bridge II’s IPO, which is referred to as the “Excess Shares.” However, such shareholders may vote all their shares (including Excess Shares) for or against the Business Combination. Your inability to redeem the Excess Shares will reduce your influence over Thunder Bridge II’s ability to complete the Business Combination and you could suffer a material loss on your investment in Thunder Bridge II if you sell Excess Shares in open market transactions. Additionally, you will not receive Redemption distributions with respect to the Excess Shares if Thunder Bridge II completes the Business Combination. As a result, you will continue to hold that number of Public Shares exceeding 15% and, in order to dispose of such shares, would be required to sell such shares in open market transactions, potentially at a loss.

Thunder Bridge II’s shareholders may be held liable for claims by third parties against Thunder Bridge II to the extent of distributions received by them upon Redemption of their shares.

If Thunder Bridge II is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Thunder Bridge II was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by Thunder Bridge II’s shareholders. Furthermore, Thunder Bridge II’s directors may be viewed as having breached their fiduciary duties to Thunder Bridge II or Thunder Bridge II’s creditors and/or having acted in bad faith, and thereby exposing themselves and Thunder Bridge II to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. There is no assurance that claims will not be brought against Thunder Bridge II for these reasons. Thunder Bridge II and its directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of the Trust Account while Thunder Bridge II was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of approximately $18,292.68 and to imprisonment for five years in the Cayman Islands.

Although Thunder Bridge II seeks to have all vendors, service providers (other than its independent auditors), prospective target businesses or other entities with which it does business execute agreements with Thunder Bridge II waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Thunder Bridge II’s Public Shareholders, as well as distributions to Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Public Shareholders or claims challenging the enforceability of the waiver.

If third parties bring claims against Thunder Bridge II, the proceeds held in the Trust Account could be reduced and the Redemption Price received by Public Shareholders may be less than $10.00 per share.

Thunder Bridge II’s placing of funds in the Trust Account may not protect those funds from third-party claims against Thunder Bridge II. Although Thunder Bridge II seeks to have all vendors, service providers (other than its independent auditors), prospective target businesses or other entities with which it does business execute agreements with Thunder Bridge II waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Thunder Bridge II’s Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Thunder Bridge II’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Thunder Bridge II’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to Thunder Bridge II than any alternative.

Examples of possible instances where Thunder Bridge II may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Thunder Bridge II and will not seek recourse against the Trust Account for any reason. Upon Redemption of Thunder Bridge II’s Public Shares, if Thunder Bridge II is unable to complete its initial business combination within the prescribed time frame, or upon the exercise of a Redemption Right in connection with the Business Combination, Thunder Bridge II will be required to provide for payment of claims of creditors that were not waived that may be brought against Thunder Bridge II within the ten years following Redemption. Accordingly, the Redemption Price received by Public Shareholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.

Pursuant to the Insider Letter Agreement, the Sponsor has agreed that it will be liable to Thunder Bridge II if and to the extent any claims by a vendor (other than the independent auditors) for services rendered or products sold to Thunder Bridge II, or a prospective target business with which Thunder Bridge II has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Thunder Bridge II’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. Thunder Bridge II believes that the Sponsor’s only assets are securities of Thunder Bridge II, and Thunder Bridge II has neither undertaken any efforts to independently verify whether the Sponsor has sufficient funds available to satisfy its indemnification obligations, nor asked the Sponsor to reserve for such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for an initial business combination and Redemptions could be reduced to less than $10.00 per Public Share without any meaningful recourse against the Sponsor. In such event, Thunder Bridge II may not be able to complete an initial business combination, and you would receive such lesser amount per share in connection with any Redemption of your Public Shares.

None of Thunder Bridge II’s officers or directors will indemnify Thunder Bridge II for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Thunder Bridge II’s directors may decide not to enforce the indemnification obligations of the Sponsor under the Insider Letter Agreement, resulting in a reduction in the amount of funds in the Trust Account available for distribution to Thunder Bridge II’s Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share or (ii) such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Thunder Bridge II’s independent directors would determine whether to take legal action against the Sponsor to

enforce its indemnification obligations. While Thunder Bridge II currently expects that its independent directors would take legal action on behalf of Thunder Bridge II against the Sponsor to enforce their indemnification obligations to Thunder Bridge II, it is possible that Thunder Bridge II’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If Thunder Bridge II’s independent directors choose not to enforce these indemnification obligations, there may be less funds in the Trust Account available for distribution to Thunder Bridge II’s Public Shareholders.

If, after Thunder Bridge II distributes the proceeds in the Trust Account to its Public Shareholders, Thunder Bridge II files a bankruptcy petition or an involuntary bankruptcy petition is filed against Thunder Bridge II that is not dismissed, a bankruptcy court may seek to recover such proceeds and the members of the Thunder Bridge II Board may be viewed as having breached their fiduciary duties to Thunder Bridge II’s creditors, thereby exposing the members of the Thunder Bridge II Board and Thunder Bridge II to claims of punitive damages.

If, after Thunder Bridge II distributes the proceeds in the Trust Account to its Public Shareholders, Thunder Bridge II files a bankruptcy petition or an involuntary bankruptcy petition is filed against Thunder Bridge II that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Thunder Bridge II’s shareholders. In addition, the Thunder Bridge II Board may be viewed as having breached its fiduciary duty to Thunder Bridge II’s creditors and/or having acted in bad faith, thereby exposing itself and Thunder Bridge II to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect the business, investments and results of operations of Thunder Bridge II.

Thunder Bridge II is subject to laws and regulations enacted by national, regional and local governments. In particular, Thunder Bridge II is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the business, investments and results of operations of Thunder Bridge II. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on Thunder Bridge II’s business and results of operations.

The Insider Letter Agreement may be amended without shareholder approval.

The Insider Letter Agreement with Thunder Bridge II’s Sponsor, directors and officers contains provisions relating to transfer restrictions of Thunder Bridge II’s Founder Shares and Private Placement Warrants, indemnification of the Trust Account, waiver of Redemption Rights and participation in liquidation distributions from the Trust Account. The Insider Letter Agreement may be amended without shareholder approval. While Thunder Bridge II does not expect the Thunder Bridge II Board to approve any amendment to this agreement prior to the Business Combination, it may be possible that the Thunder Bridge II Board, in exercising its business judgment and subject to its fiduciary duties and any restrictions under the MTA, chooses to approve one or more amendments to such agreement. Any such amendment may have an adverse effect on the value of an investment in Thunder Bridge II’s securities.

Thunder Bridge II’s founder and chief executive officer controls a substantial interest in Thunder Bridge II and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.

Thunder Bridge II’s founder and chief executive officer controls the Sponsor and has the ability to vote the Sponsor’s Founder Shares, constituting 20% of Thunder Bridge II’s issued and outstanding ordinary shares. Control of the Founder Shares entitles the Sponsor to elect all of Thunder Bridge II’s directors prior to an initial business combination, including in the Director Election Proposal in connection with the Business Combination. Holders of Public Shares will have no right to vote on the election of directors during such time. The provisions of the Memorandum and Articles of Association that grant the holders of the Founder Shares the ability to elect directors may only be amended by a special resolution passed by at least 90% of Thunder Bridge II’s ordinary shares voting in a Shareholders Meeting. Accordingly, the Sponsor (and through his control of the Sponsor, Thunder Bridge II’s founder and chief executive officer) may exert a substantial influence on actions requiring a shareholder vote, including the matters to be considered at the Shareholders Meeting, potentially in a manner that you do not support. If Thunder Bridge II’s Sponsor, its founder and chief executive officer, and any other Thunder Bridge II directors or officers (or their affiliates) purchase any additional ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control of Thunder Bridge II. Neither Thunder

Bridge II’s Sponsor nor, to Thunder Bridge II’s knowledge, any of Thunder Bridge II’s officers or directors, have any current intention to purchase additional securities. Factors that would be considered in making such additional purchases would include consideration of the current trading price of Thunder Bridge II’s Class A ordinary shares. Thunder Bridge II will not hold an annual general meeting to elect new directors prior to the completion of the Business Combination, in which case all of the current directors will continue in office until at least the completion of the Business Combination. Accordingly, Thunder Bridge II’s Sponsor will continue to exert control at least until the completion of the Business Combination. For more information, see the risk factor entitled “— Risks Related to the Domestication and Business Combination — Some of Thunder Bridge II’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether indie is appropriate for Thunder Bridge II’s initial business combination.”

The terms of the Warrants may be amended in a manner that may be adverse to holders with the approval by the holders of at least a majority of the then outstanding Public Warrants.

The Warrants were issued pursuant to the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Thunder Bridge II. The Warrant Agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of the Public Warrants. Accordingly, the terms of the Public Warrants may be amended in a manner adverse to a holder if holders of at least a majority of the then outstanding Public Warrants approve of such amendment. Thunder Bridge II or the Company may amend the terms of the Public Warrants with the consent of at least a majority of the then outstanding Public Warrants to effect any change thereto, including to increase the exercise price of the Warrants, shorten the exercise period or decrease the number of shares of Thunder Bridge II or the Company purchasable upon exercise of a Warrant.

Thunder Bridge II’s Warrants may have an adverse effect on the market price of the Company’s Class A common stock.

Thunder Bridge II issued Public Warrants to purchase 17,250,000 ordinary shares as part of the Units offered in its IPO, and, simultaneously with the closing of the IPO, Thunder Bridge II issued in a private placement an aggregate of 8,650,000 Private Placement Warrants to the Sponsor, each exercisable to purchase one Thunder Bridge II Class A ordinary share at $11.50 per share. The Sponsor and the PIPE Investors who will receive Private Placement Warrants have waived their rights to receive the $1.50 cash payment for each of their Private Placement Warrants. Upon the Domestication, the Warrants will entitle the holders to purchase shares of Class A common stock of the Company. Such Warrants, when exercised, will increase the number of issued and outstanding shares and may reduce the market price of the Company’s Class A common stock.

Your unexpired Warrants may be redeemed prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.

Outstanding Warrants may be redeemed at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the last reported sales price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date the Company sends the notice of Redemption to the Warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its Redemption Rights if the issuance of shares of Class A common stock upon exercise of the Warrants is not exempt from registration or qualification under applicable state blue sky laws or Thunder Bridge II is unable to effect such registration or qualification, subject to the Company’s obligation in such case to use its best efforts to register or qualify the shares of Class A common stock under the blue sky laws of the state of residence in those states in which the Warrants were initially offered by Thunder Bridge II in its IPO. Redemption of the outstanding Warrants could force you (i) to exercise your Warrants and pay the exercise price at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal Redemption Price which, at the time the outstanding warrants are called for Redemption, is likely to be substantially less than the market value of your Warrants.

Thunder Bridge II’s warrants are accounted for as derivative liabilities and are recorded at fair value with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our common stock or may make it more difficult for us to consummate an initial business combination.

Thunder Bridge II has issued 17,250,000 public warrants and, simultaneously with the closing of its initial public offering, issued in a private placement, 8,650,000 private placement warrants. Thunder Bridge II is accounting for the

warrants as a warrant liability. At each reporting period (1) the accounting treatment of the warrants will be re-evaluated for proper accounting treatment as a liability or equity and (2) the fair value of the liability of the public and private warrants will be remeasured and the change in the fair value of the liability will be recorded as other income (expense) in our income statement. Changes in the inputs and assumptions for the valuation model the Company uses to determine the fair value of such liability may have a material impact on the estimated fair value of the embedded derivative liability. The share price of the Company’s common stock represents the primary underlying variable that impacts the value of the derivative instruments. Additional factors that impact the value of the derivative instruments include the volatility of the Company’s stock price, discount rates and stated interest rates. As a result, the Company’s financial statements and results of operations will fluctuate quarterly, based on various factors, such as the share price of its common stock, many of which are outside of its control. In addition, the Company may change the underlying assumptions used in its valuation model, which could in result in significant fluctuations in its results of operations. If the Company’s stock price is volatile, it expects that it will recognize non-cash gains or losses on its warrants or any other similar derivative instruments each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of the Company’s common stock.

Thunder Bridge II is an emerging growth company within the meaning of the Securities Act and Thunder Bridge II has taken advantage of certain exemptions from disclosure requirements available to emerging growth companies; this could make the Company’s securities less attractive to investors and may make it more difficult to compare the Company’s performance with other public companies.

Thunder Bridge II is (and the Company following the Business Combination will be) an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and has taken advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in Thunder Bridge II’s periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on certain executive compensation matters. As a result, Thunder Bridge II’s shareholders may not have access to certain information they may deem important. Thunder Bridge II and the Company may be an emerging growth company for up to five years from the IPO, although circumstances could cause the loss of that status earlier, including if the market value of the common stock of the Company held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case the Company would no longer be an emerging growth company as of the following December 31. Thunder Bridge II cannot predict whether investors will find its (or the Company’s) securities less attractive because Thunder Bridge II (or the Company) rely on these exemptions. If some investors find the securities less attractive as a result of reliance on these exemptions, the trading prices of the Company’s securities may be lower than they otherwise would be, there may be a less active trading market for the Company’s securities and the trading prices of the securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Thunder Bridge II has elected not to opt out of such extended transition period. Accordingly, when a standard is issued or revised and it has different application dates for public or private companies, Thunder Bridge II (or the Company following the Business Combination), as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard, unless early adoption is permitted by the standard. This may make comparison of Thunder Bridge II’s and the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for Thunder Bridge II to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that Thunder Bridge II evaluate and report on its system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2020. Following the initial Business Combination, if the Company is deemed to be a large accelerated filer or an accelerated filer, it will be required

Abstentions and Broker Non-Votes

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Shareholder Proposals.

Ownership of and Voting by Thunder Bridge II’s Sponsor, Directors and Officers

The Sponsor owns 8,625,000 Founder Shares, which are Class B ordinary shares of Thunder Bridge II. Pursuant to the Sponsor Support Agreement and the Insider Letter Agreement among Thunder Bridge II, the Sponsor and Thunder Bridge II’s directors and officers, (i) the 8,625,000 Founder Shares owned by the Sponsor and (ii) any other ordinary shares of Thunder Bridge II owned by the Sponsor or Thunder Bridge II’s officers and directors, will be voted in favor of the Merger Proposal at the Shareholders Meeting.

Revoking Your Proxy; Changing Your Vote

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify Thunder Bridge II’s secretary in writing before the Shareholders Meeting that you have revoked your proxy; or

•        you may attend the Shareholders Meeting, revoke your proxy and vote in person as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Redemption Rights

Public Shareholders may seek to have their shares redeemed by Thunder Bridge II, regardless of whether they vote for or against the Business Combination or any other Shareholder Proposals and whether they held Thunder Bridge II ordinary shares as of the Record Date or acquired them after the Record Date. Any Public Shareholder who holds ordinary shares of Thunder Bridge II on or before June 7, 2021 (two (2) business days before the Shareholders Meeting) will have the right to demand that his or her shares be redeemed for a full pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. For illustrative purposes, based on funds in the Trust Account of approximately $349.6 million on December 31, 2020 and including anticipated additional interest through the closing of the Business Combination (assuming interest accrues at recent rates and no additional tax payments are made out of the Trust Account), the estimated per share redemption price is expected to be approximately $10.13. A Public Shareholder that has properly tendered his or her shares for Redemption will be entitled to receive his or her pro rata portion of the aggregate amount then on deposit in the Trust Account in cash for such shares only if the Business Combination is completed. If the Business Combination is not completed, the Redemptions will be canceled and the tendered shares will be returned to the relevant Public Shareholders as appropriate.

Thunder Bridge II shareholders who seek to redeem their Public Shares must demand Redemption no later than 5:00 p.m., Eastern time on June 7, 2021 (two (2) business days before the Shareholders Meeting) by (A) submitting a written request to the Transfer Agent that Thunder Bridge II redeem such holder’s Public Shares for cash; (B) affirmatively certifying in such request to the Transfer Agent for Redemption if such holder is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other shareholder with respect to ordinary shares of Thunder Bridge II and (C) delivering their ordinary shares, either physically or electronically using The Depository Trust Company’s DWAC System, at the holder’s option, to the Transfer Agent prior to the Shareholders Meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered to the Transfer Agent (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.

Any demand to redeem such shares once made may be withdrawn at any time up to the vote on the Business Combination. Furthermore, if a Public Shareholder demands Redemption of such shares and subsequently decides prior to the applicable date not to elect to exercise such rights, he or she may simply request that the Transfer Agent return the shares (physically or electronically).

A Public Shareholder will be entitled to receive cash for these shares only if the shareholder properly demands Redemption as described above and the Business Combination is completed. Redemption amounts will be paid promptly after completion of the Business Combination. If a Public Shareholder properly seeks Redemption and the Business Combination is completed, Thunder Bridge II will redeem these shares for cash and the holder will no longer own these shares following the Business Combination. If the Business Combination is not completed for any reason, then the Public Shareholders who exercised their Redemption Rights will not be entitled to receive cash for their shares. In such case, Thunder Bridge II will promptly return any shares delivered by the Public Shareholders. Thunder Bridge II and indie will not complete the Business Combination if, immediately prior to the Closing and after payment of all transaction and other expenses payable by Thunder Bridge II and payments for Redemptions (but without regard to any assets or liabilities of the Target Companies), Thunder Bridge II does not have net tangible assets of at least $5,000,001. It is also a condition to indie’s obligations to complete the Merger that not less than $250 million (after expenses) remains to the Company after the Business Combination, including in the Trust Account and the PIPE Financing, and that not more than 25% of the funds in the Trust Account be paid to redeeming stockholders. However, indie may waive these conditions in whole or in part. For more information, see the section entitled “Shareholder Proposal 2: The Merger Proposal — The MTA — Closing Conditions.”

The closing price of Thunder Bridge II Class A ordinary shares on May 10, 2021 was $10.12. The cash held in the Trust Account as of December 31, 2020 was approximately $10.13 per Public Share. Prior to exercising Redemption Rights, shareholders should verify the market price of Thunder Bridge II Shares as they may receive higher proceeds from the sale of their shares in the public market than from exercising their Redemption Rights if the market price per share is higher than the Redemption price. Thunder Bridge II cannot assure its shareholders that they will be able to sell their Thunder Bridge II Shares in the open market, even if the market price per share is higher than the Redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares. A Public Shareholder who properly exercises its Redemption Rights pursuant to the procedures set forth herein will be entitled to receive a full pro rata portion of the aggregate amount then on deposit in the Trust Account, less any amounts necessary to pay Thunder Bridge II’s taxes.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of his, her, its or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking Redemption Rights with respect to 15% or more of Thunder Bridge II’s Public Shares. Accordingly, any shares held by a Public Shareholder or “group” in excess of such 15% cap will not be redeemed by Thunder Bridge II.

Pursuant to the Insider Letter Agreement, the Thunder Bridge II Sponsor, officers or directors have waived all of their Redemption Rights and will not have Redemption Rights with respect to any Thunder Bridge II Shares owned by them, directly or indirectly.

Appraisal Rights

Thunder Bridge II’s shareholders do not have appraisal rights under the Companies Act or otherwise in connection with the Merger Proposal or the other Shareholder Proposals.

Proxy Solicitation

Thunder Bridge II is soliciting proxies on behalf of the Thunder Bridge II Board. This solicitation is being made by mail but also may be made by telephone or in person. Thunder Bridge II and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Thunder Bridge II will bear all of the costs of the solicitation, which Thunder Bridge II estimates will be approximately $25,000 in the aggregate. Thunder Bridge II has engaged Morrow Sodali LLC as proxy solicitor to assist in the solicitation of proxies.

Thunder Bridge II will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Thunder Bridge II will reimburse them for their reasonable expenses.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Shareholders Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “— Revoking Your Proxy.”

Householding

The SEC has adopted a rule concerning the delivery of annual reports and proxy statements. It permits Thunder Bridge II, with your permission, to send a single notice of meeting and, to the extent requested, a single copy of this proxy statement/prospectus to any household at which two or more Thunder Bridge II shareholders reside if they appear to be members of the same family. This rule is called “householding,” and its purpose is to help reduce printing and mailing costs of proxy materials.

A number of brokerage firms have instituted householding for shares held in “street name.” If you and members of your household have multiple accounts holding ordinary shares of Thunder Bridge II, you may have received a householding notification from your broker. Please contact your broker directly if you have questions, require additional copies of this proxy statement/prospectus or wish to revoke your decision to household. These options are available to you at any time.

Who Can Answer Your Questions About Voting Your Shares?

If you are a holder of Thunder Bridge II’s ordinary shares and have any questions about how to vote or direct a vote in respect of your securities, you may call Morrow Sodali LLC, Thunder Bridge II’s proxy solicitor, at (800) 662-5200 (toll free); (203) 658-9400 (collect) or email at THBR.info@morrowsodali.com.

SHAREHOLDER PROPOSAL 1: THE DOMESTICATION PROPOSAL

Summary of the Proposal

Thunder Bridge II is proposing to change its corporate structure and domicile from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware. This change will be implemented as a legal continuation of Thunder Bridge II under the applicable laws of Cayman Islands and the State of Delaware as described under “— Manner of Effecting the Domestication and the Legal Effect of the Domestication.”

The Domestication will be effected by the filing of a Certificate of Corporate Domestication and the Certificate of Incorporation with the Delaware Secretary of State and filing an application to de-register Thunder Bridge II with the Registrar of Companies of the Cayman Islands. In connection with the Domestication, all outstanding securities of Thunder Bridge II will convert to outstanding securities of the continuing Delaware corporation. The Domestication will become effective immediately prior to the completion of the Business Combination. The proposed Certificate of Incorporation, which will become effective upon the Business Combination, is attached to this proxy statement/prospectus as Annex A.

At the effective time of the Domestication and the Business Combination, the separate existence of Thunder Bridge II will cease as a Cayman Islands exempted company and will become and continue as a Delaware corporation. The Memorandum and Articles of Association will be replaced by the Certificate of Incorporation and Bylaws and your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and, pursuant to the simultaneous Mergers, your securities in Thunder Bridge II will automatically be exchanged for securities in Surviving Pubco, you will become a stockholder of Surviving Pubco with all rights as such governed by Delaware law, and Surviving Pubco will change its name to indie Semiconductor, Inc.

Reasons for the Domestication

The Thunder Bridge II Board believes that it would be in the best interests of Thunder Bridge II, simultaneously with the completion of the Business Combination, to effect the Domestication. The primary reason for the Domestication is to enable the Company to lessen certain taxes that would be imposed on the Company if the Company were to conduct an operating business in the United States as a foreign corporation following the Business Combination.

In addition, because the Company will operate within the United States following the Business Combination, it was the view of the Thunder Bridge II Board that the Company should also be structured as a corporation organized in the United States. In addition, the Thunder Bridge II Board believes Delaware provides a recognized body of corporate law that will facilitate corporate governance by the Company’s officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and, in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. In addition, the Delaware courts have developed a considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the DGCL and establishing public policies with respect to Delaware corporations. As a result, many corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures Thunder Bridge II is proposing.

Reasons for the Name Change

The Thunder Bridge II Board believes that it would be in the best interests of Thunder Bridge II to, in connection with the Domestication and simultaneously with the Business Combination, change the corporate name of Surviving Pubco to “indie Semiconductor, Inc.” in order to more accurately reflect the business purpose and activities of the Company.

Regulatory Approvals; Third Party Consents

Thunder Bridge II is not required to make any filings or to obtain any approvals or clearances from any antitrust regulatory authorities in the United States or other countries in order to complete the Domestication; however, because the Domestication must occur simultaneously with the Mergers, it will not occur unless the Mergers can be completed, which will require the approvals as described below under the section entitled “Shareholder Proposal 2: The Merger

Proposal.” Thunder Bridge II must comply with applicable United States federal and state securities laws in connection with the Domestication, including the filing with Nasdaq of a press release disclosing the Domestication, among other things.

The Domestication will not breach any covenants or agreements binding upon Thunder Bridge II and will not be subject to any additional federal or state regulatory requirements, except compliance with the laws of the Cayman Islands and Delaware necessary to effect the Domestication.

Certificate of Incorporation and Bylaws

Commencing with the effective time of the Domestication and the Business Combination, the Certificate of Incorporation and Bylaws will govern the rights of stockholders in the Company.

A chart comparing your rights as a holder of ordinary shares of Thunder Bridge II as a Cayman Islands exempted company with your rights as a holder of the Company’s Class A common stock as a Delaware corporation can be found below in “— Comparison of Shareholder Rights under the Applicable Corporate Law Before and After the Domestication and Business Combination.”

Directors and Officers Following the Domestication and the Business Combination

The directors and the Company following the simultaneous completion of the Domestication and the Business Combination will be the nine directors approved by the Thunder Bridge II shareholders pursuant to the Director Election Proposal. The officers of the Company following the simultaneous completion of the Domestication and the Business Combination will be the officers of indie who held such positions immediately prior to the completion of the Business Combination and the Domestication. See the section entitled “Shareholder Proposal 4: The Director Election Proposal — Information about Officers, Directors and Nominees.”

Tax Consequences to Holders of Thunder Bridge II Shares Who Receive Company Common Stock as a Result of the Domestication

If the Shareholder Proposals described in this proxy statement/prospectus are approved, then holders of Thunder Bridge II Shares who do not elect to exercise their Redemption Rights will receive shares of Company common stock as a result of the Domestication. For a discussion of the material U.S. federal income tax consequences of the Domestication, see the section entitled “Shareholder Proposal 2: The Merger Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Thunder Bridge II Shareholders.”

Manner of Effecting the Domestication and the Legal Effect of the Domestication

Delaware Law

Pursuant to Section 388 of the DGCL, a non-United States entity may become domesticated as a Delaware corporation by filing with the Delaware Secretary of State a Certificate of Corporate Domestication and a Certificate of Incorporation, certifying to the matters set forth in Section 388 of the DGCL. The Domestication must be approved in the manner provided for by the instrument or other writing governing the internal affairs of the non-United States entity and the conduct of its business or by applicable non-Delaware law, as appropriate and the Certificate of Incorporation must be approved by the same authorization required to approve the Domestication.

When a non-United States entity has become domesticated as a Delaware corporation, for all purposes of Delaware law, the corporation will be deemed to be the same entity as the domesticating non-United States entity and the domestication will constitute a continuation of the existence of the domesticating non-United States entity in the form of a Delaware corporation. When any domestication will have become effective, for all purposes of Delaware laws, all of the rights, privileges and powers of the non-United States entity that has been domesticated and all property, real, personal and mixed and all debts due to such non-United States entity, as well as all other things and causes of action belonging to such non-United States entity, will remain vested in the corporation to which such non-United States entity has been domesticated (and also in the non-United States entity, if and for so long as the non-United States entity continues its existence in the foreign jurisdiction in which it was existing immediately prior to the domestication) and will be the property of such corporation (and also of the non-United States entity, if and for so long as the non-United States entity continues its existence in the foreign jurisdiction in which it was

existing immediately prior to the domestication); but all rights of creditors and all liens upon any property of such non-United States entity will be preserved unimpaired and all debts, liabilities and duties of the non-United States entity that has been domesticated will remain attached to the corporation to which such non-United States entity has been domesticated (and also to the non-United States entity, if and for so long as the non-United States entity continues its existence in the foreign jurisdiction in which it was existing immediately prior to the domestication) and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as such corporation. The rights, privileges, powers and interests in property of the non-United States entity, as well as the debts, liabilities and duties of the non-United States entity, will not be deemed, as a consequence of the domestication, to have been transferred to the corporation to which such non-United States entity has domesticated for any purpose of the laws of the State of Delaware.

Cayman Islands Law

If the Domestication Proposal is approved, Thunder Bridge II will also apply to deregister as a Cayman Islands exempted company pursuant to Section 206 of the Companies Act. Upon the deregistration, Thunder Bridge II will no longer be subject to the provisions of the Companies Act. Except as provided in the Companies Act, the deregistration will not affect the rights, powers, authorities, functions and liabilities or obligations of Thunder Bridge II or any other person.

Comparison of Shareholder Rights under Applicable Corporate Law Before and After the Domestication and Business Combination

When the Domestication is completed, the rights of stockholders will be governed by Delaware law, including the DGCL, rather than by the laws of the Cayman Islands. Certain differences exist between the DGCL and the Cayman Islands Companies Act that will alter certain of the rights of shareholders and affect the powers of the Company Board and management following the Domestication.

Shareholders should consider the following summary comparison of the laws of the Cayman Islands, on the one hand, and the DGCL, on the other. This comparison is not intended to be complete and is qualified in its entirety by reference to the DGCL and the Companies Act.

The owners of a Delaware corporation’s shares are referred to as “stockholders.” For purposes of language consistency, in certain sections of this proxy statement/prospectus, we may continue to refer to the share owners of the Company as “shareholders.”

Comparison of Shareholder Rights under the Applicable Organizational Documents Before and After the Domestication

Immediately prior to the consummation of the Business Combination, the Company will amend and restate its certificate of incorporation. Upon completion of the Business Combination, your rights as a security holder of the Company will be governed by the Company’s Certificate of Incorporation. The following table sets forth a summary of the material differences between the Company’s Certificate of Incorporation and Thunder Bridge II’s Memorandum and Articles of Association. This summary is qualified by reference to the complete text of the proposed Certificate of Incorporation, which we sometimes refer to as the “proposed charter,” a copy of which is attached to this proxy statement/prospectus as Annex A. All shareholders are encouraged to read the proposed charter in its entirety for a complete description of its terms.

Accounting Treatment of the Domestication

The Domestication is being proposed solely for the purpose of changing the legal domicile of Thunder Bridge II. There will be no accounting effect or change in the carrying amount of the assets and liabilities of Thunder Bridge II as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of Thunder Bridge II immediately following the Domestication will be the same as those immediately prior to the Domestication.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as special resolution that Thunder Bridge Acquisition II, Ltd. be de-registered in the Cayman Islands pursuant to Article 47 of the Amended and Restated Articles of Association of Thunder Bridge Acquisition II, Ltd. and be registered by way of continuation as a corporation in the State of Delaware and conditional upon, and with effect from, the registration of Thunder Bridge Acquisition II, Ltd. in the State of Delaware as a corporation, the Amended and Restated Memorandum and Articles of Association of Thunder Bridge Acquisition II, Ltd. to be amended so as to be replaced in their entirety with the certificate of incorporation attached as Annex A to this proxy statement/prospectus, with the laws of the State of Delaware, the name of the corporation be changed to ‘Indie Acquisition Company II, Corp.’”

Required Vote with Respect to the Domestication Proposal

The approval of the Domestication Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the Thunder Bridge II Shares as of the Record Date that are present and vote at the Shareholders Meeting.

The Domestication Proposal is conditioned on the approval of the Merger Proposal. Therefore, if the Merger Proposal is not approved, the Domestication Proposal will have no effect, even if approved by Thunder Bridge II’s shareholders.

Recommendation of the Thunder Bridge II Board with Respect to the Domestication Proposal

THE THUNDER BRIDGE II BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE “FOR” THE DOMESTICATION PROPOSAL.

SHAREHOLDER PROPOSAL 2: THE MERGER PROPOSAL

Thunder Bridge II is asking its shareholders to approve the MTA, the Mergers and the transactions contemplated thereby, which we refer to as the Business Combination. Shareholders should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the MTA, which is attached as Annex B to this proxy statement/prospectus and is incorporated into this proxy statement/prospectus by reference. Please see the subsection entitled “— The MTA” below, for additional information and a summary of certain terms of the MTA. You are urged to read the MTA in its entirety before voting on this proposal.

We may complete the Business Combination only if it is approved by holders of a majority of the Thunder Bridge II Shares that are present and vote at the Shareholders Meeting. If any of the Domestication Proposal, the Merger Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal, or the Nasdaq Proposal fails to receive the required Thunder Bridge II shareholder approval, the Business Combination will not be completed.

The MTA

This section describes the material provisions of the MTA, but does not purport to describe all of the terms of the MTA. The following summary is qualified in its entirety by reference to the complete text of the MTA and any amendments thereto and the related agreements. Thunder Bridge II’s shareholders, warrant holders and other interested parties are urged to read such agreement in its entirety because it is the primary legal document that governs the Business Combination. Unless otherwise defined herein, the capitalized terms used in this section “Shareholder Proposal 2: The Merger Proposal — The MTA” are defined in the MTA.

The MTA contains representations, warranties and covenants that the respective parties made to each other as of the date of the MTA or other specific dates, including, in some cases, as of the Closing of the Business Combination. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the MTA. The representations, warranties and covenants in the MTA are also modified in important part by the disclosure schedules attached thereto which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders. The disclosure schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision. We will provide additional disclosure in our public reports to the extent we become aware of the existence of any material facts that are required to be disclosed under federal securities law and that might otherwise contradict the representations and warranties contained in the MTA and will update such disclosure as required by federal securities laws.

General Description of the MTA and Post-Closing Organizational Structure

On December 14, 2020, Thunder Bridge II entered into the MTA with Surviving Pubco, the Merger Subs, indie, the ADK Blocker Group, ADK Service Provider Holdco and the indie Securityholder Representative. This proxy statement/prospectus describes the terms of the MTA.

As a result of the Domestication and the Business Combination, each issued and outstanding Class A ordinary share and Class B ordinary share of Thunder Bridge II will convert into a share of Class A common stock of the Company, and each issued and outstanding warrant to purchase Class A ordinary shares of Thunder Bridge II will be exercisable by its terms to purchase an equal number of shares of Class A common stock of the Company. Pursuant to the Amended Operating Agreement to be entered into in connection with the Closing, the Company will be appointed as the sole manager of indie, with all management rights with respect to indie.

Subject to the terms and conditions set forth in the MTA, at the Effective Time, the limited liability company interests of each indie Equity Holder will automatically convert into the right to receive (i) the Merger Consideration (as may be adjusted) consisting of either Class A common stock of the Company or the right to exchange Post-Merger indie Units into Class A common stock of the Company, and (ii) any shares of Class A common stock of the Company or Post-Merger indie Units issued pursuant to an earn-out as discussed below under the caption “— The Earn-Out.” In addition, commencing on the six month anniversary of the Closing, holders of Phantom Equity Units will be permitted to exchange their units into their portion of Merger Consideration consisting of Class A common stock of the Company, or other cash consideration, pursuant to the terms of the Phantom Equity Plan and applicable award agreements.

Each share of Class A common stock will provide the holder with the rights to vote, receive dividends, share in distributions in connection with a liquidation and other stockholder rights with respect to the Company. See the section entitled “Description of Thunder Bridge II’s and the Company’s Securities.”

Pursuant to the Exchange Agreement to be entered into at Closing, at any time after the six month anniversary of the Closing, certain holders of Post-Merger indie Units will be entitled to exchange such units for Class A common stock of the Company on a one-for-one basis (subject to customary conversion rate adjustments, including for stock splits, stock dividends and reclassifications). Based on the assumptions set forth under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages,” the total number of Post-Merger indie Units issuable to the indie Equity Holders will be 40,243,644, entitling such members collectively to exchange them for 27.2% of the Company’s Class A common stock in the aggregate. The percentage contained in the preceding sentence does not take into account (i) any warrants or options to purchase the Class A common stock that will be outstanding following the Merger; (ii) any equity awards that may be issued under the 2021 Equity Incentive Plan following the Merger, including approximately 3,013,391 shares of Class A common restricted stock units currently expected to be issued to Company’s employees and that may be issued to directors of the Company shortly after the Closing, which number of restricted shares issued represents approximately 29.1% of the total number of shares currently expected to be authorized for issuance under the 2021 Equity Incentive Plan using the assumptions described under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages” (See the section entitled “Shareholder Proposal 3: The 2021 Equity Incentive Plan Proposal” for more information); (iii) the Earn-out Shares or any adjustments to the Merger Consideration pursuant to the MTA not reflected in the assumptions described above and in the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages”; or (iv) any forfeiture of Class A common stock held by certain indie Equity Holders which are subject to forfeiture. Using the same assumptions, except instead assuming (i) the Earn-Out Shares are issued and (ii) the 3,450,000 shares of Class A common stock to be held in escrow in accordance with the Sponsor Letter Agreement are outstanding and not forfeited for failing to vest, the total number of Post-Merger indie Units issued to the indie Equity Holders will be 2.3% of the Class A common stock in the aggregate.

On May 3, 2021, Surviving Pubco, Thunder Bridge II and the indie Securityholder Representative, entered into an amendment to the MTA. The amendment reflects that the limited liability company interests of indie held by members who did not contribute their Class B Units in indie to ADK Service Provider Holdco in exchange for units of ADK Service Provider Holdco (“ADK Non-Contributing Service Providers”) have the right to elect whether they want to enter into the Exchange Agreement or to execute the Letter of Transmittal to have such limited liability company interests converted as of the Effective Time into the right to receive Class A common stock in Surviving Pubco. The amendment further provides that if the ADK Non-Contributing Service Provider fails to make the election, its limited liability company interests shall not be converted in connection with the Mergers, and shall remain issued and outstanding and subject to the Amended Operating Agreement.

Pursuant to a Tax Receivable Agreement to be entered into at the Closing, the Company will pay to certain holders of Post-Merger indie Units who exchange their units pursuant to the Exchange Agreement 85% of the tax savings that the Company realizes due to increases in the tax basis in indie’s assets as a result of the exchange of the Post-Merger indie Units for shares of Class A common stock pursuant to the Exchange Agreement and certain tax attributes of the ADK Blocker Group and tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. For more information on the Tax Receivable Agreement, please see the section entitled “— Related Agreements — Tax Receivable Agreement.”

The ADK Principal Owners will also receive one share of Class V common stock of the Company, which will have no economic rights in the Company but will entitle the holder to vote as a stockholder of the Company, with the number of votes equal to the number of Post-Merger indie Units held by such indie Equity Holder. If, at any time, a Class V Holder exchanges any Post-Merger indie Units for Class A common stock of the Company pursuant to the Exchange Agreement, an equivalent number of such holder’s shares of Class V common stock will automatically be canceled.

Immediately following the Business Combination, certain indie Equity Holders will continue to own the Post-Merger indie Units that they received in exchange for their existing membership interests in indie and will have no economic interest in the Company despite their ownership of the Class V common stock of the Company. In addition, the Company will be a holding company and its principal asset will be its membership interests of indie, directly or indirectly through one of its wholly-owned subsidiaries. As the sole manager of indie, the Company will operate and control all of the business and affairs of indie, even if the Company only has a minority economic interest

in indie after the Closing. As a result, the Company will consolidate indie in its consolidated financial statements and will report a non-controlling interest related to the Post-Merger indie Units held by the indie Equity Holders on its consolidated financial statements.

Existing Organizational Structure

The diagrams below depict simplified versions of the current organizational structures of Thunder Bridge II, Surviving Pubco and indie, respectively.

Organizational Structure Following the Business Combination

The diagram below depicts a simplified version of our organizational structure immediately following the completion of the Business Combination.

Our organizational structure following the completion of the Business Combination, as described above, is commonly referred to as an umbrella partnership-C (or Up-C) corporation structure. This organizational structure will allow certain indie Equity Holders to retain their equity ownership in indie, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Post-Merger indie Units. Those investors who, prior to the Business Combination, held Class A ordinary shares or Class B ordinary shares of Thunder Bridge II will, by contrast, hold their equity ownership in Surviving Pubco, a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes. We believe that the indie Equity Holders that retain Post-Merger indie Units will generally find it advantageous to continue to hold their equity interests in an entity that is not taxable as a corporation for U.S. federal income tax purposes. We do not believe that our Up-C corporation structure will give rise to any significant business or strategic benefit or detriment to us. See the section entitled “Risk Factors — Risks Related to the Domestication and the Business Combination” for additional information on our organizational structure, including the Tax Receivable Agreement and Exchange Agreement.

Merger Consideration

The Merger Consideration to be paid by Thunder Bridge II pursuant to the MTA will be an amount equal to $900 million, subject to adjustment as described below, paid as an aggregate 90,000,000 shares of Class A common stock of the Company or rights to receive such shares (valued at $10.00 per share) or Post-Merger indie Units (valued at $10.00 per unit) (each of which units will be exchangeable on a one-for-one basis for shares of Class A common

stock pursuant to the Exchange Agreement, subject to customary conversion rate adjustments, including common stock splits, stock dividends and reclassifications) (the “Merger Consideration”). The Merger Consideration will be reduced by any amount that the Target Companies’ indebtedness at Closing exceeds the Target Companies’ cash. Additionally, certain recipients of Post-Merger indie Units will receive an identical amount of shares of Class V common stock of the Company having no economic rights, each of which shares of Class V common stock entitles the holder thereof the right to one vote as a stockholder of the Company. After the six month anniversary of the Closing, (i) holders of Post-Merger indie Units will be permitted to exchange such units for shares of Class A common stock of the Company on a one-for-one basis pursuant to the Exchange Agreement (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications), and upon any such conversion an identical number of Class V common stock shall be automatically cancelled, and (ii) holders of Phantom Equity Units will be permitted to exchange such units for shares of Class A common stock of the Company, or other cash consideration, pursuant to the terms of the Phantom Equity Plan and applicable award agreement.

The Earn-Out

In addition to the consideration set forth above, the indie Equity Holders and holders of Phantom Equity Units (once vested) will also have a contingent earn-out right to receive the Earn-Out Shares after the Closing based on the stock price of the Company at any time prior to December 31, 2027 as set forth below:

•        If prior to December 31, 2027, the volume weighted average price of the Class A common stock is greater than or equal to $12.50 over any 20 trading days within any 30 trading day period, the indie Equity Holders will be entitled to receive 5,000,000 Earn-Out Shares; and

•        If prior to December 31, 2027, the volume weighted average price of the Class A common stock is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period, the indie Equity Holders will be entitled to receive another 5,000,000 Earn-Out Shares.

Certain indie Equity Holders who hold Post-Merger indie Units and holders of Phantom Equity Units shall receive their respective share of the Earn-Out Shares as additional Post-Merger indie Units, calculated in accordance with the MTA and subject to exchange into Class A common stock pursuant to the Exchange Agreement.

Notwithstanding the foregoing, if there is a Company Sale (as defined in the MTA) after the Closing and prior to December 31, 2027, where the implied per share consideration received by the stockholders of the Company in such sale is greater than $10.00 per share, then all of the remaining unpaid Earn-Out Shares will be deemed to be earned and paid out to the indie Equity Holders (less any Earn-Out Shares paid in satisfaction of certain transaction expenses).

Representations and Warranties

Under the MTA, each of Thunder Bridge II, Merger Sub and indie make customary representations and warranties.

The representations and warranties of indie relate to, among other things, with respect to the Target Companies:

•        due organization;

•        authorization and validity of the MTA and power and authority to enter into the MTA and to complete the transactions contemplated thereby;

•        capitalization;

•        subsidiaries;

•        no conflict and no additional governmental approvals or filings or third-party consents required;

•        financial statements, indebtedness and the absence of undisclosed liabilities;

•        the absence of a certain changes or events since December 31, 2019;

•        compliance with legal requirements;

•        possession of permits and licenses;

•        litigation;

•        material contracts;

•        intellectual property;

•        real property;

•        personal property;

•        title to and sufficiency of assets;

•        employee benefit matters;

•        environmental matters;

•        transaction with related parties;

•        insurance;

•        books and records;

•        top customers and suppliers;

•        compliance-related business practices;

•        Paycheck Protection Program loan;

•        the Investment Company Act;

•        brokers fees or agents; and

•        taxes.

The representations of Thunder Bridge II, Surviving Pubco and Merger Subs relate to the following:

•        due organization;

•        power and authority of Thunder Bridge II, Surviving Pubco and Merger Subs to enter into the MTA and to complete the transactions contemplated thereby;

•        no conflict and no additional governmental approvals or filings or third-party consents required;

•        capitalization;

•        SEC documents and financial statements, indebtedness and the absence of undisclosed liabilities;

•        the absence of a certain changes or events since formation;

•        compliance with legal requirements and permits;

•        taxes;

•        employees and benefit plans;

•        properties;

•        material contracts;

•        transactions with affiliates;

•        limited activities of Surviving Pubco and Merger Subs;

•        the Investment Company Act;

•        finders and brokers;

•        ownership of Merger Consideration;

•        compliance-related business practices;

•        insurance;

•        trust account; and

•        board approval.

The representations and warranties set forth in the MTA are made by and to indie, Thunder Bridge II, Surviving Pubco and the Merger Subs as of specific dates. The statements embodied in those representations and warranties were made for purposes of the MTA between the parties and certain of the representations are subject to specified exceptions and qualifications contained in the MTA or in information provided pursuant to certain disclosure schedules to the MTA agreed to by the parties in connection with negotiating the terms of the MTA, may or may not be accurate as of the date they were made, and do not purport to be accurate as of the date of this proxy statement/prospectus.

Material Adverse Effect

Many of the representations and warranties are qualified by materiality or Material Adverse Effect with respect to indie or Thunder Bridge II Material Adverse Effect with respect to Thunder Bridge II, Surviving Pubco and Merger Sub.

“Material Adverse Effect” as used in the MTA means any result, occurrence, fact, change, event or effect (collectively, “Events”) that, individually or in the aggregate with any other results, occurrences, facts, changes, events and/or effects, has had or would be reasonably likely to have a material adverse effect on (a) the business, assets, liabilities, results of operations or condition (financial or otherwise) of the indie and its subsidiaries, taken as a whole, or (b) the ability of indie, the indie Securityholder Representative or any indie Equity Holder to complete the transactions contemplated by the MTA or to perform their respective obligations thereunder or under the other transaction documents to which they are a party or bound, in each case with respect to clause (a) above subject to certain customary exceptions, including:

(i)     changes generally affecting generally the industries or markets in which indie and its subsidiaries operate, including changes in the financial markets, credit markets or capital markets in the United States or any other country or region);

(ii)    acts of God, or a changes in national or international political or social conditions (including international hostilities, national emergencies, war, and terrorist attacks);

(iii)   changes in GAAP;

(iv)   changes in applicable law, rules, regulations, orders, or other directives issued by any governmental authority;

(v)    indie’s failure to meet internal or external operating projections or forecasts or revenue or earnings predictions;

(vi)   the taking of any action expressly required to be taken under the MTA; and

(vii)  the public announcement or pendency of the MTA or any of the transactions contemplated thereby (including but not limited to impact on indie’s relationships with its subsidiaries with merchants or other customers, vendors, referral partners or employees, including voluntary departures of employees in anticipation of the transactions contemplated by the MTA).

The exceptions contained in items (i), (ii), (iii) or (iv) above only apply if they do not affect indie and its subsidiaries in a disproportionate manner relative to others operating in the industries or markets in which indie and its subsidiaries operate.

“Thunder Bridge II Material Adverse Effect” as used in the MTA means any Event that, individually or in the aggregate with any other results, occurrences, facts, changes, events and/or effects, has had or would be reasonably

likely to have a material adverse effect on (a) the business, assets, liabilities, results of operations or condition (financial or otherwise) of Thunder Bridge II, Surviving Pubco and their respective subsidiaries, taken as a whole, or (b) the ability of Thunder Bridge II, Surviving Pubco or Merger Sub to complete the transactions contemplated by the MTA or to perform their respective obligations thereunder or under the other transaction documents to which they are a party or bound, in each case with respect to clause (a) above subject to certain customary exceptions including:

(i)     changes generally affecting the industries or markets in which Thunder Bridge II, Surviving Pubco and their respective subsidiaries operate (including in any change in the financial markets, credit markets or capital markets in the United States or any other country or region);

(ii)    acts of God, or a changes in national or international political or social conditions (including international hostilities, national emergencies, war, and terrorist attacks);

(iii)   changes in GAAP;

(iv)   changes in applicable law, rules, regulations, orders, or other directives issued by any governmental authority;

(v)    the taking of any action expressly required by the MTA;

(vi)   the public announcement or pendency of the MTA or any of the transactions contemplated thereby; and

(vii)  the completion and effects of the Redemption.

The exceptions contained in items (i), (ii), (iii) or (iv) above, only apply if they do not affect Thunder Bridge II, Surviving Pubco and their respective subsidiaries in a disproportionate manner relative to other persons operating in the industries or markets in which they operate.

For complete definitions of “Material Adverse Effect” and “Thunder Bridge II Material Adverse Effect” please refer to the MTA, attached to this proxy statement/prospectus as Annex B.

Survival

The representations, warranties, covenants and agreements made by the parties in the MTA or in the ancillary documents do not survive beyond the Closing, except for, indemnification claims related to the Fraud Claims (as defined below), representations and warranties in the letter of transmittal to be delivered by certain the indie Equity Holders and those covenants in the MTA or ancillary documents to be performed after the Closing (or representations and warranties made after the Closing in an ancillary document), and each party waived any rights to any claims after the Closing except for such specifically excluded matters. A “Fraud Claim” refers to a claim against a person for actual intentional fraud (not constructive fraud or negligent misrepresentation) with respect to representations and warranties of indie, Thunder Bridge II, Surviving Pubco and Merger Subs in the MTA when made. For the complete definition of Fraud Claims, please refer to the MTA, attached to this proxy statement/prospectus as Annex B.

Covenants of the Parties

In General

Each party agreed in the MTA to use its reasonable best efforts to effect the Closing. The MTA also contains certain customary covenants by each of the parties during the period between the signing of the MTA and the earlier of the Closing or the termination of the MTA in accordance with its terms, including covenants relating to the conduct of the parties’ respective businesses, provision of information, notification of certain matters, obligations with respect to governmental consents (including making any filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and termination of affiliate contracts. The MTA also contains covenants that will continue after the Closing, including obligations to maintain books and records, obligations with respect to tax matters, publicity, and employee matters. Thunder Bridge II also agreed to use its reasonable best efforts to cause the shares of the Class A common stock of the Company to be approved for listing on Nasdaq as of the Closing.

Registration Statement on Form S-4; Shareholders Meeting; Approval of the Thunder Bridge II Shareholders

The MTA and the completion of the transactions contemplated thereby requires the approval of both Thunder Bridge II’s shareholders and the indie Equity Holders. In connection with the Business Combination, Thunder Bridge II has agreed to, with the assistance, cooperation and reasonable best efforts of indie, prepare and file with the SEC a registration statement on Form S-4 (as such filing is amended or supplemented, and including the proxy statement/prospectus contained therein, the “Registration Statement”) of which this proxy statement/prospectus forms a part, and to solicit Thunder Bridge II’s shareholders to approve the Shareholder Proposals set forth in the proxy statement/prospectus to be presented to them.

Thunder Bridge II has agreed, with the assistance of indie, to use its reasonable best efforts to cause the Registration Statement to “clear” comments from the SEC and become effective as promptly as reasonably practicable following the date of the MTA. The proxy statement/prospectus may also be used as an information statement by indie in connection with the consideration and vote by its members on the MTA and transactions contemplated thereby.

Directors and Officers of the Company

The Parties also agreed to take all necessary action so that the Company Board following the Closing will consist of nine individuals, five of whom are selected by indie, three of whom are selected by Thunder Bridge II, and one of whom is selected by mutual agreement of indie and Thunder Bridge II (a majority of whom will be independent directors in accordance with Nasdaq requirements). The directors are initially expected to be as listed below:

Class I

•        Sonalee Parekh

•        Ichiro Aoki

•        Jeffrey Owens

Class II

•        William Woodward

•        Karl-Thomas Neumann

•        Diane Brink

Class III

•        Donald McClymont

•        Peter Kight

•        David Aldrich

The parties also agreed to take all necessary actions so that the individuals serving as executive officers of the Company immediately after the Closing will be the same individuals (in the same offices) as those of indie immediately prior to the Closing.

For more information about the Company Board and officers following the completion of the Business Combination, please refer to the section entitled “Management of the Company Following the Business Combination.”

No Solicitation of Acquisition Proposals

During the period beginning at the signing of the MTA and ending at the earlier of (x) the Closing or (y) the Termination of the MTA (the “Interim Period”), each of the parties to the MTA agree that they will not, without prior written consent of indie and Thunder Bridge II, take any of the following actions:

•        solicit, assist, initiate or facilitate the making, submission or announcement of, or intentionally encourage, any Acquisition Proposal,

•        furnish any non-public information regarding such party or its affiliates or their respective businesses, operations, to any person or group (other than a party to the MTA) in connection with or in response to an Acquisition Proposal,

•        engage or participate in discussions or negotiations with any Person or group with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal,

•        approve, endorse or recommend in writing, or publicly propose to approve, endorse or recommend, any Acquisition Proposal,

•        negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal, or

•        release any third Person from, or waive any provision of, any confidentiality agreement to which such Party is a party.

Under the MTA, an “Acquisition Proposal” means any inquiry, proposal or offer, or indication of interest in making an offer or proposal, from any person or group at any time relating to an alternative business transaction, meaning, with respect to indie a transaction (other than the Business Combination) involving a sale of all or a material part of the Target Companies’ business or assets, or a material portion of the equity interest or profits of the Target Companies, or with respect to Thunder Bridge II and its Affiliates, a transaction concerning any business combination other than the Business Combination.

Each of indie, Thunder Bridge II and Merger Sub further agrees to notify the other parties as promptly as practical (and within 48 hours), and keep the other parties updated as to the status of, of any bona fide inquiries, proposals or requests for information or discussions regarding an Acquisition Proposal or that could reasonably be expected to result in an acquisition proposal or any request for confidential information of such party. Each of indie, Thunder Bridge II and Merger Sub also agreed to immediately terminate any solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal and will, and will direct its Representatives (as defined in the MTA) to, cease and terminate any such solicitations, discussions or negotiations.

Conduct of indie and Thunder Bridge II Pending Closing

Under the MTA, during the Interim Period, indie has agreed, except as expressly contemplated by other provisions of the MTA, required by applicable law, or unless Surviving Pubco or Thunder Bridge II otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), to, and to cause each of its subsidiaries to, conduct its business in the ordinary course and in material compliance with law and to in all material respects use commercially reasonable efforts to maintain its business and organization and existing relationships intact, including refraining from doing any of the following (subject to certain exceptions contained in the MTA and the disclosure schedules thereto):

•        change or amend any of the organizational documents of the indie or its subsidiaries;

•        issue or sell any equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities;

•        declare or pay any distribution;

•        incur, create, assume, prepay or otherwise become liable for any indebtedness (directly, contingently or otherwise) in excess of $1,000,000 in the aggregate, make a loan or advance to or investment in any third party (other than advancement of expenses to employees in the ordinary course of business), or guarantee or endorse any indebtedness, liability or obligation of any person in excess of $1,000,000 in the aggregate;

•        make a loan or advance to or investment in any third party (other than (i) loans or advances to or investments in indie or any of its subsidiaries thereof or (ii) in the ordinary course of business);

•        make or agree to make any capital expenditures other than in the ordinary course of business;

•        increase the wages, salaries or compensation of its employees other than in the ordinary course of business, consistent with past practice, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any of its employee benefit plans;

•        sell, assign, lease, sublease, exclusively license, exclusively sublicense, pledge or otherwise transfer or dispose of or grant any option or exclusive rights in, to or under, any material assets (including material intellectual property) of indie or its subsidiaries;

•        acquire any business or initiate the start-up of any new business or business line or acquire any securities or material assets in excess of consideration of $500,000 in the aggregate;

•        merge or consolidate, or agree to merge or consolidate with or into any other Person;

•        enter into or modify a material contract or permit, other than in the ordinary course of business;

•        commence a lawsuit or settle, compromise, release or waive its rights under any claim or litigation, other than routine matters;

•        enter into, amend or terminate (other than terminations in accordance with their terms) any contract with any related person;

•        adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

•        revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP;

•        make any material changes to tax elections or GAAP;

•        close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities;

•        fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;

•        accelerate the collection of any trade receivables or delay the payment of trade payables or any other liability other than in the ordinary course of business consistent with past practice.

Additionally, under the MTA, during the Interim Period, Thunder Bridge II has agreed, except as expressly contemplated by other provisions of the MTA, required by applicable law, or unless indie otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), to, and to cause Surviving Pubco and Merger Subs to, conduct their respective business in the ordinary course and in material compliance with law and to use commercially reasonable efforts to maintain their respective business and organization and existing relationships intact, including refraining from doing any of the following (subject to certain exceptions contained in the MTA and the disclosure schedules thereto):

•        amend, waive or otherwise change, in any respect, its organizational documents;

•        issue or sell any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities;

•        split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities;

•        incur, create, assume, prepay or otherwise become liable for any indebtedness (directly, contingently or otherwise) in excess of $100,000 individually or $250,000 in the aggregate, except certain expenses in connection with an extension of the period in which Thunder Bridge II may consummate a business combination;

•        make any material change to taxes;

•        amend, waive or otherwise change the trust agreement in any manner adverse to Thunder Bridge II;

•        terminate, waive or assign any material right under any material contract;

•        fail to maintain its books and records;

•        establish any subsidiary or enter into any new line of business;

•        fail to use commercially reasonable efforts to keep in force insurance policies;

•        revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required to comply with GAAP;

•        waive, release, assign, settle or compromise any claim, action or proceeding, other than as involve only the payment of monetary damages not in excess of $100,000 (individually or in the aggregate);

•        acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business;

•        make capital expenditures in excess of $100,000 individually for any project or $250,000 in the aggregate, except for certain expenses;

•        adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, other than the Business Combination;

•        voluntarily incur any liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate, except for certain expenses and pursuant to existing contracts;

•        sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights;

•        enter into any agreement, understanding or arrangement with respect to its voting securities;

•        take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents of any governmental authority to be obtained in connection with the MTA.

Additional Covenants and Agreements

indie, Thunder Bridge II, Surviving Pubco and the Merger Subs have agreed to additional covenants under the MTA and in connection with the Business Combination, including, among others:

•        Each of indie and Thunder Bridge II will allow other party reasonable access to their own assets, employees, books and records, and other reasonably requested information and books, subject to certain confidentiality restrictions;

•        During the Interim Period, giving prompt notification of any event that would reasonably be expected to cause the closing conditions to be unfulfilled or materially delayed;

•        Each party to the MTA will use reasonable best efforts to cause all of the Closing conditions to be satisfied;

•        indie and Thunder Bridge II will make all necessary filings under the HSR Act and make any other filings required under other antitrust or competition laws and cooperate in good faith with any governmental authority;

•        indie, Thunder Bridge II and the indie Securityholder Representative will enter into the paying agent and exchange agent agreements as of the Closing;

•        indie will terminate certain contracts between indie and its affiliates;

•        Thunder Bridge II will use its reasonable best efforts to cause the Company common stock following the Domestication and Business Combination (including the shares to be exchanged for Post-Merger indie Units under the Exchange Agreement) to be listed on Nasdaq;

•        Thunder Bridge II will cause the Trust Account to be disbursed concurrently with the Closing;

•        indie will not trade in any securities of Thunder Bridge II in violation of applicable law;

•        Thunder Bridge II will take the necessary steps to and will accomplish the Domestication;

•        Thunder Bridge II will adopt the 2021 Equity Incentive Plan;

•        indie shall cause each ADK Blocker, each ADK Legacy Owner and each ADK Contributing Service Provider (the “Lock-up Signatories”) to enter into a lock-up restricting trading of Company securities for a period of six months from the date of Closing;

•        The Company will preserve the historical information and books and records of indie and its subsidiaries for a period of seven years following the Closing; and

•        The parties to the MTA agree to cooperate on certain tax matters, including obtaining tax treatment for the Domestication as a reorganization and continuation under United States tax laws, and to prepare and cooperate on the filing of tax returns and in certain tax proceedings.

Closing Conditions

The obligations of the parties to complete the Closing are subject to various conditions, including the following mutual conditions of the parties unless waived:

•        the absence of any law that would prohibit the completion of the Merger or the other transactions contemplated by the MTA;

•        termination or expiration of the waiting period under the HSR Act;

•        the indie Equity Holders having approved the Merger, the MTA and the other Transaction Documents and transactions contemplated thereby in accordance with the CRULLCA and the organizational documents of indie;

•        the Thunder Bridge II shareholders having approved (i) (A) the Mergers and the issuance of stock pursuant to the MTA by a majority of the outstanding Thunder Bridge II ordinary shares as of the Record Date that are present at the Shareholders Meeting; (ii) the Domestication by a two-thirds majority of the outstanding Thunder Bridge II ordinary shares as of the Record Date that are present for and vote at the Shareholders Meeting; and (iii) the election of directors pursuant to the Director Election Proposal by a majority of the outstanding Thunder Bridge II Class B ordinary shares as of the Record Date that are present at the Shareholders Meeting;

•        the effectiveness of the registration statement (of which this proxy statement/prospectus forms a part);

•        immediately prior to the Closing, after giving effect to the completion of the Redemptions, Thunder Bridge II, without regard to any assets or liabilities of the Target Companies, having net tangible assets of at least $5,000,001; and

•        each ADK Contributing Service Provider having contributed their Class B Units in indie to ADK Service Provider Holdco in exchange for units of ADK Service Provider Holdco.

Termination

The MTA may be terminated under certain limited circumstances at any time as follows:

•        by mutual written consent of Thunder Bridge II and indie;

•        by either Thunder Bridge II or indie if the Closing has not occurred on or prior to June 30, 2021 (so long as the terminating party’s breach of the MTA or other action was not the cause of, or resulting in, the failure of the Closing to occur by such date);

•        by either Thunder Bridge II or indie if a governmental authority of competent jurisdiction has issued a final, non-appealable order, decree or ruling, or any law exists, in each case, that permanently prohibits, makes illegal, enjoins or prevents the completion of the Closing (so long as the terminating party’s breach of or failure to fulfill any representation, warranty, covenant or obligation in the MTA or other action was not the cause of, or did not result in in, such order, decree, ruling or law);

•        by either Thunder Bridge II or indie if the Shareholders Meeting has been held (including any adjournment thereof as permitted by the MTA), has concluded, the Thunder Bridge II shareholders have duly voted, and the requisite Thunder Bridge II shareholder vote has not been obtained;

•        by Thunder Bridge II (so long as Thunder Bridge II and Merger Sub are not then in material breach of the MTA) if there has been a breach by indie of any of its representations, warranties, covenants or agreements contained in the MTA, such that the related closing condition would not be met if uncured as of June 30, 2021, and such breach has not been cured or satisfied within 30 business days after indie’s receipt of written notice of such breach from Thunder Bridge II;

•        by indie (so long as indie is not then in material breach of the MTA) if there has been a breach by Thunder Bridge II or Merger Sub of any of their respective representations, warranties, covenants or agreements contained in the MTA, such that the related closing condition would not be met if uncured as of June 30, 2021, and such breach has not been cured or satisfied within 30 business days after Thunder Bridge II’s receipt of written notice of such breach from indie; or

•        by indie if (i) all of the closing conditions the required for Thunder Bridge II and Merger Sub to effect the Closing have been waived or satisfied (other than the conditions by their terms or nature are satisfied at the Closing) on the date that the Closing would have been completed, (ii) indie has irrevocably confirmed by written notice to Thunder Bridge II and Merger Sub that all conditions required for indie to complete the Closing have been satisfied or waived (other than conditions that by their terms or nature are to be satisfied at the Closing) or that it is willing to waive any such conditions and that indie is ready, willing and able to complete the Closing and (iii) Thunder Bridge II has failed to complete the Closing by the earlier of (x) 30 Business Days after the day the Closing is required to occur or (y) 5 Business Days prior to June 30, 2021.

If the MTA is terminated, all further obligations of the parties under the MTA will terminate and will be of no further force and effect (except that certain obligations related to public announcements, confidentiality, termination, waiver of claims against the trust, and certain general provisions will continue in effect), and, no party will have any further liability to any other party thereto except for liability for any Fraud Claims or willful and intentional breach of the MTA prior to such termination.

Trust Account Waiver

indie has agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in Thunder Bridge II’s Trust Account held for its Public Shareholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom) except, in each case with respect to claims that indie or its affiliates may have in the future against Thunder Bridge II’s assets or funds that are not held in the Trust Account (other than distributions to Public Shareholders) and claims against any other Person (or any affiliate thereof) that is party to an alternative business combination consummated by Thunder Bridge II.

Representatives

Donald McClymont is serving as the indie Securityholder Representative under the MTA, and in such capacity will represent the interests of the indie Equity Holders prior to and following the Closing with respect to certain matters under the MTA, including the determination of any Merger Consideration adjustments and Earn-Out Shares after the Closing.

After the Closing, a majority of the disinterested independent directors then serving on the Company Board will make any determinations or take any actions on behalf of the Company with respect to any post-Closing Merger Consideration adjustments and related escrow provisions, Fraud Claims brought against indie Equity Holders, or amendments or waivers of the MTA after the Closing.

Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the MTA (the “Related Agreements”) but does not purport to describe all of the terms thereof or include all of the additional agreements entered into or to be entered into pursuant to the MTA. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements. Stockholders and other interested parties are urged to read such Related Agreements in their entirety.

Amended Operating Agreement

Concurrently with the completion of the Merger, the existing amended and restated limited liability company agreement of indie will be further amended and restated in its entirety to become the Amended Operating Agreement.

Rights of the Units

The Post-Merger indie Units will be entitled to share in the profits and losses of indie and to receive distributions as and if declared by the managing member of indie and will have no voting rights.

Management

The Company, as the manager of indie, will have the sole vote on all matters that require a vote of members under the Amended Operating Agreement or applicable law. The business, property and affairs of indie will be managed solely by the manager.

Distributions

The Company, as managing member of indie may, in its sole discretion, authorize distributions to the indie members. All such distributions will be made pro rata in accordance with each member’s interest in indie.

The Amended Operating Agreement will provide for cash distributions, which we refer to as “tax distributions,” to the holders of Post-Merger indie Units if the Company, as the sole manager of indie, reasonably determines that a holder, by reason of holding Post-Merger indie Units, incurs an income tax liability. Generally, these tax distributions will be computed based on the Company’s estimate of the net taxable income of indie multiplied by an assumed tax rate equal to the highest effective marginal combined United States federal, state and local income tax rate prescribed for a corporate resident in California (taking into account the non-deductibility of certain expenses and the character of the Company’s income).

Upon the liquidation or winding up of indie, all net proceeds thereof will be distributed one hundred percent (100%) to the holders of Post-Merger indie Units, pro rata based on their percentage interests.

Transfer Restrictions

The Amended Operating Agreement will contain restrictions on transfers of units and will require the prior consent of the manager for such transfers, except, in each case, for (i) certain transfers to permitted transferees under certain conditions and (ii) exchanges of Post-Merger indie Units for Class A common stock pursuant to the Exchange Agreement as described below.

The Amended Operating Agreement is incorporated by reference as an exhibit to the registration statement of which this proxy statement/prospectus forms a part.

Exchange Agreement

Concurrently with the completion of the Mergers, the Company will enter into the Exchange Agreement with certain holders of Post-Merger indie Units, which will provide for the exchange of such holders’ Post-Merger indie Units into shares of Class A common stock.

Exchange Mechanics

Certain holders of Post-Merger indie Units will, from and after the six-month anniversary of the Closing, at any time and from time to time, be able to exchange all or any portion of their Post-Merger indie Units for shares of Class A common stock by delivering a written notice to both indie and the Company by surrendering such Post-Merger indie Units to the Company; provided, that the Company may, at its sole and absolute discretion, in lieu of delivering shares of Class A common stock for any Post-Merger indie Units surrendered for exchange, pay an amount in cash per Post-Merger indie Unit equal to the volume weighted average price of the Class A common stock on the date of the receipt of the written notice of the exchange.

Exchange Ratio

The initial exchange ratio will be one Post-Merger indie Unit for one share of Class A common stock. The exchange ratio will be adjusted for any subdivision (split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the Post-Merger indie Units that is not accompanied by an identical subdivision or combination of the Class A common stock or, by any such subdivision or combination of the Class A common stock that is not accompanied by an identical subdivision or combination of the Post-Merger indie Units. If the Class A common stock is converted or changed into another security, securities or other property, on any subsequent exchange an exchanging Post-Merger indie Unitholder will be entitled to receive such security, securities or other property. The exchange ratio will also adjust in certain circumstances when the Company acquires Post-Merger indie Units other than through an exchange for its shares of Class A common stock.

Restrictions on Exchange

The Company may refuse to effect an exchange if the Company determines that an exchange would violate applicable law (including securities laws). The Company may also limit the rights of holders of Post-Merger indie Units to exchange their Post-Merger indie Units under the Exchange Agreement if the Company determines in good faith that such restrictions are necessary so that indie will not be treated as a “publicly traded partnership” under applicable tax laws and regulations.

Expenses

indie and each holder of Post-Merger indie Units will bear its own expense regarding the exchange except that indie will be responsible for transfer taxes, stamp taxes and similar duties (unless the holder has requested the shares of Class A common stock to be issued in the name of another holder).

The form of Exchange Agreement is attached to this proxy statement/prospectus as Annex D and is incorporated by reference as an exhibit to the registration statement of which this proxy statement/prospectus forms a part. The form-of Exchange Agreement is subject to amendment by indie prior to the Closing to decrease the frequency of exchanges, increase minimum required amounts for exchanges and to make other changes for the benefit of the Company.

Tax Receivable Agreement

Concurrently with the completion of the Business Combination and as a condition precedent for the Closing, the Company will enter into the Tax Receivable Agreement with certain indie Equity Holders.

Holders of Post-Merger indie Units that are party to the Exchange Agreement (other than the Company) may, subject to certain conditions, from and after the six-month anniversary of the date of the completion of the Business

Combination, exchange their Post-Merger indie Units for shares of Class A common stock of the Company on a one-for-one basis, subject to the terms of the Exchange Agreement, including in certain cases, adjustments as set forth therein. indie intends to have in effect an election under Section 754 of the Code for each taxable year in which an exchange of Post-Merger indie Units for shares of Class A common stock occurs, which is expected to result in increases to the tax basis of the assets of indie at the time of an exchange of Post-Merger indie Units. The exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of indie. These increases in tax basis may reduce the amount of tax that the Company would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

The Tax Receivable Agreement provides for the payment by the Company to exchanging holders of Post-Merger indie Units of 85% of the tax benefits, if any, that the Company realizes (or in certain cases is deemed to realize) as a result of these increases in tax basis and certain tax attributes of the ADK Blocker Group and tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. This payment obligation is an obligation of the Company and not of indie. For purposes of the Tax Receivable Agreement, the cash tax savings in income tax will be computed by comparing the actual income tax liability of the Company (calculated with certain assumptions) to the amount of such taxes that the Company would have been required to pay had there been no increase (or decrease) to the tax basis of the assets of indie as a result of the exchanges and had the Company not entered into the Tax Receivable Agreement. Such increase or decrease will be calculated under the Tax Receivable Agreement without regard to any transfers of Post-Merger indie Units or distributions with respect to Post-Merger indie Units before the exchange under the Exchange Agreement.

The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless the Company exercises its right to terminate the Tax Receivable Agreement for an amount representing the present value of anticipated future tax benefits of the Tax Receivable Agreement is otherwise accelerated (as described in more detail below). Estimating the amount of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The actual increase in tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including:

•        the timing of exchanges — for instance, the increase in any tax deductions will vary depending on the fair market value, which may fluctuate over time, of the depreciable or amortizable assets of indie at the time of each exchange;

•        the price of shares of the Company’s Class A common stock at the time of each exchange — the increase in any tax deductions, as well as the tax basis increase in other assets of indie, is directly proportional to the price of shares of the Company’s Class A common stock at the time of each exchange;

•        the extent to which such exchanges are taxable — if an exchange is not taxable for any reason, increased deductions will not be available; and

•        the amount and timing of our income — the Company will be required to pay 85% of tax benefits as and when realized, under the terms of the Tax Receivable Agreement. Except as discussed below with respect to a material breach of a material obligation under the Tax Receivable Agreement, a change of control, or other circumstances requiring an early termination of the tax receivable agreement, if the Company does not have taxable income, it generally will not be required to make payments under the Tax Receivable Agreement for that taxable year because no tax benefits will have actually been realized. However, any tax benefits that do not result in realized benefits in a given tax year will likely generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in payments under the tax receivables agreement.

We anticipate that we will account for the effects of these increases in tax basis and associated payments under the Tax Receivable Agreement arising from future exchanges as follows:

•        we will record an increase in deferred tax assets for the estimated income tax effects of the increases in tax basis based on enacted federal and state tax rates at the date of the exchange;

•        to the extent we estimate that we will not realize the full benefit represented by the deferred tax asset, based on an analysis that will consider, among other things, our expectation of future earnings, we will reduce the deferred tax asset with a valuation allowance;

•        we will record the estimated realizable tax benefit (which is the recorded deferred tax asset less any recorded valuation allowance) as an increase to the liability due under the Tax Receivable Agreement; and

•        all of the effects of changes in any of our estimates after the date of the exchange will be included in net income. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income.

The Company expects that, as a result of the size of the increases in the tax basis of the tangible and intangible assets of indie, the payments that we may make under the Tax Receivable Agreement will be substantial. There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the Tax Receivable Agreement exceed the actual cash tax savings that the Company realizes in respect of the tax attributes subject to the Tax Receivable Agreement and/or distributions to the Company by indie are not sufficient to permit the Company to make payments under the Tax Receivable Agreement after it has paid taxes. Late payments under the Tax Receivable Agreement generally will accrue interest at an uncapped rate equal to LIBOR plus 500 basis points. The payments under the Tax Receivable Agreement are not conditioned upon continued ownership of us by holders of Post-Merger indie Units. The rights of each party under the Tax Receivable Agreement other than the Company are assignable.

In addition, the Tax Receivable Agreement provides that, if we materially breach any of our obligations under the Tax Receivable Agreement of if certain mergers, asset sales, other forms of business combination, or other changes of control were to occur, the Company’s (or its successor’s) obligations with respect to exchanged or acquired Post-Merger indie Units (whether exchanged or acquired before or after such transaction) would be based on certain assumptions, including the Company would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the Tax Receivable Agreement.

Furthermore, the Company may elect to terminate the Tax Receivable Agreement early by making an immediate payment equal to the present value of the anticipated future cash tax savings. In determining such anticipated future cash tax savings, the Tax Receivable Agreement includes several assumptions, including (i) that any Post-Merger indie Units that have not been exchanged are deemed exchanged for the market value of the shares of Class A common stock at the time of termination, (ii) the Company will have sufficient taxable income in each future taxable year to fully realize all potential tax savings, (iii) the tax rates for future years will be those specified in the law as in effect at the time of termination and (iv) certain non-amortizable assets are deemed disposed of within specified time periods. In addition, the present value of such anticipated future cash tax savings are discounted at a rate equal to LIBOR plus 100 basis points. If the Company were to elect to terminate the Tax Receivable Agreement immediately after the Business Combination, Thunder Bridge II currently estimates that it would be required to pay approximately $97 million to satisfy its total Tax Receivable Agreement liability.

As a result of the change of control provisions and the early termination right, the Company could be required to make payments under the Tax Receivable Agreement that are greater than or less than the actual cash tax savings that the Company realizes in respect of the tax attributes subject to the Tax Receivable Agreement. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity.

Decisions made by the Company in the course of running the business may influence the timing and amount of payments that are received by an exchanging or selling existing owner under the Tax Receivable Agreement. For example, the earlier disposition of assets following an exchange or acquisition transaction generally will accelerate payments under the Tax Receivable Agreement and increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction will increase an existing owner’s tax liability without giving rise to any rights of an existing owner to receive payments under the Tax Receivable Agreement.

Payments under the Tax Receivable Agreement are based on the tax reporting positions that we will determine. The Company will not be reimbursed for any payments previously made under the Tax Receivable Agreement if a tax item is successfully challenged by the IRS. As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement in excess of the Company’s cash tax savings.

The form of Tax Receivable Agreement is attached to this proxy statement/prospectus as Annex E and is incorporated by reference as an exhibit to the registration statement of which this proxy statement/prospectus forms a part.

Support Agreements

Simultaneously with the execution of the MTA, each of the Sponsor, officers and directors of indie, and certain indie Equity Holders entered into support agreements (collectively, the “Support Agreements”) in favor of Thunder Bridge II and indie and their present and future successors and subsidiaries (collectively, the “Covered Parties”).

Voting and Lockup

In the Support Agreements executed by the officers and directors of indie and the certain indie Equity Holders, they each agreed to vote all of their indie membership interests in favor of the MTA and related transactions. They also agreed to take certain other actions in support of the MTA and related transactions. The Support Agreements also prevent them from transferring their voting rights with respect to their indie membership interests or otherwise transferring their indie membership interests prior to the meeting of the indie Equity Holders to approve the MTA and related transactions, except for certain permitted transfers.

In the Sponsor Support Agreement, the Sponsor agreed to vote all of its Thunder Bridge II ordinary shares in favor of the MTA and related transactions. It also agreed to take certain other actions in support of the MTA and related transactions. The Sponsor Support Agreement also prevent the Sponsor from transferring its voting rights with respect to its Thunder Bridge II equity interests or otherwise transferring its Thunder Bridge II equity interests prior to the Shareholder Meeting to approve the MTA and related transactions, except for certain permitted transfers.

The Support Agreements are included as exhibits to the registration statement of which this proxy statement/prospectus forms a part.

Sponsor Letter Agreement

Simultaneously with the execution of the MTA, the Sponsor entered into a letter agreement with Thunder Bridge II and indie (the “Sponsor Letter Agreement”), pursuant to which the Sponsor agreed at the Closing to deposit with Continental Stock Transfer and Trust, as escrow agent (the “Sponsor Escrow Agent”), 3,450,000 of the shares of Class A common stock of the Company to be received for its Class B ordinary shares of Thunder Bridge II in the Domestication and Business Combination to be held in escrow by the Escrow Agent (the “Escrow Shares”), along with any earnings or proceeds thereon. At any time subsequent to the Closing, the Sponsor may liquidate pursuant to its organizational documents and the DLLCA and distribute the rights to the Escrow Shares among its members in accordance with its operating agreement, subject to the escrow. Following this dissolution, Mr. Simanson will have the authority to act on behalf of the Sponsor’s members, subject to an escrow agreement, in releasing from escrow or otherwise disposing of the Escrow Shares. While the Escrow Shares are held in escrow, the Sponsor’s members will have full ownership rights to the Escrow Shares, including voting rights, but any earnings or proceeds from the Escrow Shares will be retained in the escrow account, and neither the Sponsor’s members nor Mr. Simanson following the Sponsor dissolution will have the right to transfer the Escrow Shares.

Release Escrow Shares

Fifty percent of the Escrow Shares will be released from escrow to the Sponsor (along with any related earnings and proceeds) if at any time prior to December 31, 2027 the closing price of shares of Class A common stock (or any successor equity security) on the principal exchange on which such securities are then listed or quoted will have been at or above $12.50 for 20 trading days over a 30 trading day period (subject to equitable adjustment for stock splits, stock dividends, reorganizations or extra ordinary dividends), and 100% of the remaining Escrow Shares will vest and be released from escrow to the Sponsor (along with any related earnings and proceeds) if at any time prior to December 31, 2027 the closing price of shares of Class A common stock (or any successor equity security) on the

principal exchange on which such securities are then listed or quoted will have been at or above $15.00 for 20 trading days over a 30 trading day period (subject to equitable adjustment for stock splits, stock dividends, reorganizations or extra ordinary dividends).

Additionally, all of the Escrow Shares will vest and be released from escrow to the Sponsor (along with any related earnings and proceeds) if prior to December 31, 2027, (i) the Company engages in a going private transaction or otherwise ceases to be subject to reporting obligations under Sections 13 or 15(d) of the Exchange Act, (ii) shares of Class A common stock or successor securities cease to be listed on a national securities exchange other than due to a violation of (x) minimum exchange listing requirements (including minimum round lot holder requirements), unless such failure is caused by an action or omission of the Company with the primary intent to cause, or that would reasonably be expected to cause, the delisting or (y) a minimum price per share requirement or (iii) there is a change of control of the Company.

In the event that the Escrow Shares (and related escrow property) are not released from escrow prior to December 31, 2027, they will be forfeited to the Company and cancelled.

Subscription Agreements;

On December 14, 2020, Thunder Bridge II entered into the Subscription Agreements with the investors named therein (the “PIPE Investors”), pursuant to which Thunder Bridge II agreed to issue and sell to the PIPE Investors an aggregate of 15,000,000 of Thunder Bridge II Class A ordinary shares, at a price of $10.00 per Class A ordinary share, simultaneously with or immediately prior to the Closing (the “PIPE Financing”). The PIPE Financing is conditioned on the Closing being scheduled to occur concurrently with or immediately following the closing of the PIPE Financing and other customary closing conditions. The proceeds from the PIPE Financing will be used to fund a portion of other payments required in connection with the Business Combination. Excess proceeds will be paid by Thunder Bridge II to indie pursuant to the MTA and will be available for corporate purposes including funding future acquisitions.

Pursuant to the Subscription Agreements, Thunder Bridge II agreed that, within 30 calendar days after the Closing, the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the PIPE Shares, and the Company shall use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 90th calendar day (or 120th calendar day if the SEC notifies the Company that it will “review” the registration statement) following the Closing and (ii) the fifth business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review.

Letter of Transmittal

At the Closing, each indie Equity Holder will provide the Company with a completed and duly executed Letter of Transmittal, in substantially the form attached to the MTA (each, a “Letter of Transmittal”), with respect to their indie membership interests. In the Letter of Transmittal, each such holder makes customary representations and warranties, surrenders its indie membership interests, appoints the indie Securityholder Representative to act on its behalf in accordance with the terms of the MTA, and provides a release of persons other than Thunder Bridge II and indie in connection with the MTA and ancillary documents except for Fraud Claims and those covenants in the MTA or ancillary documents to be performed after the Closing (or representations and warranties made after the Closing in an ancillary document).

Interests of Thunder Bridge II’s Directors and Officers and Others in the Business Combination

When you consider the recommendation of the Thunder Bridge II Board in favor of approval of the Merger Proposal, you should keep in mind that an argument could be made that Thunder Bridge II’s directors and officers, have interests in such proposal that are different from, or in addition to, those of Thunder Bridge II shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

•        If Thunder Bridge II does not complete a business combination transaction by August 13, 2021 (unless Thunder Bridge II submits and its shareholders approve an extension of such date), Thunder Bridge II will cease all operations except for the purpose of winding up, redeeming all of the outstanding Public Shares for cash and, subject to the approval of the Thunder Bridge II Board and Thunder Bridge II’s remaining shareholders, dissolving and liquidating, subject in each case to its obligations under the Companies Act to provide for claims of creditors and the requirements of other applicable law. In such event, the 8,625,000 Founder Shares owned by the Sponsor would be worthless because, following the Redemption of the Public Shares, Thunder Bridge II would likely have few, if any, net assets and because the Sponsor and Thunder Bridge II’s directors and officers have agreed, in the Insider Letter Agreement, to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if Thunder Bridge II fails to complete a Business Combination within the required period. The Sponsor purchased the Founder Shares prior to Thunder Bridge II’s IPO for an aggregate purchase price of $25,000, or approximately $0.003 per share. Such Founder Shares had an aggregate market value of $87.3 million based upon the closing price of $10.12 per share on Nasdaq on May 10, 2021, the most recent closing price.

•        In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to Thunder Bridge II if and to the extent any claims by a vendor for services rendered or products sold to Thunder Bridge II, or a prospective target business with which Thunder Bridge II has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below (i) $10.00 per public share (or such higher amount then held in trust) or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Thunder Bridge II’s indemnity of the underwriters of Thunder Bridge II’s IPO against certain liabilities, including liabilities under the Securities Act.

•        Following completion of the Business Combination, the Sponsor, Thunder Bridge II’s officers and directors and their respective affiliates would be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and completing an initial Business Combination, and repayment of any other loans, if any, and on such terms as to be determined by Thunder Bridge II from time to time, made by the Sponsor or certain of Thunder Bridge II’s officers and directors to finance transaction costs in connection with an intended initial business combination. If Thunder Bridge II fails to complete a Business Combination within the required period, the Sponsor and Thunder Bridge II’s officers and directors and their respective affiliates will not have any claim against the Trust Account for reimbursement.

•        In connection with the MTA, the Sponsor entered into the Sponsor Letter Agreement, pursuant to which the Sponsor agreed to subject 3,450,000 of its Founder Shares to vesting and forfeiture if certain stock price performance thresholds of the Company are not achieved by December 31, 2027, subject to vesting and release upon certain other specified events. For more information, please see the section entitled “— Related Agreements — Sponsor Letter Agreement.”

Exchange Listing

Thunder Bridge II’s units (each consisting of one Class A ordinary share and one warrant), Class A ordinary shares and warrants (each to purchase one Class A ordinary share) are currently traded on Nasdaq under the symbols “THBRU,” “THBR” and “THBRW.” At the closing of the Business Combination, Thunder Bridge II’s units will separate into their component shares of the Company’s Class A common stock and warrants so that the units will no longer trade separately under “THBRU,” Thunder Bridge II has applied for the continued listing of the Company’s Class A common stock and warrants on Nasdaq under the ticker symbols “INDI” and “INDIW,” respectively.

Background of the Business Combination

Thunder Bridge II is a blank check company incorporated on February 13, 2019, as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Prior to the consummation of the IPO on August 13, 2019, neither Thunder Bridge II, nor anyone on its behalf, had contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with Thunder Bridge II.

The following chronology summarizes the key meetings and events that led to the signing of the MTA. The following chronology does not purport to catalogue every conversation among representatives of Thunder Bridge II, indie and other parties.

After the IPO, Thunder Bridge II’s officers and directors commenced an active search for prospective businesses and assets to acquire. In connection with the evaluating potential business combinations, members of Thunder Bridge II management contacted and were contacted by, a number of individuals, entities, investment banks and private equity funds with respect to potential business combination opportunities.

Between August 13, 2019 and the date Thunder Bridge entered into a term sheet with indie, representatives of Thunder Bridge II considered over 100 potential acquisition targets in a wide variety of industries and sectors, including payments, software, fintech, automotive, supply chain, billing services, lending and leasing, and executed non-disclosure agreements (“NDAs”) with approximately 22 companies (including indie). Thunder Bridge II conducted additional due diligence and/or held detailed discussions with the management teams and delivered six term sheets or indications of interest with potential acquisition targets other than indie. Compared to indie, Thunder Bridge II did not consider the other alternative acquisition targets that it evaluated to be as compelling when taking into consideration their respective business prospects, strategy, management teams, structure, growth potential, likelihood of execution and valuation considerations.

On February 11, 2020, May 12, 2020 and August 12, 2020, Mr. Simanson and/or Mr. Kight gave the Thunder Bridge II Board general updates on business combination discussions during the quarterly meetings of the Thunder Bridge II Board.

On September 21, 2020, representatives of Deutsche Bank Securities Inc. (“Deutsche Bank”) had a telephonic meeting with Mr. Simanson regarding a potential business combination with an Autotech semiconductor company, which would later be revealed to be indie. Mr. Simanson and Mr. Kight discussed the opportunity via email and agreed to explore the opportunity further. Thunder Bridge II executed and delivered an NDA on September 23, 2020.

On September 24, 2020, Mr. Simanson and Mr. Kight had a telephonic meeting with indie’s management, including Mr. Donald McClymont, Chairman and CEO, and Mr. Thomas Schiller, CFO and Executive Vice President of Strategy. At the meeting, indie presented a detailed presentation pitch deck describing indie’s market opportunity, design win pipeline and financial outlook. After the call, Mr. Simanson and Mr. Kight decided to continue to pursue the indie opportunity in addition to continuing to look at other ongoing and potential opportunities.

On September 25, 2020, Mr. Simanson had a telephonic meeting with representatives of Deutsche Bank, where Mr. Simanson expressed an interest in pursuing discussions with indie.

Between September 25, 2020 and November 2020, representatives of Thunder Bridge II and indie continued discussions regarding the merits of a potential business combination and possible terms.

On September 25, 2020, Thunder Bridge II reached out to Morgan Stanley & Co. LLC (“Morgan Stanley”), who had a relationship with Thunder Bridge II due to its role as an underwriter in Thunder Bridge II’s IPO.

On September 28, 2020, representatives of Deutsche Bank had a telephonic meeting with Mr. Simanson to discuss in more detail a potential business combination with indie.

On September 28, 2020, and September 29, 2020, representatives of Deutsche Bank and Morgan Stanley had multiple telephonic meetings with Thunder Bridge II to discuss the current and prospective financials of indie and to discuss valuation, structure and other aspects of a potential business combination with indie.

On October 1, 2020, Mr. Simanson provided to the management of indie and its representatives a nonbinding term sheet for a proposed business combination involving Thunder Bridge II and indie, and Mr. Simanson had a telephonic conversation with the management of indie and its representatives about the term sheet.

On October 6, 2020, representatives of Thunder Bridge II and Morgan Stanley had a call with representatives of Deutsche Bank to discuss general terms of a potential transaction between Thunder Bridge II and indie.

On October 6, 2020, indie held a telephonic board meeting to review various merger proposals. On October 10, 2020, the indie board reconvened telephonically to discuss the latest Thunder Bridge II offer and on October 12, 2020, indie secured unanimous board approval to execute the updated term sheet and directed the management of indie to work towards negotiating a definitive agreement with Thunder Bridge II.

On October 8, 2020, representatives of Thunder Bridge II and Morgan Stanley had a call to discuss potential board nominees in the event of a business combination with indie. No specific nominees were identified.

On October 8, 2020, Mr. Kight met in person throughout the day with Mr. McClymont and Mr. Schiller, for a detailed discussion of indie’s history, indie’s current and prospective business activities, indie’s facilities, indie’s current and prospective financial results, and indie’s strengths and weaknesses as a company.

On October 8, 2020 Mr. Kight also met in person with Mr. McClymont, Mr. Schiller, Mr. William Woodward, a board member and an equityholder of indie, and Mr. Peter MacDonald, a board member and an equityholder of indie. At that meeting, Mr. Kight discussed the benefits of a potential business combination between Thunder Bridge II and indie as well as proposed financial and other terms of the proposed business combination between Thunder Bridge II and indie.

On October 9, 2020, representatives of Morgan Stanley provided an email introduction to Hassane El-Khoury, former CEO of Cypress Semiconductor. In the subsequent week, Mr. El-Khoury agreed to serve as advisor and assist with due diligence and evaluation of the indie opportunity.

Between September 29, 2020 and October 12, 2020, Mr. Kight and Mr. McClymont had a series of telephonic meetings in which they negotiated the potential financial and other terms of the nonbinding term sheet, and reached agreement of the financial and other terms of the business combination. During this period, through a series of conference calls between Mr. Simanson and representatives of Morgan Stanley and Deutsche Bank, the parties negotiated various business terms, including various provisions relating to the merger consideration to be delivered to the indie Equity Holders, terms of the Earn-Out, composition of the board of directors of the surviving public company, and conditions to closing, among others, with each party sharing further revisions to the proposed nonbinding term sheet, and entering to agreement on the term sheet.

Mr. Kight and Mr. McClymont had a series of telephonic meetings during each week thereafter in October 2020 and in November 2020, to discuss various aspects of the proposed business combination.

On October 12, 2020, indie and Thunder Bridge II executed the non-binding term sheet for a proposed business combination between the parties.

On October 12, 2020, Thunder Bridge II instructed its representatives to begin due diligence with respect to indie. Thunder Bridge II engaged the following third party advisors in connection with its due diligence investigation of indie: Nelson Mullins Riley & Scarborough LLP (“Nelson Mullins”) (legal due diligence), Ellenoff Grossman & Schole LLP (“EGS”) (legal due diligence), Grant Thornton LLP (“GT”) (tax and financial due diligence), and Littler Mendelson P.C. (employment due diligence).

Following execution of the term sheet on October 12, 2020, Thunder Bridge II proceeded with its efforts to obtaining financing for the proposed business combination. As part of those efforts, beginning on October 30, 2020 and, Mr. Simanson held numerous calls with representatives of Morgan Stanley and Deutsche Bank regarding potential PIPE financing options and developments.

On October 13, 2020, Deutsche Bank, financial advisor to indie, provided Thunder Bridge II’s third party diligence vendors access to indie’s virtual data room. During the period from October 13, 2020 to December 1, 2020, indie and its representatives uploaded documents and materials to the data room and responded to diligence requests of the third party vendors. From October 13, 2020 through the date of this proxy statement/prospectus, Thunder Bridge II’s representatives conducted extensive due diligence with respect to indie.

Between October 13, 2020 to December 14, 2020, representatives of Thunder Bridge II and indie and their respective legal counsel and financial advisors held numerous conference calls to conduct due diligence, discuss tax structure, and negotiate the terms of the MTA and the Ancillary Documents, and corresponded and held telephonic conferences regarding the MTA and this proxy statement/prospectus.

Between October 13, 2020 and December 9, 2020, representatives of Grant Thornton and Mr. Houlihan had multiple discussions with representatives of KPMG, Mr. Schiller, and Mr. Raja Bal, indie’s Senior Vice President of Finance and Corporate Controller, as well as other advisors regarding the financial statements of indie, accounting policies, financial reporting, systems, controls, adequacy of staffing and other matters.

On October 20, 2020, Mr. Simanson met with indie’s senior management team telephonically to discuss indie’s management team, products, operations, technology, financial prospects and strategy.

Also as part of the continuing negotiations between Thunder Bridge II and indie, on November 4, 2020, Nelson Mullins sent a draft definitive merger agreement to Loeb & Loeb LLP (“Loeb”), counsel to indie, for the proposed transaction in order to incorporate the terms of the executed term sheet into the merger agreement. On November 9, 2020, Nelson Mullins sent a second draft merger agreement to Loeb to address changes to the proposed transaction tax structure. On November 16, 2020, Loeb sent its response to the draft definitive merger agreement, now called the Master Transactions Agreement. Numerous discussions among the parties and their legal counsel followed, with Nelson Mullins and Loeb exchanging numerous drafts during the period from November 4, 2020 to December 13, 2020.

During the three weeks after November 9, 2020, Mr. Simanson had multiple due diligence calls with customers of indie.

Nelson Mullins sent an initial draft of the Tax Receivables Agreement, Exchange Agreement, and Sponsor Earnout Letter to Loeb on November 10, 2020. During the period from November 10, 2020 through December 13, 2020, Nelson Mullins and Loeb negotiated the terms of those agreements and the various other Ancillary Agreements referred to in the MTA.

On November 10, 2020, the Thunder Bridge II Board held a telephonic meeting to discuss the proposed business combination with indie, including the business activities of indie, the potential risks, current and future market conditions, indie’s past and projected financial results, expected value of indie, expected timing and status, management of indie other aspects of indie and the transaction, and the financial, legal, accounting and other advisors engaged to assist in the evaluation of indie. Mr. Simanson gave a detailed verbal report but did not provide any written materials to the Thunder Bridge II Board. The Thunder Bridge II Board authorized Mr. Simanson and Mr. Kight to continue discussions and report back to the board on any material developments.

On November 13, 2020, Thunder Bridge II engaged Morgan Stanley to provide financial advice and assistance to Thunder Bridge II in connection with the proposed business combination given Morgan Stanley’s knowledge of Thunder Bridge II due to its role as an underwriter in Thunder Bridge II’s IPO. On the same date, Thunder Bridge II also engaged Morgan Stanley to act as co-placement agent for the PIPE Financing.

On November 16, 2020, Nelson Mullins delivered a preliminary legal due diligence report to members of Thunder Bridge II management.

Between November 15, 2020 and December 7, 2020, representatives of Morgan Stanley and Deutsche Bank facilitated numerous meetings between the members of the management teams of indie, including Mr. McClymont and Mr. Schiller, and Thunder Bridge II and prospective investment funds and asset managers for investor education purposes with respect to the indie business and the Business Combination and for discussions relating to the PIPE Financing.

Between November 2020 and December 14, 2020, Morgan Stanley and Deutsche Bank discussed the terms of a proposed PIPE in Thunder Bridge II with various investors.

On December 9, 2020 Nelson Mullins delivered the Master Transactions Agreement, ancillary agreements, and related board materials to the Thunder Bridge II Board for their review.

On December 10, 2020 Audit Committee Chairman Mr. Hartheimer, Mr. Simanson and Mr. Houlihan held a conference call to discuss the results of GT’s financial and tax due diligence.

On December 11, 2020, the Thunder Bridge II Board met telephonically to approve the Business Combination with indie including the approval of the MTA and all of the transactions and ancillary documents contemplated by it, subject to completion of definitive documents. Also in attendance were representatives of Morgan Stanley, GT, and Nelson Mullins. Representatives of Morgan Stanley discussed the valuation of indie and the potential valuation of the combined companies, trends in the equity market and merger market, the PIPE Financing and the feedback they received from prospective investors regarding the Business Combination. Representatives from GT discussed the tax, accounting and other financial due diligence review and Nelson Mullins summarized and explained the terms of the MTA and ancillary documents. After considering the proposed terms of the MTA and ancillary documents and asking questions to Thunder Bridge II’s management, Morgan Stanley, GT and Nelson Mullins, and taking into account the other factors described below under the caption “— Thunder Bridge II Board’s Reasons for the Approval of the Business Combination,” the Thunder Bridge II Board unanimously approved the MTA and Ancillary Documents and determined that each of the MTA and the Ancillary Documents (and the transactions contemplated by such agreements) was advisable and in the best interests of Thunder Bridge II and its shareholders. The Thunder Bridge II Board further determined that it was advisable and in the best interests of Thunder Bridge II and its shareholders to consummate the Business Combination and other transactions contemplated by the MTA and related agreements, and the Thunder Bridge II Board directed that the MTA and the other Shareholder Proposals described in this proxy statement/prospectus be submitted to Thunder Bridge II’s shareholders for approval and adoption, and recommended that Thunder Bridge II’s shareholders approve and adopt the MTA and such other Shareholder Proposals.

On December 14, 2020, the MTA was executed by the parties and the PIPE Investors entered into the Subscription Agreements with Thunder Bridge II for the PIPE Financing.

On the morning of December 15, 2020, Thunder Bridge II issued a press release and filed a Current Report on Form 8-K with the SEC announcing the execution of the MTA and the execution of subscription agreements with the PIPE Investors.

The parties have continued and expect to continue regular discussions regarding the execution and timing of the Business Combination and to take actions and exercise their respective rights under the MTA to facilitate the completion of the Business Combination.

Thunder Bridge II Board’s Reasons for the Approval of the Business Combination

On December 14, 2020, the MTA was executed by the parties. In reaching its decision, the Thunder Bridge II Board reviewed the results of Thunder Bridge II management’s due diligence investigation, and the due diligence investigations of Thunder Bridge II’s third party financial and legal advisors, and discussed the due diligence findings with Mr. Simanson and Mr. Kight. The Thunder Bridge II Board also received and reviewed presentations from, and discussed with, Thunder Bridge II’s third party financial and legal advisors regarding the transaction structure, material terms of the Business Combination and various aspects of the due diligence.

The due diligence conducted by Thunder Bridge II’s management and information received included:

•        An overview of the public markets in general, the automobile and automotive technology industry, and feedback from potential investors with respect to indie;

•        Research on comparable companies and transactions;

•        A review of the transaction structure presented by Thunder Bridge II’s management and Nelson Mullins;

•        A presentation by Mr. Simanson and Mr. Kight regarding indie’s strategic direction and recent initiatives;

•        Financial, tax, and accounting due diligence review, including a quality of earnings analysis prepared by GT;

•        Legal and IT diligence review conducted by Nelson Mullins;

•        Labor, employment and employee benefit diligence review conducted by Littler Mendelson P.C.;

•        General industry research and analysis conducted by the management of Thunder Bridge II;

•        Discussions with Thunder Bridge II’s financial advisors regarding the feedback received from investors regarding the terms of the Business Combination and the equity financing;

•        A financial, operational and documentation review by management of requested materials provided by indie; and

•        Extensive meetings and calls with indie’s management, indie’s representatives and indie’s customers regarding indie’s operations, financial condition, strategy and prospects.

The Thunder Bridge II Board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the Thunder Bridge II Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual directors may have given different weight to different factors. This explanation of Thunder Bridge II’s reasons for the Business Combination and all other information presented in this section is forward-looking. Therefore, you should read this explanation in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

In the prospectus for the IPO, Thunder Bridge II identified the following general criteria and guidelines that Thunder Bridge II believed would be important in evaluating prospective target businesses:

•        History of free cash flow generation.    Thunder Bridge II will seek to acquire one or more businesses or assets that have a history of, or potential for, strong, stable free cash flow generation, with predictable and recurring revenue streams.

•        Revenues and Enterprise Value.    Thunder Bridge II will seek to acquire one or more businesses with annual revenues of approximately $150 million to $750 million and an enterprise value of approximately $500 million to $1.5 billion.

•        Strong management team.    Thunder Bridge II will seek to acquire one or more businesses or assets that have strong, experienced management teams or those that provide a platform for us to assemble an effective and experienced management team. Thunder Bridge II will focus on management teams with a proven track record of driving revenue growth, enhancing profitability and creating value for their shareholders.

•        Opportunities for add-on acquisitions.    Thunder Bridge II will seek to acquire one or more businesses or assets that Thunder Bridge II can grow both organically and through acquisitions. In addition, Thunder Bridge II believes that its ability to source proprietary opportunities and execute transactions will help the business Thunder Bridge II acquires grow through acquisitions, and thus serve as a platform for further add-on acquisitions.

•        Spin-offs/divestitures of non-core businesses or assets from larger companies.    Thunder Bridge II will focus on one or more businesses or assets that are part of larger companies where the owners seek to divest or spin-off such businesses in order to free up capital to focus on core activities.

•        Defensible business niche.    Thunder Bridge II will seek to acquire one or more businesses or assets that have a leading or niche market position and that demonstrate advantages when compared to their competitors, which may help to create barriers to entry against new competitors. Thunder Bridge II anticipates that these barriers to entry will enhance the ability of these businesses or assets to generate strong profitability and free cash flow.

•        Diversified customer and supplier base.    Thunder Bridge II will seek to acquire one or more businesses or assets that have a diversified customer and supplier base, which are generally better able to endure economic downturns, industry consolidation, changing business preferences and other factors that may negatively impact their customers, suppliers and competitors.

In considering the Business Combination, the Thunder Bridge II Board concluded that indie substantially met the above criteria. In particular, the Thunder Bridge II Board considered the following positive factors:

•        Leading Middle-Market Business at an Attractive Valuation.    The Thunder Bridge II Board took note of the fact that indie is a fast growing, next generation Autotech semiconductor and software pure-play provider. indie has a large and growing assessable market over the next five years. The Thunder Bridge II Board also noted that indie’s valuation was attractive relative to other prospective target companies.

•        Business Where Thunder Bridge II Can Add Value.    The Thunder Bridge II Board believed that Thunder Bridge II’s management will be able to provide indie with a comprehensive network of resources to support its human capital, performance improvement, strategic growth and capital markets initiatives. Thunder Bridge II’s management has an established track record of executing acquisition and consolidation focused strategies. indie’s growth is underpinned by over $2 billion in strategic backlog with multiple Tier I automotive suppliers, with strategic backlog defined as projected revenue based on existing design contracts and historical customer production trends. This position provides Thunder Bridge II with significant confidence in indie’s revenue outlook over the next five years, and Thunder Bridge II believes that indie, under new public ownership, will be able to access more capital and more efficient capital to support its growth strategy to further increase revenues and shareholder value. Thunder Bridge II and indie believe that the business combination can enable indie to capitalize on existing design win pipeline, extend indie’s product reach, drive scale and outpace each of indie’s assessable markets.

•        indie’s Products, Addressable Market and Customer Base.    The Thunder Bridge II Board took note that indie’s product focus is on edge sensors for advanced driver assistance systems, including LiDAR, connected car, user experience and electrification applications. These technologies represent the core underpinnings of both electric and autonomous vehicles, while the advanced user interfaces transform the in-cabin experience to mirror and seamlessly connect to existing mobile platforms on which drivers rely. The product portfolio addresses a $16 billion market, as estimated by IHS Markit, which they expect will exceed $38 billion by 2025, driven by rising demand for silicon and software content within vehicles. indie’s growth is not dependent on global automotive volumes, but rather by the increased levels of semiconductor content required in vehicles to support advanced application. indie has already shipped over 100 million devices into Tier 1 automotive supplies, has successfully partnered with leading global Tier 1 automotive suppliers, and currently has a presence on 12 approved vendor lists. This results in a strategic backlog of over $2 billion for indie, plus an incremental pipeline of $2.5 billion that indie expects to convert to revenue over time.

•        Strong Management Team.    The Thunder Bridge II Board considered the expertise and strength of the indie management team, including its Chief Executive Officer, Donald McClymont, President and Director, Ichiro Aoki, PhD, and Chief Financial Officer and Executive Vice President, Thomas Schiller.

•        Attractive Projected Financial Profile.    Based on its review of indie’s current and projected business, projected financial condition, results of operations, including indie’s projected strong margins, the Thunder Bridge II Board believed that indie had an attractive projected financial profile with strong projected free cash generation and projected highly recurring revenue.

•        Financial Terms of the MTA.    The Thunder Bridge II Board took note of the post-Closing ownership structure whereby the existing ownership group of indie, including its management team, agreed to: (i) accept a significant portion of their financial consideration for the Business Combination in 90,000,000 shares of stock; (ii) defer a portion of their financial consideration to an earn-out of 10,000,000 shares of stock to be vested based on the future market prices of the Company’s common stock; and (iii) minimum six-month lock-up period with respect to the equity consideration received from the Business Combination. The Thunder Bridge II Board also took note of the Sponsor’s agreement to deposit 3,450,000 shares (approximately 40% of the Sponsors shares) into escrow, subject to forfeiture to the extent certain market price thresholds of the Company’s common stock are not achieved.

•        Other Terms and Conditions of the MTA.    The Thunder Bridge II Board took note of the board of directors of the continuing Company, consisting of nine individuals, five selected by indie, three selected by Thunder Bridge II, and one mutually agreed upon by the indie and Thunder Bridge II. The Thunder Bridge II Board also took note of the entire senior management team of indie agreeing to enter into long-term employment agreements with the Company at closing.

•        Attractive Tax Structure.    The Thunder Bridge II Board took note that from the standpoint of the Thunder Bridge II Public Shareholders, the Mergers would not result in any gain or loss recognized by the shareholders of Thunder Bridge II upon the exchange of their shares in Thunder Bridge II for shares in Surviving Pubco, and also took note of the positive tax structure from the perspective of the indie Equity Holders.

•        Pro Forma Ownership.    The Thunder Bridge II Board took note of the fact that following completion of the Business Combination (assuming, among other things, that no Thunder Bridge II shareholders exercise redemption rights with respect to their ordinary shares upon completion of the Business Combination and the other assumptions described under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages”), the indie Equity Holders are expected to own approximately 60.8% of the Company’s outstanding Class A common stock, the PIPE Investors are expected to own approximately 10.1% of the Company’s outstanding Class A common stock, the current holders of Thunder Bridge II ordinary shares are expected to own approximately 23.3% of the Company’s outstanding Class A common stock, and Thunder Bridge II Sponsor investors are expected to own 5.8% of the Company’s outstanding Class A common stock.

In making the recommendation, the Thunder Bridge II Board also considered, among other things, the following potential deterrents to the Business Combination:

•        the risk that the announcement of the Business Combination and potential diversion of indie’s management and employee attention may adversely affect indie’s operations;

•        the risk that certain key employees of indie might not choose to remain with the Company post-Closing;

•        the risk that the Thunder Bridge II Board may not have properly valued indie’s business;

•        the risks associated with the Autotech and semiconductor industries in general;

•        the risks affecting indie’s ability to realize its strategic backlog;

•        the risk associated with macroeconomic uncertainty and the effects it could have on indie’s revenues;

•        the risk of competition in the industry, including the potential for new entrants;

•        the substantial expense and human resources necessary to operate a public company;

•        the risk that the Business Combination might not be consummated in a timely manner or that the closing of the Business Combination might not occur despite the companies’ efforts, including by reason of a failure to obtain the approval of Thunder Bridge II’s shareholders;

•        the risk that Thunder Bridge II does not have enough cash at closing or there are too many redemptions to meet the closing requirements of the MTA;

•        the risk of failure to satisfy the conditions to Closing (to the extent not waived by the parties);

•        the inability to maintain the listing of the Company’s securities on Nasdaq following the Business Combination;

•        the significant fees and expenses associated with completing the Business Combination and the substantial time and effort of management required to complete the Business Combination;

•        the potential conflicts of interest of the Sponsor and Thunder Bridge II’s officers and directors in the Business Combination; and

•        the other risks described in the “Risk Factors” section of this proxy statement/prospectus.

The Thunder Bridge II Board concluded that these risks could be managed or mitigated by indie or were unlikely to have a material impact on the Business Combination or the Company, and that, overall, the potentially negative factors or risks associated with the Business Combination were outweighed by the potential benefits of the Business Combination to Thunder Bridge II and its shareholders. The Thunder Bridge II Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons. The foregoing discussion of the material factors considered by the Thunder Bridge II Board is not intended to be exhaustive, but does set forth the principal factors considered by the Thunder Bridge II Board.

Certain Historical and Prospective Financial Information Provided to the Thunder Bridge II Board

Thunder Bridge II and indie do not as a practice make public projections as to future revenues, earnings or other results. However, Thunder Bridge II is including the following summary of certain indie historical and internal, unaudited prospective financial information from indie’s management’s projections solely because that information was made available to the Thunder Bridge II Board in connection with the evaluation of the Business Combination. Inclusion of summary information regarding the financial forecasts in this proxy statement/prospectus is not intended to influence your decision whether to vote for the Business Combination.

The accompanying unaudited indie historical and prospective financial information was not prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to the preparation and presentation of prospective financial information, but, in the view of indie’s management, was prepared on a reasonable basis, reflects the best then-currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance, in each case at the time such information was provided to the Thunder Bridge II Board, which may be different from the information currently available at the time of filing this proxy statement/prospectus. As such, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospective financial information.

The accompanying summary unaudited financial results for the year ended December 31, 2019 and the summary estimated financial results for the nine months ended September 30, 2020 and unaudited prospective financial information is the responsibility of indie’s management. Neither GT, Thunder Bridge II’s independent registered public accounting firm nor KPMG, indie’s current independent registered public accounting firm, has audited, reviewed, examined, compiled, or applied agreed-upon procedures with respect to the accompanying unaudited summary estimated financial results for the nine months ended September 30, 2020 and unaudited prospective financial information for the purpose of its inclusion herein, and accordingly, neither of them expresses an opinion or provides any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the unaudited prospective financial information for the purpose of this proxy statement/prospectus. The GT and KPMG reports included in this proxy statement/prospectus relate solely to the previously issued financial statements. It does not extend to the prospective financial information and should not be read to do so.

Furthermore, the accompanying unaudited prospective financial information does not take into account any circumstances or events occurring after December 31, 2019, the date such unaudited prospective financial information was prepared.

The accompanying unaudited indie historical and prospective financial information includes financial measures that were not calculated in accordance with GAAP, namely Gross Profit, EBIT and EBITDA are non-GAAP financial measures. Gross Profit, EBIT and EBITDA are non-GAAP financial measures and should not be considered as an alternative to operating income or net income as measures of operating performance or cash flows or as measures of liquidity. Non-GAAP measures are not necessarily calculated the same way by different companies and should not be considered a substitute for or superior to GAAP results.

The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information, including, among others, risks and uncertainties set forth under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” contained elsewhere in this proxy statement/prospectus. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from

those presented in the prospective financial information. Inclusion of the prospective financial information in this proxy statement/prospectus should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.

Considering that the Shareholders Meeting will be held several months after the date the accompanying unaudited prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, shareholders and warrant holders are cautioned not to rely on the accompanying unaudited prospective financial information. This information constitutes “forward-looking statements” and actual results likely will differ from it and the differences may be material. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Thunder Bridge II and indie have not updated, and do not intend to update or otherwise revise, the accompanying unaudited prospective financial information to reflect circumstances existing since its preparation, including any changes in general economic or industry conditions, or to reflect the occurrence of unanticipated events. Neither Thunder Bridge II, indie nor any of their respective representatives or advisers makes any representation to any person with regard to the ultimate performance of Thunder Bridge II, indie or the Company.

The following table is an excerpt from indie’s Investor Presentation, which was filed with the SEC by Thunder Bridge II with the SEC on December 15, 2020 on Form 8-K and sets forth, on a Non-GAAP basis, indie’s unaudited historical results and future projections reviewed by the Thunder Bridge II Board for purposes of its consideration of the Business Combination:

Satisfaction of 80% Test

Pursuant to Nasdaq listing rules, the target business or businesses that Thunder Bridge II acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the execution of a definitive agreement for Thunder Bridge II’s initial business combination (such requirement, the “80% test”). As of the date of the execution of the MTA, the balance of the funds in the trust account was approximately $345 million (excluding $12.1 million of deferred underwriting commissions) and 80% thereof represents approximately $276 million. The Thunder Bridge II Board determined that indie’s enterprise value was $982 million, thus satisfying the 80% test.

Although the Thunder Bridge II Board did not seek a third party valuation, and did not receive any report, valuation or opinion from any third party in connection with the Business Combination, the Thunder Bridge II Board has significant experience in managing and advising technology companies and other technology services companies and valuing the securities of such companies. In reaching its conclusion that the implied enterprise value of indie

exceeded the 80% threshold, the Thunder Bridge II Board evaluated the following sources of information: (i) Thunder Bridge II’s due diligence of indie’s business operations, (ii) indie’s historical financial and other results set forth in “Selected Historical Consolidated Financial and Other Data of indie” and the historical financial statements of indie elsewhere in this proxy statement/prospectus, (iii) the future growth outlook of indie, including the prospective financial information of indie described under the heading “Certain Historical and Prospective Financial Information Provided to the Thunder Bridge II Board,” above, (iv) the trading performance and valuations of publicly traded companies in similar and adjacent sectors, (v) the research and data related to semiconductor and automotive technology-related sectors in which indie participates, (vi) the collective experience of the members of the Thunder Bridge II Board in indie’s sectors, in other technology sectors, and in public market transactions and (vii) discussions between the Thunder Bridge II Board and its financial advisors regarding the opportunity with indie.

In particular, the Thunder Bridge II Board determined indie’s Proposed Transaction Enterprise Value of $982 million represents 2.8x and 2.0x prospective revenue for the year ending December 31, 2024 and for the year ending December 31, 2025, respectively, and 12.8x and 6.4x prospective EBITDA for the year ending December 31, 2024 and for the year ending December 31, 2025, respectively, based on indie’s prospective financial results.

The Thunder Bridge II Board compared indie to a group of publicly traded Autotech peer companies that had completed business combinations with other Special Purpose Acquisition Companies. The Autotech peer companies were Velodyne Lidar, Inc. (VLDR) that had a publicly available prospective revenue estimate and a prospective EBITDA estimates for the year ending December 31, 2024, and Luminar Technologies, Inc. (LAZR) and Aeva, Inc. that had publicly available prospective revenue estimates and prospective EBITDA estimates for the year ending December 31, 2025. The Thunder Bridge II Board determined that the Autotech peer companies were valued at range of 8.7x to 2.4x prospective revenue for the year ending for the year ending December 31, 2024 or for the year ending December 31, 2025 and a range of 20.0x to 6.1x prospective EBITDA for the year ending December 31, 2024 or for the year ending December 31, 2025. Accordingly, indie’s Proposed Transaction Enterprise Value of $982 million reflects lower prospective revenue multiples of Autotech peer companies and lower or comparable prospective EBITDA multiples for Autotech peer companies, which supports the Thunder Bridge II Board’s determination that the Business Combination with indie presents an attractive business combination opportunity that is in the best interests of Thunder Bridge II shareholders.

The Thunder Bridge II Board also compared indie to a group of publicly traded semiconductor peer companies. The semiconductor peer companies were Allegro Microsystems, Inc. (ALGM), Ambarella, Inc. (AMBA), Cree, Inc. (CREE), Monolithic Power Systems, Inc. (MPWR), Power Integrations, Inc. (POWI), Semtech Corporation (SMTC), Silicon Laboratories Inc. (SLAB), and SiTime Corporation (SITM). The semiconductor peer companies had publicly available prospective Revenue estimates and prospective EBITDA estimates for the year ending December 31, 2022. The Thunder Bridge II Board determined that the semiconductor peer companies were valued at range of 13.1x to 5.0x prospective Revenue for the year ending December 31, 2022 and a range of 56.4x to 18.0x prospective EBITDA for the year ending December 31, 2022. Accordingly, indie’s Proposed Transaction Enterprise Value of $982 million reflects lower prospective Revenue multiples of semiconductor peer companies and lower prospective EBITDA multiples for semiconductor peer companies, which supports the Thunder Bridge II Board’s determination that the Business Combination with indie presents an attractive business combination opportunity that is in the best interests of Thunder Bridge II shareholders.

The Thunder Bridge II Board also considered a range of qualitative and quantitative factors such as the potential growth of the semiconductor and automotive technology sectors, indie’s competitive position in the semiconductor and automotive technology sectors, indie’s prospective profit margins and operating metrics, indie’s future growth opportunity, potential industry consolidation and other compelling aspects of the Business Combination.

Based on the analyses described above, the Thunder Bridge II Board determined that indie’s enterprise value was $982 million and that the Business Combination satisfied the 80% test.

Application of these approaches and methodologies involves the use of estimates, judgments, and assumptions that are highly complex and subjective, such as those regarding indie’s expected future revenue, expenses, and future cash flows, discount rates, market multiples, the selection of comparable public companies, and the probability of and timing associated with possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact our valuations as of each valuation date and may have a material impact on our valuation and anticipated results.

Material U.S. Federal Income Tax Consequences of the Domestication to Thunder Bridge II Shareholders

The following discussion sets forth the material U.S. federal income tax consequences of the Domestication to the U.S. Holders (as defined below) of Thunder Bridge II Shares. The following discussion also summarizes (i) the tax consequences to U.S. Holders and Non-U.S. Holders (as defined below) of Thunder Bridge II Shares that elect to have their Thunder Bridge II Shares redeemed for cash if the Business Combination is completed, and (ii) the tax consequences for Non-U.S. Holders of owning and disposing of the Company’s common stock after the Domestication. The following discussion is the opinion of Nelson Mullins Riley & Scarborough LLP. The information set forth in this section is based on the Code, its legislative history, final, temporary and proposed treasury regulations promulgated thereunder (“Treasury Regulations”), published rulings and court decisions, all as currently in effect. These authorities are subject to change or differing interpretations, possibly on a retroactive basis.

For purposes of this summary, a “U.S. Holder” means a beneficial owner of Thunder Bridge II Shares that is for U.S. federal income tax purposes:

•        an individual citizen or resident of the United States;

•        a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;

•        an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

•        a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

A “Non-U.S. Holder” means a beneficial owner of Thunder Bridge II Shares that, for U.S. federal income tax purposes, is an individual, corporation, estate or trust that is not a U.S. Holder.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances. In particular, this discussion considers only holders that hold Thunder Bridge II Shares as capital assets within the meaning of Section 1221 of the Code. This discussion does not address the alternative minimum tax, the Medicare tax on net investment income, or the U.S. federal income tax consequences to holders that are subject to special rules, including:

•        financial institutions or financial services entities;

•        broker-dealers;

•        persons that are subject to the mark-to-market accounting rules under Section 475 of the Code;

•        tax-exempt entities;

•        governments or agencies or instrumentalities thereof;

•        insurance companies;

•        regulated investment companies;

•        real estate investment trusts;

•        certain expatriates or former long-term residents of the United States;

•        persons that acquired Thunder Bridge II Shares pursuant to an exercise of employee options, in connection with employee incentive plans or otherwise as compensation;

•        persons that hold Thunder Bridge II Shares as part of a straddle, constructive sale, hedging, redemption or other integrated transaction;

•        persons whose functional currency is not the U.S. dollar;

•        controlled foreign corporations;

•        passive foreign investment companies;

•        persons required to accelerate the recognition of any item of gross income with respect to Thunder Bridge II Shares as a result of such income being recognized on an applicable financial statement;

•        persons who actually or constructively own 5 percent or more of Thunder Bridge II Shares (except as specifically provided below);

•        or the Sponsor or its affiliates.

This discussion does not address any tax laws other than the U.S. federal income tax law, such as gift or estate tax laws, state, local or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations of a holder of Thunder Bridge II Shares. Additionally, this discussion does not address the tax treatment of partnerships or other pass-through entities or persons who hold Thunder Bridge II Shares through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of Thunder Bridge II Shares, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. This discussion also assumes that any distribution made (or deemed made) on Thunder Bridge II Shares and any consideration received (or deemed received) by a holder in consideration for the sale or other disposition of Thunder Bridge II Shares will be in U.S. dollars.

THE U.S. FEDERAL INCOME TAX TREATMENT OF THE BENEFICIAL OWNERS OF THUNDER BRIDGE SHARES MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. WE URGE BENEFICIAL OWNERS OF THUNDER BRIDGE SHARES WHO CHOOSE TO EXERCISE THEIR CONVERSION RIGHTS OR WHO CHOOSE TO PARTICIPATE IN THE DOMESTICATION TO CONSULT THEIR TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES TO SUCH HOLDER OF THE DOMESTICATION AND OWNING AND DISPOSING OF THE COMPANY’S COMMON STOCK AS A RESULT OF ITS PARTICULAR CIRCUMSTANCES, INCLUDING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Holders

Tax Consequences of the Domestication to U.S. Holders of Thunder Bridge II Shares

The Domestication should qualify as a reorganization within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes.

If the Domestication qualifies as a reorganization within the meaning of Section 368(a), except as otherwise provided below in the section entitled “— PFIC Considerations,” a U.S. Holder of Thunder Bridge II Shares would not recognize gain or loss upon the exchange of its Thunder Bridge II Shares solely for Company Shares pursuant to the Domestication. A U.S. Holder’s aggregate tax basis in the common stock of the Company received in connection with the Domestication will generally be the same as its aggregate tax basis in the Thunder Bridge II Shares surrendered in the transaction, increased by any amount included in the income of such U.S. Holder under the PFIC rules. See the discussion under “PFIC Considerations,” below. In addition, the holding period of the Company Shares received in the Domestication generally should include the holding period of Thunder Bridge II Shares surrendered in the Domestication.

If the Domestication should fail to qualify as a reorganization under Section 368(a), a U.S. Holder of Thunder Bridge II Shares generally would recognize gain or loss with respect to its Thunder Bridge II Shares in an amount equal to the difference, if any, between the fair market value of the corresponding Company Shares received in the Domestication and the U.S. Holder’s adjusted tax basis in its Thunder Bridge II Shares surrendered. The U.S. Holder’s basis in the Company Shares would be equal to the fair market value of that stock on the date of the Domestication and such U.S. Holder’s holding period for the Company Shares would begin on the day following the date of the Domestication.

PFIC Considerations

Even if the Domestication qualifies as a reorganization within the meaning of Section 368(a) of the Code, the Domestication may still be a taxable event to U.S. Holders of Thunder Bridge II Shares under the PFIC provisions of the Code, to the extent that Section 1291(f) of the Code applies, as described below.

Effect of PFIC Rules on the Domestication

Even if the Domestication qualifies as a reorganization for U.S. federal income tax purposes under Section 368(a) of the Code, Section 1291(f) of the Code requires that, to the extent provided in regulations, a U.S. person that disposes of stock of a PFIC must recognize gain notwithstanding any other provision of the Code. No final Treasury regulations are in effect under Section 1291(f). Proposed Treasury Regulations under Section 1291(f) were promulgated in 1992, with a retroactive effective date once they become finalized. If finalized in their present form, those regulations would require taxable gain recognition by a Non-Electing Shareholder with respect to its exchange of Thunder Bridge II Shares for Company Shares in the Domestication if Thunder Bridge II were classified as a PFIC at any time during such U.S. Holder’s holding period in the Thunder Bridge II Shares. Any such gain would be treated as an “excess distribution” made in the year of the Domestication and subject to the special tax and interest charge rules discussed below under “Definition and General Taxation of a PFIC.” The proposed Treasury Regulations under Section 1291(f) should not apply to an Electing Shareholder with respect to its Thunder Bridge II Shares for which a timely QEF election, QEF election with a purging election, or MTM election is made, as each such election is described below.

Definition and General Taxation of a PFIC

A non-U.S. corporation will be a PFIC if either (a) at least seventy-five percent (75%) of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it owns or is considered to own at least twenty-five percent (25%) of the shares by value, is passive income (the “gross income test”) or (b) at least fifty percent (50%) of its assets in a taxable year, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it owns or is considered to own at least twenty-five percent (25%) of the shares by value, are held for the production of, or produce, passive income (the “asset test”). Passive income generally includes dividends, interest, rents and royalties (other than certain rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. The determination of whether a foreign corporation is a PFIC is made annually. If a non-U.S. corporation is classified as a PFIC for any taxable year during which a U.S. Holder owns stock in the non-U.S. corporation, the non-U.S. corporation generally remains thereafter classified as a PFIC with respect to that U.S. Holder.

Pursuant to a “start-up exception”, a corporation will not be a PFIC for the first taxable year the corporation has gross income if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. As a result of the Domestication, Thunder Bridge II will not be eligible for the “start-up exception.” Therefore, Thunder Bridge II has likely been a PFIC since its inception.

If Thunder Bridge II is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of Thunder Bridge II Shares and, solely with respect to the Thunder Bridge II Shares, the U.S. Holder did not make either (a) a timely “qualified election fund” (QEF) election for Thunder Bridge II’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Thunder Bridge II Shares, (b) a QEF election along with a “purging election,” or (c) a “mark-to-market” (MTM) election, all of which are discussed further below, such U.S. Holder generally will be subject to special rules with respect to any gain recognized by the U.S. Holder on the sale or other disposition of its Thunder Bridge II Shares and any “excess distribution” made to the U.S. Holder. Excess distributions are generally any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Thunder Bridge II Shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the Thunder Bridge II Shares.

Under these rules, the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Thunder Bridge II Shares. The amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of Thunder Bridge II’s first taxable year in which it qualified as a PFIC, will be taxed as ordinary income. The amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder. The interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder.

In general, if Thunder Bridge II is determined to be a PFIC, a U.S. Holder may avoid the tax consequences described above with respect to its Thunder Bridge II Shares (but not its Warrants) by making a timely QEF election (or a QEF election along with a purging election), or an MTM election, all as described below.

Impact of PFIC Rules on Certain U.S. Holders

The impact of the PFIC rules on a U.S. Holder of Thunder Bridge II Shares will depend on whether the U.S. Holder has made a timely and effective election to treat Thunder Bridge II as a QEF, under Section 1295 of the Code, for Thunder Bridge II’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Thunder Bridge II Shares, the U.S. Holder made a QEF election along with a “purging election,” or if the U.S. Holder made an MTM election, all as discussed below. A U.S. Holder of a PFIC that made either a timely and effective QEF election, a QEF election along with a purging election, or an MTM election is hereinafter referred to as an “Electing Shareholder.” A U.S. Holder of a PFIC that is not an Electing Shareholder is hereinafter referred to as a “Non-Electing Shareholder.” A QEF election may not be made with respect to the Warrants.

A U.S. Holder’s ability to make a QEF election with respect to its Thunder Bridge II Shares is contingent upon, among other things, the provision by Thunder Bridge II of certain information that would enable the U.S. Holder to make and maintain a QEF election. Thunder Bridge II will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a QEF election, but there can be no assurance that Thunder Bridge II will timely provide such information that is required to make and maintain the QEF election.

As indicated above, if a U.S. Holder of Thunder Bridge II Shares has not made a timely and effective QEF election with respect to Thunder Bridge II’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Thunder Bridge II Shares, such U.S. Holder generally may nonetheless qualify as an Electing Shareholder by filing on a timely filed U.S. income tax return (including extensions) a QEF election and a purging election to recognize under the rules of Section 1291 of the Code any gain that it would otherwise recognize if the U.S. Holder sold its Thunder Bridge II Shares for their fair market value on the “qualification date.” The qualification date is the first day of Thunder Bridge II’s tax year in which Thunder Bridge II qualifies as a QEF with respect to such U.S. Holder. The purging election can only be made if such U.S. Holder held Thunder Bridge II Shares on the qualification date. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will increase the adjusted tax basis in its Thunder Bridge II Shares by the amount of the gain recognized and will also have a new holding period in the Thunder Bridge II Shares for purposes of the PFIC rules.

Alternatively, if a U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable shares, the U.S. Holder may make an MTM election with respect to such shares for such taxable year. If the U.S. Holder makes a valid MTM election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) Thunder Bridge II Shares and for which Thunder Bridge II is determined to be a PFIC, such holder will not be subject to the PFIC rules described above in respect to its Thunder Bridge II Shares. Instead, the U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its Thunder Bridge II Shares at the end of its taxable year over the adjusted basis in its Thunder Bridge II Shares. The U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its Thunder Bridge II Shares over the fair market value of its Thunder Bridge II Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its Thunder Bridge II Shares will be adjusted to reflect any such income or loss amounts and any further gain recognized on a sale or other taxable disposition of the Thunder Bridge II Shares will be treated as ordinary income. The MTM election is available only for shares that are regularly traded on a national securities exchange that is registered with the Securities

and Exchange Commission, including Nasdaq, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. An MTM election may not be made with respect to the Warrants. U.S. Holders should consult their own tax advisers regarding the availability and tax consequences of an MTM election in respect to Thunder Bridge II Shares under their particular circumstances.

The rules dealing with PFICs and with the timely QEF election, the QEF election with a purging election, and the MTM election are very complex and are affected by various factors in addition to those described above. Accordingly, a U.S. Holder of Thunder Bridge II Shares should consult its own tax advisor concerning the application of the PFIC rules to such securities under such holder’s particular circumstances.

Effects of Section 367 to U.S. Holders of Thunder Bridge II Shares

Section 367 of the Code applies to certain non-recognition transactions involving foreign corporations, including a domestication of a foreign corporation in a reorganization within the meaning of Section 368(a) of the Code. Section 367 of the Code imposes income tax on certain United States persons in connection with transactions that would otherwise be tax-free. Section 367(b) of the Code will generally apply to U.S. Holders of Thunder Bridge II Shares on the date of the Domestication.

A.      U.S. Holders Whose Thunder Bridge II Shares Have a Fair Market Value of $50,000 or More and Who Own More Than 10 Percent of the Voting Power of Thunder Bridge II

A U.S. Holder who, on the date of the Domestication beneficially owns (directly, indirectly or constructively) 10% or more of the total combined voting power of all classes of Thunder Bridge II Shares entitled to vote (a “10% U.S. Shareholder”) must include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to the Thunder Bridge II Shares it directly owns. A U.S. Holder’s ownership of Warrants will be taken into account in determining whether such U.S. Holder owns 10% or more of the total combined voting power of all classes of stock. Complex attribution rules apply in determining whether a U.S. Holder owns 10% or more of the total combined voting power of all classes of Thunder Bridge II Shares entitled to vote and all U.S. Holders are urged to consult their tax advisors with respect to these attribution rules.

A 10% U.S. Shareholder’s “all earnings and profits amount” with respect to its Thunder Bridge II Shares is the net positive earnings and profits of Thunder Bridge II attributable to its shares (as determined under Treasury Regulation Section 1.367(b)-2) but without regard to any gain that would be realized on a sale or exchange of such shares.

Thunder Bridge II does not expect to have significant, if any, cumulative net earnings and profits on the date of the Domestication. If Thunder Bridge II’s cumulative net earnings and profits through the date of the Domestication are less than or equal to zero, then a 10% U.S. Shareholder should not be required to include in gross income an “all earnings and profits amount” with respect to its Thunder Bridge II Shares. However, the determination of earnings and profits is a complex determination and may be impacted by numerous factors. It is possible that the amount of Thunder Bridge II’s cumulative net earnings and profits could be greater than expected through the date of the Domestication in which case a 10% U.S. Shareholder would be required to include its “all earnings and profits amount” in income as a deemed dividend under Treasury Regulation Section 1.367(b)-2 as a result of the Domestication.

B.      U.S. Holders Whose Thunder Bridge II Shares Have a Fair Market Value of $50,000 or More But Who Own Less Than 10 Percent of the Voting Power of Thunder Bridge II

A U.S. Holder who, on the date of the Domestication, beneficially owns (directly, indirectly or constructively) Thunder Bridge II Shares with a fair market value of $50,000 or more but owns less than 10% of the total combined voting power of all classes of Thunder Bridge II Shares entitled to vote will recognize gain (but not loss) with respect to the Domestication unless such U.S. Holder elects to recognize the “all earnings and profits” amount attributable to such holder as described below.

Unless such a U.S. Holder makes the “all earnings and profits” election as described below, such holder generally must recognize gain (but not loss) with respect to Company Shares received in the Domestication in an amount equal to the excess of the fair market value of the Company Shares received over the U.S. Holder’s adjusted tax basis in the Thunder Bridge II Shares deemed surrendered in in the Domestication.

As an alternative to recognizing any gain as described in the preceding paragraph, such a U.S. Holder may elect to include in income as a deemed dividend the “all earnings and profits amount” attributable to its Thunder Bridge II Shares under Section 367(b) of the Code. There are, however, strict conditions for making this election. This election must comply with applicable Treasury Regulations and generally must include, among other things:

(i)     a statement that the Domestication is a Section 367(b) exchange;

(ii)    a complete description of the Domestication;

(iii)   a description of any stock, securities or other consideration transferred or received in the Domestication;

(iv)   a statement describing the amounts required to be taken into account for U.S. federal income tax purposes;

(v)    a statement that the U.S. Holder is making the election and that includes (A) a copy of the information that the U.S. Holder received from Thunder Bridge II establishing and substantiating the “all earnings and profits amount” with respect to the U.S. Holder’s Thunder Bridge II Shares, and (B) a representation that the U.S. Holder has notified Thunder Bridge II (or the Company) that the U.S. Holder is making the election; and

(vi)   certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations thereunder.

In addition, the election must be attached by an electing U.S. Holder to such holder’s timely filed U.S. federal income tax return for the taxable year in which the Domestication occurs, and the U.S. Holder must send notice of making the election to Thunder Bridge II or the Company no later than the date such tax return is filed. In connection with this election, Thunder Bridge II may in its discretion provide each U.S. Holder eligible to make such an election with information regarding Thunder Bridge II’s earnings and profits upon request.

Thunder Bridge II does not expect to have significant, if any, cumulative earnings and profits through the date of the Domestication. If that proves to be the case, U.S. Holders who make this election should generally not have an income inclusion under Section 367(b) of the Code provided that the U.S. Holder properly executes the election and complies with the applicable notice requirements. However, as noted above, if it were determined that Thunder Bridge II has cumulative earnings and profits through the date of the Domestication that are greater than zero, a U.S. Holder that makes the election described herein could have an all earnings and profits amount with respect to its Thunder Bridge II shares, and thus could be required to include that amount in income as a deemed dividend under Treasury Regulation Section 1.367(b)-3(b)(3) as a result of the Domestication.

U.S. HOLDERS ARE STRONGLY URGED TO CONSULT A TAX ADVISOR REGARDING THE CONSEQUENCES OF MAKING AN ELECTION AND THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO AN ELECTION.

C.     U.S. Holders that Own Thunder Bridge II Shares with a Fair Market Value of Less Than $50,000

A U.S. Holder who, on the date of the Domestication, beneficially owns (directly, indirectly, or constructively) Thunder Bridge II Shares with a fair market value less than $50,000 should not be required to recognize any gain or loss under Section 367 of the Code in connection with the Domestication and generally should not be required to include any part of the “all earnings and profits amount” in income.

All U.S. Holders of Thunder Bridge II Shares are urged to consult their tax advisors with respect to the effect of Section 367 of the Code to their particular circumstances.

Tax Consequences to U.S. Holders That Elect to Have Their Thunder Bridge II Shares Converted for Cash

This section is addressed to U.S. Holders of Thunder Bridge II Shares that elect to have their Thunder Bridge II Shares converted for cash as described in the section entitled “Shareholders Meeting and Warrant Holders Meeting — Redemption Rights” and is subject in its entirety to the discussion of the “passive foreign investment company” or “PFIC” rules as discussed above under the section entitled “— Tax Consequences of the Domestication to U.S. Holders of Thunder Bridge II Shares — U.S. Holders — PFIC Considerations.” For purposes of this discussion, a “Converting U.S. Holder” is a U.S. Holder that so converts its Thunder Bridge II Shares into cash.

Except as discussed in the following paragraph and as discussed in the PFIC rules above, a Converting U.S. Holder generally will recognize capital gain or loss equal to the difference between the amount of cash received on the conversion and such shareholder’s adjusted basis in the Thunder Bridge II Shares exchanged if the conversion completely terminates the Converting U.S. Holder’s interest in Thunder Bridge II (taking into account certain constructive ownership rules). A U.S. Holder’s adjusted tax basis in its Thunder Bridge II Shares will generally be equal to the cost of such Thunder Bridge II Shares. A U.S. Holder who purchased Thunder Bridge II Shares in the IPO generally will have a tax basis in the Thunder Bridge II Shares that were part of the units equal to the portion of the purchase price of such units allocated to the Thunder Bridge II Shares (such allocation based on the relative fair market value of the Thunder Bridge II Shares and the Warrants at the time). This gain or loss will be long-term capital gain or loss if the holding period of such stock is more than one year at the time of the exchange. It is possible that because of the conversion rights associated with the Thunder Bridge II Shares, the holding period of such shares may not be considered to begin until the date of such conversion (and thus it is possible that long-term capital gain or loss treatment may not apply). The deductibility of capital losses is subject to limitations. Shareholders who hold different blocks of Thunder Bridge II Shares (generally, shares of Thunder Bridge II purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Cash received upon conversion that does not completely terminate the Converting U.S. Holder’s interest will still give rise to capital gain or loss, if the conversion is either (i) “substantially disproportionate” or (ii) “not essentially equivalent to a dividend.” In determining whether the conversion is substantially disproportionate or not essentially equivalent to a dividend with respect to a Converting U.S. Holder, that Converting U.S. Holder is deemed to own not only shares actually owned, but also, in some cases, shares such holder may acquire pursuant to options (including shares that may be acquired pursuant to the Warrants) and shares owned by certain family members, certain estates and trusts of which the Converting U.S. Holder is a beneficiary and certain corporations and partnerships.

Generally, the conversion will be “substantially disproportionate” with respect to the Converting U.S. Holder if (i) the Converting U.S. Holder’s percentage ownership of the outstanding voting shares (including all classes that carry voting rights) of Thunder Bridge II is reduced immediately after the conversion to less than 80% of the Converting U.S. Holder’s percentage interest (including constructive ownership) in such shares immediately before the conversion; (ii) the Converting U.S. Holder’s percentage ownership of the outstanding Thunder Bridge II Shares (both voting and nonvoting) immediately after the conversion is reduced to less than 80% of such percentage ownership (including constructive ownership) immediately before the conversion; and (iii) the Converting U.S. Holder owns (including constructive ownership), immediately after the conversion, less than 50% of the total combined voting power of all classes of shares of Thunder Bridge II entitled to vote. Whether the conversion will be considered “not essentially equivalent to a dividend” with respect to a Converting U.S. Shareholder will depend upon the particular circumstances of that U.S. Holder. At a minimum, however, the conversion must result in a meaningful reduction in the Converting U.S. Holder’s actual or constructive percentage ownership of Thunder Bridge II. If the shareholder’s relative interest in the corporation is minimal and the shareholder does not have meaningful control over the corporation, and taking into account the effect of Redemptions by other shareholder’s, its percentage ownership (including constructive ownership) is reduced as a result of the Redemption, such U.S. Holder should generally be regarded as having a meaningful reduction in its interest. For example, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences to it of any Redemption of its Thunder Bridge II Shares.

If none of the tests described above applies and subject to the PFIC rules discussed above, the consideration paid to the Converting U.S. Holder will be treated as dividend income for U.S. federal income tax purposes to the extent of Thunder Bridge II’s current or accumulated earnings and profits. Any distribution in excess of earnings and profits will reduce the Converting U.S. Holder’s basis in the Thunder Bridge II Shares (but not below zero) and any remaining excess will be treated as gain realized on the sale or other disposition of the Thunder Bridge II Shares. U.S. Holders of Thunder Bridge II Shares considering exercising their conversion rights should consult their own tax advisors as to whether the conversion will be treated as a sale or as a distribution under the Code.

Non-U.S. Holders

Tax Consequences for Non-U.S. Holders of Owning and Disposing of the Company’s Common Stock

Distributions on Company Shares

Distributions of cash or property to a Non-U.S. Holder in respect of Company Shares received in the Domestication will constitute dividends for U.S. federal income tax purposes to the extent paid from the Company’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds the Company’s current and accumulated earnings and profits, the excess will be treated first as a tax-free return of capital to the extent of the Non-U.S. Holder’s adjusted tax basis in the Company Shares. Any remaining excess will be treated as capital gain and will be treated as described below under “— Gain on Disposition of Company Shares.”

Dividends paid to a Non-U.S. Holder of Company Shares generally will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment of the Non-U.S. Holder) are not subject to such withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, such dividends are subject to United States federal income tax on a net income basis in the same manner as if the Non-U.S. Holder were a United States person as defined under the Code. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

A Non-U.S. Holder of Company Shares who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to complete the applicable IRS Form W-8 and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if the Company Shares are held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable United States Treasury regulations. Special certification and other requirements apply to certain Non-U.S. Holders that are pass-through entities rather than corporations or individuals.

A Non-U.S. Holder of Company Shares eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim or refund with the IRS. Non-U.S. Holders are urged to consult their own tax advisors regarding their entitlement to the benefits under any applicable income tax treaty.

Gain on Disposition of Company Shares

Subject to the discussion of backup withholding below, any gain realized by a Non-U.S. Holder on the taxable disposition of Company Shares generally will not be subject to U.S. federal income tax unless:

•        the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment of the non-U.S. Holder);

•        the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more in the taxable year of the disposition, and certain other conditions are met; or

•        the Company is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five year period ending on the date of disposition or the Non-U.S. Holder’s holding period for such securities disposed of, and, generally, in the case where Company Shares are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or indirectly, more than 5% of such Shares, as applicable, at any time during the shorter of the five year period ending on the date of disposition or the Non-U.S. Holder’s holding period for the Shares disposed of. There can be no assurance that Company Shares will be treated as regularly traded on an established securities market for this purpose.

An individual Non-U.S. Holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates. An individual Non-U.S. Holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the

sale, which may be offset by United States source capital losses, even though the individual is not considered a resident of the United States, provided that the individual has timely filed U.S. federal income tax returns with respect to such losses. If a Non-U.S. Holder that is a foreign corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain in the same manner as if it were a United States person as defined under the Code and, in addition, may be subject to the branch profits tax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty) of its effectively connected earnings and profits, subject to adjustments.

The Company does not believe it is and does not anticipate becoming a “United States real property holding corporation” for U.S. federal income tax purposes.

Tax Consequences to Non-U.S. Holders That Elect to Have Their Thunder Bridge II Shares Converted for Cash

This section is addressed to Non-U.S. Holders of Thunder Bridge II Shares that elect to have their Thunder Bridge II Shares converted for cash as described in the section entitled “Shareholders Meeting and Warrant Holders Meeting — Redemption Rights.” For purposes of this discussion, a “Converting Non-U.S. Holder” is a Non-U.S. Holder that so converts its Thunder Bridge II Shares.

Except as otherwise discussed in this section, a Converting Non-U.S. Holder who elects to have its Thunder Bridge II Shares converted for cash will generally be treated in the same manner as a Converting U.S. Holder for U.S. federal income tax purposes. See the discussion above under “— U.S. Holders — Tax Consequences to U.S. Holders That Elect to Have Their Thunder Bridge II Shares Converted for Cash.”

A Converting Non-U.S. Holder will not be subject to U.S. federal income tax on any gain recognized as a result of the exchange unless:

•        such Converting Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year in which the Redemption takes place and certain other conditions are met; or

•        such Converting Non-U.S. Holder is engaged in a trade or business within the United States and any gain recognized in the exchange is treated as effectively connected with such trade or business (and, if required by an applicable income tax treaty, the gain is attributable to a United States permanent establishment of such Non-U.S. Holder), in which case the Converting Non-U.S. Holder will generally be subject to the same treatment as a Converting U.S. Holder with respect to the exchange, and a Converting Non-U.S. Holder that is classified as a corporation for U.S. federal income tax purposes may be subject to an additional branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty).

With respect to any Redemption of Thunder Bridge II Shares for cash that is treated as a distribution rather than a sale, any amount treated as dividend income to a Converting Non-U.S. Holder will generally be subject to U.S. withholding tax at a rate of 30%, unless the Converting Non-U.S. Holder is entitled to a reduced rate of withholding under an applicable income tax treaty. However, dividends received by a Converting Non-U.S. Holder that are effectively connected with such holder’s conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, such dividends are attributable to a United States permanent establishment of the Converting Non-U.S. Holder), will be taxed as discussed above under “— U.S. Holders — Tax Consequences to U.S. Holders That Elect to Have Their Thunder Bridge II Shares Converted for Cash.” In addition, dividends received by a Converting Non-U.S. Holder that is classified as a corporation for U.S. federal income tax purposes that are effectively connected with the holder’s conduct of a U.S. trade or business may also be subject to an additional branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty.

Converting Non-U.S. Holders of Thunder Bridge II Shares considering exercising their Redemption Rights should consult their own tax advisors as to whether the Redemption of their shares will be treated as a sale or as a distribution under the Code.

Information Reporting and Backup Withholding

The Company must report annually to the IRS and to each Non-U.S. Holder the amount of dividends paid to such holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the Non-U.S. Holder resides under the provisions of an applicable income tax treaty.

A Non-U.S. Holder will be subject to backup withholding for dividends paid to such holder unless such holder certifies under penalty of perjury that it is a Non-U.S. Holder (and the payor does not have actual knowledge or reason to know that such holder is a United States person as defined under the Code), or such holder otherwise establishes an exemption.

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of Company Shares within the United States or conducted through certain United States-related financial intermediaries, unless the beneficial owner certifies under penalty of perjury that it is a Non-U.S. Holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code), or such owner otherwise establishes an exemption.

Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

Certain Engagements in Connection with the Business Combination and Related Transactions

Morgan Stanley was engaged by Thunder Bridge II to act as financial advisor to Thunder Bridge II in connection with the Business Combination, and will receive compensation in connection therewith. In addition, Morgan Stanley was an underwriter on the initial public offering of Thunder Bridge II. Deutsche Bank was engaged by indie to act as financial advisor and capital markets advisor to indie in connection with the Business Combination and will receive compensation in connection with its role as financial advisor to indie.

Thunder Bridge II also engaged Morgan Stanley to act as co-placement agent with Deutsche Bank on its $150 million PIPE Financing. Morgan Stanley and Deutsche Bank will receive fees and expense reimbursements in connection therewith. Deutsche Bank provided the indie board of directors with a disclosure letter describing the various roles that Deutsche Bank has served in with Thunder Bridge II and any other material relationships that Deutsche Bank has with Thunder Bridge II. After carefully considering the potential benefits of engaging Deutsche Bank for both roles, Thunder Bridge II and indie each consented to Deutsche Bank’s roles as financial advisor to indie in connection with the Business Combination and as co-placement agent to Thunder Bridge II in connection with the PIPE Financing and waived any potential conflicts in connection with such dual roles.

In addition, Morgan Stanley (together with its affiliates) and Deutsche Bank (together with its affiliates) are each full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investing, hedging, market making, brokerage and other financial and non-financial activities and services. In the past, Morgan Stanley and its affiliates have provided financing services unrelated to the Business Combination or the PIPE Financing to Thunder Bridge II and its affiliates, and has received customary compensation in connection therewith. In addition, Morgan Stanley and Deutsche Bank and their respective affiliates may provide investment banking and other commercial dealings to Thunder Bridge II, indie and their respective affiliates in the future, for which they would expect to receive customary compensation.

In addition, in the ordinary course of its business activities, Morgan Stanley, and Deutsche Bank and their respective affiliates, officers, directors and employees may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of Thunder Bridge II or its affiliates. Morgan Stanley and Deutsche Bank and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of securities (including Company Shares) which are held by or through certain foreign financial institutions (including investment funds), unless any such institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) if required under an intergovernmental agreement between the United States and an applicable foreign country,

reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which Company Shares are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of Company Shares held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (i) certifies to the applicable withholding agent that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners”, which will in turn be provided to the U.S. Department of Treasury. All holders should consult their tax advisors regarding the possible implications of FATCA on their investment in Company Shares.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, although Thunder Bridge II will issue shares for outstanding equity interests of indie in the Business Combination, Thunder Bridge II will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of indie issuing stock for the net assets of Thunder Bridge II, accompanied by a recapitalization. The net assets of Thunder Bridge II will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of indie.

Regulatory Matters

The Business Combination and the transactions contemplated by the MTA are not subject to any additional federal or state regulatory requirement or approval, except for (i) filings with the Cayman Islands and Delaware necessary to effectuate the Domestication, (ii) the Business Combination and filings required of solicitation materials pursuant to Rule 14a-12 of the Exchange Act and (iii) filings required under the HSR Act.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that Thunder Bridge II’s entry into the Master Transactions Agreement dated effective as of December 14, 2020 (as amended or supplemented from time to time, the “MTA”) by and among Thunder Bridge II, Surviving Pubco, Merger Subs, indie, the ADK Blocker Group, ADK Service Provider Holdco and, solely in its capacity as the indie Securityholder Representative thereunder, Donald McClymont, the consummation of the transactions contemplated by the MTA, including the issuance of the merger consideration thereunder, and the performance by Thunder Bridge II of its obligations thereunder thereby be ratified, approved, adopted and confirmed in all respects.”

Required Vote with Respect to the Merger Proposal

The approval of the Merger Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Thunder Bridge II Shares that are present and vote at the Shareholders Meeting. If any of the Domestication Proposal, the Merger Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal, or the Nasdaq Proposal fails to receive the required shareholder approval, the Business Combination will not be completed.

The Sponsor, directors and officers have agreed to vote any ordinary shares owned by them in favor of the Business Combination pursuant to the Sponsor Support Agreement and the Insider Letter Agreement. As of the record date, such shareholders beneficially owned 8,625,000 ordinary shares, excluding shares issuable upon the exercise of warrants. As of the date hereof, the Sponsor and Thunder Bridge II’s directors and officers have not purchased any additional ordinary shares.

Recommendation of Thunder Bridge II’s Board with Respect to the Merger Proposal

THE THUNDER BRIDGE II BOARD UNANIMOUSLY RECOMMENDS THAT THE THUNDER BRIDGE II SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER PROPOSAL.

Distribution Equivalent Right Awards.    A distribution equivalent right award entitles the participant to receive bookkeeping credits, cash payments and/or common stock distributions equal in amount to the distributions that would have been made to the participant had the participant held a specified number of shares of common stock during the period the participant held the distribution equivalent right. A distribution equivalent right may be awarded as a component of another award (but not an option or SAR award) under the 2021 Equity Incentive Plan, where, if so awarded, such distribution equivalent right will expire or be forfeited by the participant under the same conditions as under such other award. The compensation committee shall set forth in the applicable distribution equivalent rights award agreement the terms and conditions, if any, including whether the holder is to receive credits currently in cash, is to have such credits reinvested (at fair market value determined as of the date of reinvestment) in additional shares, or is to be entitled to choose among such alternatives.

Restricted Stock Awards.    A restricted stock award is a grant or sale of common stock to the holder, subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the compensation committee or the Company Board may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the compensation committee or the Company Board may determine at the date of grant or purchase or thereafter. If provided for under the restricted stock award agreement, a participant who is granted or has purchased restricted stock shall have all of the rights of a shareholder, including the right to vote the restricted stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the compensation committee or the Company Board or in the award agreement). During the restricted period applicable to the restricted stock, subject to certain exceptions, the restricted stock may not be sold, transferred, pledged, exchanged, hypothecated, or otherwise disposed of by the participant.

Restricted Stock Unit Awards.    A restricted stock unit award provides for a grant of shares or a cash payment to be made to the holder upon the satisfaction of predetermined individual service-related vesting requirements, based on the number of units awarded to the holder. The compensation committee shall set forth in the applicable restricted stock unit award agreement the individual service-based vesting requirements which the holder would be required to satisfy before the holder would become entitled to payment and the number of units awarded to the holder. The holder of a restricted stock unit shall be entitled to receive a cash payment equal to the fair market value of a share of common stock, or one share of common stock, as determined in the sole discretion of the compensation committee and as set forth in the restricted stock unit award agreement, for each restricted stock unit subject to such restricted stock unit award, if and to the extent the holder satisfies the applicable vesting requirements. Such payment or distribution shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the calendar year in which the restricted stock unit first becomes vested, unless otherwise structured to comply with Code Section 409A. A restricted stock unit shall not constitute an equity interest in the Company and shall not entitle the holder to voting rights, dividends or any other rights associated with ownership of shares prior to the time the holder shall receive a distribution of shares

Unrestricted Stock Awards.    An unrestricted stock award is a grant or sale of shares of our common stock to the employees, non-employee directors or non-employee consultants that are not subject to transfer, forfeiture or other restrictions, in consideration for past services rendered to the Company or an affiliate or for other valid consideration.

Change-in-Control Provisions.    The compensation committee may, in its sole discretion, at the time an award is granted or at any time prior to, coincident with or after the time of a change in control, cause any award either (i) to be canceled in consideration of a payment in cash or other consideration in amount per share equal to the excess, if any, of the price or implied price per share of common stock in the change in control over the per share exercise, base or purchase price of such award, which may be paid immediately or over the vesting schedule of the award; (ii) to be assumed, or new rights substituted therefore, by the surviving corporation or a parent or subsidiary of such surviving corporation following such change in control; (iii) to have its time periods accelerated, or waive any other conditions, relating to the vesting, exercise, payment or distribution of an award so that any award to a holder whose employment has been terminated as a result of a change in control may be vested, exercised, paid or distributed in full on or before a date fixed by the compensation committee; (iv) to be purchased from a holder whose employment has been terminated as a result of a change in control, upon the holder’s request, for an amount of cash equal to the amount that could have been obtained upon the exercise, payment or distribution of such rights had such award been currently exercisable or payable; or (v) terminate any then outstanding award or make any other adjustment to the awards then outstanding as the compensation committee deems necessary or appropriate to reflect such transaction or change. The number of shares subject to any award shall be rounded to the nearest whole number.

Amendment and Termination.    The compensation committee may adopt, amend and rescind rules relating to the administration of the 2021 Equity Incentive Plan, and amend, suspend or terminate the 2021 Equity Incentive Plan, but no such amendment or termination will be made that materially and adversely impairs the rights of any participant with respect to any award received thereby under the 2021 Equity Incentive Plan without the participant’s consent, other than amendments that are necessary to permit the granting of awards in compliance with applicable laws.

Certain U.S. Federal Income Tax Consequences of the 2021 Equity Incentive Plan

The following is a general summary of certain U.S. federal income tax consequences under current tax law to the Company (to the extent it is subject to U.S. federal income taxation on its net income) and to participants in the 2021 Equity Incentive Plan who are individual citizens or residents of the United States for federal income tax purposes (“U.S. Participants”) of stock options which are ISOs, or stock options which are NQSOs, unrestricted stock, restricted stock, restricted stock units, performance stock, performance units, SARs, and dividend equivalent rights. This summary does not purport to cover all of the special rules that may apply, including special rules relating to limitations on our ability to deduct certain compensation, special rules relating to deferred compensation, golden parachutes, U.S. Participants subject to Section 16(b) of the Exchange Act or the exercise of a stock option with previously-acquired shares. This summary assumes that U.S. Participants will hold their shares as capital assets within the meaning of Section 1221 of the Code. In addition, this summary does not address the foreign, state or local or other tax consequences, or any U.S. federal non-income tax consequences, inherent in the acquisition, ownership, vesting, exercise, termination or disposition of an award under the 2021 Equity Incentive Plan, or ordinary shares issued pursuant thereto. Participants are urged to consult with their own tax advisors concerning the tax consequences to them of an award under the 2021 Equity Incentive Plan or shares issued thereunder pursuant to the 2021 Equity Incentive Plan.

A U.S. Participant generally does not recognize taxable income upon the grant of a NQSO if structured to be exempt from or comply with Code Section 409A. Upon the exercise of a NQSO, the U.S. Participant generally recognizes ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the shares acquired on the date of exercise over the exercise price thereof, and the Company generally will be entitled to a deduction for such amount at that time. If the U.S. Participant later sells shares acquired pursuant to the exercise of a NQSO, the U.S. Participant recognizes a long-term or short-term capital gain or loss, depending on the period for which the shares were held. A long-term capital gain is generally subject to more favorable tax treatment than ordinary income or a short-term capital gain. The deductibility of capital losses is subject to certain limitations.

A U.S. Participant generally does not recognize taxable income upon the grant or, except for purposes of the U.S. alternative minimum tax (“AMT”) the exercise, of an ISO. For purposes of the AMT, which is payable to the extent it exceeds the U.S. Participant’s regular income tax, upon the exercise of an ISO, the excess of the fair market value of the shares subject to the ISO over the exercise price is a preference item for AMT purposes. If the U.S. Participant disposes of the shares acquired pursuant to the exercise of an ISO more than two years after the date of grant and more than one year after the transfer of the shares to the U.S. Participant, the U.S. Participant generally recognizes a long-term capital gain or loss, and the Company will not be entitled to a deduction. However, if the U.S. Participant disposes of such shares prior to the end of either of the required holding periods, the U.S. Participant will have ordinary compensation income equal to the excess (if any) of the fair market value of such shares on the date of exercise (or, if less, the amount realized on the disposition of such shares) over the exercise price paid for such shares, and the Company generally will be entitled to deduct such amount.

A U.S. Participant generally does not recognize income upon the grant of a SAR. The U.S. Participant recognizes ordinary compensation income upon exercise of the SAR equal to the increase in the value of the underlying shares, and the Company generally will be entitled to a deduction for such amount.

A U.S. Participant generally does not recognize income on the receipt of a performance stock award, performance unit award, restricted stock unit award, unrestricted stock award or dividend equivalent rights award until a cash payment or a distribution of shares is received thereunder. At such time, the U.S. Participant recognizes ordinary compensation income equal to the excess, if any, of the fair market value of the shares or the amount of cash received over any amount paid therefor, and the Company generally will be entitled to deduct such amount at such time.

A U.S. Participant who receives a restricted stock award generally recognizes ordinary compensation income equal to the excess, if any, of the fair market value of such shares at the time the restriction lapses over any amount paid for the shares. Alternatively, the U.S. Participant may make an election under Section 83(b) of the Code to be taxed on the fair market value of such shares at the time of grant. The Company generally will be entitled to a deduction at the same time and in the same amount as the income that is required to be included by the U.S. Participant.

Tax Advice

The preceding discussion is based on U.S. tax laws and regulations presently in effect, which are subject to change, and the discussion does not purport to be a complete description of the U.S. income tax aspects of the 2021 Equity Incentive Plan. A participant may also be subject to state and local taxes in connection with the grant of awards under the 2021 Equity Incentive Plan. In addition, if a participant resides outside the U.S., the participant may be subject to taxation in other countries. The actual tax implications for any participant will depend on the legislation in the relevant tax jurisdiction for that Participant and their personal circumstances.

What Happens If Shareholders Do Not Approve This Proposal?

In the event this proposal is not approved by shareholders, Thunder Bridge II will not have the ability to grant equity compensation as a component of our executive, employee, and director compensation programs.

New Plan Benefits

Because benefits under the 2021 Equity Incentive Plan will depend on the compensation committee’s actions and the fair market value of the shares of common stock on future dates, it is not possible to determine the benefits that will be received by directors, executive officers and other employees if the 2021 Equity Incentive Plan is approved by the Thunder Bridge II shareholders.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the indie Semiconductor, Inc. 2021 Omnibus Equity Incentive Plan (a copy of the 2021 Equity Incentive Plan is attached to the proxy statement/prospectus as Annex C) be adopted and approved in all respects.”

Required Vote With Respect to the Equity Incentive Plan Proposal

The approval of the Equity Incentive Plan Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Thunder Bridge II Shares that are present and vote on such proposal at the Shareholders Meeting.

The Equity Incentive Plan Proposal will become effective only if the Business Combination is approved and completed. Approval of the Equity Incentive Plan Proposal is a condition to Closing under the MTA. If the Equity Incentive Plan Proposal is not approved, indie is not required to close the Business Combination.

Recommendation of the Thunder Bridge II Board with Respect to the Equity Incentive Plan Proposal

THE THUNDER BRIDGE II BOARD UNANIMOUSLY RECOMMENDS THAT THE THUNDER BRIDGE II SHAREHOLDERS VOTE “FOR” THE EQUITY INCENTIVE PLAN PROPOSAL

SHAREHOLDER PROPOSAL 4: THE DIRECTOR ELECTION PROPOSAL

Election of Directors

Pursuant to the MTA, Thunder Bridge II has agreed to take all necessary action, including causing the directors of Thunder Bridge II to resign, so that effective at the Closing, the entire board of directors of the Company will consist of nine individuals, a majority of whom will be independent directors in accordance with the requirements of Nasdaq. The directors will be classified into three classes, with each director holding office for a three-year term or until the next annual meeting of stockholders at which such director’s class is up for election and where his or her successor is elected and qualified.

Thunder Bridge II is proposing the election by shareholders of the following nine individuals, who will take office immediately following the Closing and who will constitute all the members of the Company Board: (i) Sonalee Parekh, Ichiro Aoki and Jeffrey Owens as Class I directors, (ii) William Woodward, Karl-Thomas Neumann and Diane Brink as Class II directors, and (iii) Donald McClymont, Peter Kight and David Aldrich as Class III directors.

If elected, the Class I directors will serve until the first annual meeting of stockholders of the Company to be held following the date of Closing; the Class II directors will serve until the second annual meeting of stockholders of the Company following the date of Closing; and the Class III directors will serve until the third annual meeting of stockholders of the Company to be held following the date of Closing. In addition, Mr. Aldrich will be designated as Chairman of the Company Board. Each of Messrs. Aldrich, Kight, Neumann, Owens and Woodward and Ms. Brink and Ms. Parekh are expected to qualify as an independent director under Nasdaq listing standards.

There are no family relationships among any of the Company’s directors and executive officers.

Subject to other provisions in the Certificate of Incorporation, the number of directors that constitutes the entire board of directors of the Company will be fixed solely by resolution of its board of directors, but will not exceed nine. Each director of the Company will hold office until the expiration of the term for which he or she is elected and until his or her successor has been duly elected and qualified or until his or her earlier resignation, death, disqualification or removal.

Under the Certificate of Incorporation, and subject to the rights of holders of preferred stock with respect to the election of directors, the directors of the Company will be divided into three classes as nearly equal in size as is practicable, hereby designated Class I, Class II and Class III. The Company Board may assign members of the board of directors already in office to such classes at the time such classification becomes effective. The term of office of the initial Class I directors of Company will expire at the first regularly-scheduled annual meeting of its stockholders, the term of office of the initial Class II directors of Company will expire at the second annual meeting of its stockholders, and the term of office of the initial Class III directors of Company will expire at the third annual meeting of its stockholders. At each annual meeting of stockholders, commencing with the first regularly-scheduled annual meeting of stockholders, each of the successors elected to replace the directors of a class of director whose term will have expired at such annual meeting will be elected to hold office until the third annual meeting next succeeding his or her election and until his or her respective successor will have been duly elected and qualified.

If the number of directors is hereafter changed, any increase or decrease in directorships will be so apportioned among the classes by the Company Board as to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of directors constituting the board of directors will shorten the term of any incumbent director.

Subject to the rights of holders of any series of preferred stock with respect to the election of directors for so long as the board of the Company is classified, any director may be removed from office by the stockholders of the Company only for cause. Vacancies occurring on the Company Board for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled only by vote of a majority of the remaining members of the board of directors of Company, although less than a quorum, or by a sole remaining director, and not by stockholders of Company. A person so elected by the Company Board to fill a vacancy or newly created directorship will hold office until the next election of the class for which such director will have been chosen and until his or her successor will be duly elected and qualified.

If the Merger Proposal is not approved, the Director Election Proposal will not be presented at the Shareholders Meeting. The appointments of directors resulting from the election will only become effective if the Business Combination is completed.

The Thunder Bridge II Board knows of no reason why any of the nominees will be unavailable or decline to serve as a director. The information presented below is as of the Record Date and is based in part on information furnished by the nominees and in part from the Company’s and indie’s records.

Information about Officers, Directors and Nominees

At the effective time of the Business Combination, in accordance with the terms of the MTA and assuming the election of the nominees set forth in this section, the board of directors and officers of the Company will be as follows:

There is no arrangement or understanding between the persons described above and any other person pursuant to which the person was selected to his or her office or position.

Donald McClymont serves as indie’s Chief Executive Officer and Chairman of the Board and is responsible for formulating its strategic vision, ensuring execution of business plans and creating shareholder value. Prior to co-founding indie, he was Vice President of Marketing at Axiom Microdevices, tasked with driving company strategy, developing sales engagements and building key industry partnerships. Prior to Axiom, he was a Product Line Director at Skyworks Solutions/Conexant and a Marketing Manager at Fujitsu. Previously, he was with Thesys (now X-FAB/Melexis), and Wolfson (now Cirrus Logic), as a design engineer. Mr. McClymont holds five patents worldwide and earned a Masters in Engineering Electronics and Electrical from the University of Glasgow. Mr. McClymont holds an M.Eng. from The University of Glasgow.

Dr. Ichiro Aoki serves as indie’s President and as a member of the Board. He works closely with indie’s executive team and Board to create, update and manage execution of indie’s strategies and technical roadmaps. Prior to co-founding indie, Dr. Aoki was a Co-founder, Board Member and Chief Architect of Axiom Microdevices, which was subsequently sold to Skyworks Solutions. Previously, Dr. Aoki founded and served as co-CEO of PST Eletronica Ltd. in Brazil, which was later sold to Stoneridge, Inc. Dr. Aoki has developed 35 patents worldwide and has authored numerous IEEE papers, two of them having over 400 citations. He is fluent in Japanese, Portuguese and English. Dr. Aoki holds a Ph.D. and Masters in Electrical Engineering from the California Institute of Technology and a Bachelor of Science in Electrical Engineering from the University of Campinas, Sao Paulo, Brazil. He serves as a California Institute of Technology Electrical Engineering Advisory Council Member and is also a California Institute of Technology Space-based Solar Power Project (SSPP) Scientific Advisory Board Member.

Thomas Schiller serves as indie’s Chief Financial Officer and Executive Vice President of Strategy. In this role, he leads all corporate financing, reporting, investor relations, treasury, tax, as well as merger and acquisition activities. Prior to joining indie in October 2019, Mr. Schiller was Vice President of Marketing at Marvell Semiconductor, from February to October of 2019. From July 2002 to February 2019, he was Vice President of Strategy and Corporate Development at Skyworks Solutions. He earned a Masters of Business Administration from the University of Southern California with specialization in Entrepreneurship and Finance and holds a Bachelor of Arts in Social Sciences with emphasis in Economics and Political Science from the University of California, Irvine. In addition, Mr. Schiller has completed executive education programs at the University of California, Los Angeles and at Suffolk University, Boston.

Dr. Scott Kee is indie’s Chief Technology Officer with responsibility for all strategic product development and roadmap alignment. Prior to co-founding indie, Dr. Kee was Chief Technology Officer at Axiom Microdevices, another company he co-founded, which was subsequently sold to Skyworks Solutions. Dr. Kee has developed 35 patents worldwide. He earned his Ph.D. in Electrical and Electronics Engineering from the California Institute of Technology, and holds a Bachelor of Science in Electrical and Electronics Engineering from the University of Delaware.

Steven Machuga has been indie’s COO since March 2021. He has over 30 years of experience in electronics and semiconductor development and high-volume operations management of the entire supply chain. Prior to joining indie, he was Vice President, Worldwide Operations, at Skyworks Solutions since 2016. Prior to that, he was Vice President, External Manufacturing Operations & Engineering at Skyworks, from 2006. He holds an M. S. in Chemical Engineering and Materials Science from the University of Minnesota and a Bachelor of Science in Chemical Engineering, from the University of Connecticut. He holds six U.S. patents and three European patents.

Ellen Bancroft joined indie in April 2021 as its General Counsel. Previously, she was a partner at the international law firm of Morgan, Lewis & Bockius LLP since 2013, where she served as Office Managing Partner for over five years. From 2003 to 2013, she was a partner and the California Corporate Group Head, at Dorsey & Whitney LLP. Prior to that, she was an associate, and later a partner, at Brobeck, Phleger & Harrison LLP. In her law firm practice, she regularly counseled corporate boards and related committees, advised various public companies on their public company reporting obligations and corporate governance matters, and handled a variety of M&A and corporate finance transactions. Ms. Bancroft holds a Juris Doctor from Vanderbilt University School of Law, and a Bachelor of Science in Business from Indiana University, Bloomington.

David Aldrich is chairman of the board of Skyworks Solutions, Inc., a position he has held since May 2014. Mr. Aldrich served as executive chairman from May 2016 to May 2018. Prior to his appointment as executive chairman, Mr. Aldrich had served as chief executive officer since the company was formed in 2002 via a merger between Alpha Industries and Conexant Systems’ wireless business. Before the creation of Skyworks, he served as president and CEO of Alpha Industries, a position he held since April 2000. He joined Alpha Industries in 1995 as vice president and chief financial officer and held various management positions in the ensuing years, including president and chief operating officer. Prior to this, he held senior management positions at Adams-Russell and M/A-COM. Mr. Aldrich received a bachelor’s of arts in political science from Providence College in 1979 and a master’s in business administration from the University of Rhode Island in 1981. In 2004, he was named Ernst & Young New England Entrepreneur of the Year in the Semiconductor category. In 2014, he was named CEO of the Year by the Massachusetts Technology Leadership Council. In addition, Mr. Aldrich is a board member of Belden (NYSE: BDC), a publicly traded provider of end-to-end signal transmission solutions, and Acacia Communications (NASDAQ: ACIA), a publicly traded provider of high-speed coherent optical interconnect products.

Diane Brink is currently an Independent Director for Belden Inc., where she is a member of the Nominating and Corporate Governance Committee and chairs the Cybersecurity Committee. Ms. Brink is also a Senior Fellow and Adjunct Professor at the Kellogg School of Management, Kellogg Markets and Customers Initiative, Northwestern University. Diane retired from IBM in February, 2015 after a successful 35-year career. She served as IBM’s Chief Marketing Officer for Global Technology Services (GTS) from September, 2008 to January, 2015. She had worldwide responsibility for the product portfolio. Her market-centric approach led to the redesign of the legacy infrastructure services business to a cloud-based, analytics driven services model, establishing market leadership in cloud computing, security, resiliency, and mobility. Diane held a variety of senior leadership positions, including leading World Wide Integrated Marketing Communications, managing, promoting and generating demand for the IBM brand. Her leadership in advancing the digital transformation of IBM through digital marketing, social media and e-commerce enabled new revenue sources, new methods of client engagement, and new approaches to sales and marketing. She was Vice President of Marketing and Strategy for IBM Americas, Vice President of Distribution Channels Management, Systems Group and General Manager, IBM Middle Markets, Midwest. Known as a forward-thinking C-suite executive, Diane has expertise in strategy, marketing, sales, business development, and general management. Diane is a passionate leader with a collaborative style. She is a skilled leader and mentor in developing talent to reach their maximum personal potential. Ms. Brink’s enterprise wide and strategic, long term approach contribute to long term value creation. Her broad experience enables her to bring market and customer-based insights, pragmatic solutions and perspective. Her expertise in large scale enterprise transformation has helped align functions for high performance, drive cultural change and achieve strategic revenue and profitability goals. Diane is a strong proponent and practitioner of corporate governance. In addition to her public company board role, she has board experience

with nonprofit industry institutions including the Association of National Advertisers (ANA), the Advanced Energy Research & Technology Center (AERTC), and the Iona Preparatory School. Ms. Brink currently serves on the Dean’s Council for the College of Engineering & Applied Sciences at Stony Brook University. She is a Governance Fellow with the National Association of Corporate Directors (NACD). Ms. Brink holds an MBA in Finance from Fordham University and a BS in Computer Science from Stony Brook University.

Peter J. Kight serves as senior special advisor to Thunder Bridge II. Since 2020, he has been a senior special advisor of Thunder Bridge Capital Partners III Inc. From 2018 to 2019 he was a director of Thunder Bridge Acquisition, Ltd. (NASDAQ: TBRG), a blank check company which in July 2019 consummated its initial business combination with Hawk Parent Holdings, LLC, or Repay, an omnichannel payments technology provider; upon such consummation, Mr. Kight remained with the combined company, Repay Holdings Corporation (NASDAQ:RPAY) as chairman of the board of directors. Mr. Kight has 34 years of industry experience. He was the founder, chairman and CEO of CheckFree (Nasdaq:CKFR), a provider of financial services technology, from 1981 until it was acquired by Fiserv (Nasdaq: FISV) in 2007. He also served as director and vice chairman (2007 to 2010) of Fiserv until 2012. Previously, Mr. Kight was co-chairman, managing partner and senior advisor at Comvest Partners. He is a board member of Bill.com Holdings, Inc. (NYSE: BILL), a provider of software that digitizes and automates back-office financial operations. Mr. Kight previously served on the boards of directors of Blackbaud (NASDAQ: BLKB), a supplier of software and services specifically designed for nonprofit organizations, from 2014 to 2020, Huntington Bancshares Incorporated (NASDAQ: HBAN), a regional bank holding company, from 2012 to 2020, Akamai Technologies, Inc. (NASDAQ GS: AKAM), distributor of computing solutions and services, from 2004 to 2012, and Manhattan Associates, Inc., (NASDAQ: MANH) a provider of supply chain planning and execution solutions, from 2007 to 2011. Mr. Kight holds more than a dozen patents and publications for electronic banking and payment systems.

Dr. Karl-Thomas Neumann has been the CEO and Founder of KTN Investment and Consulting since March 2018. From April 2018 to June 2019 he held a management position at Canoo Inc., an electric vehicles company, where his responsibilities included technology and marketing. From March 2013 to March 2018 he was Executive Vice President & President Europe for General Motors Company, where he was also a member of the GM Executive Committee. Dr. Neumann was previously with Volkswagen AG, where he was CEO and Vice President of Volkswagen Group China in Beijing from September 2010 to August 2012. Prior to that he held a number of management positions at Volkswagen, beginning in 1999 as Head of Research and Director of Electronics Strategy. From 2004 to 2009, Dr. Neumann was a member of the Executive Board at German automotive supplier Continental AG, responsible for the Automotive Systems Division. From August 2008 to September 2009, he was Chairman of the Executive Board of Continental AG. In December 2009 he returned to Volkswagen AG and took over company-wide responsibility for electric propulsion. Since March of 2019 he has served as a member of the board of directors of South Korea based Hyundai-Mobis where he serves on the audit committee, the compensation committee and the nominating and corporate governance committee. Dr. Karl-Thomas Neumann was born on April 1, 1961 in Twistringen in Lower Saxony. He holds a Ph.D. in Microelectronics from the University of Duisburg, Germany, as well as a diploma in Electrical Engineering from the University of Dortmund, Germany. He began his professional career at the Fraunhofer Institute as a research engineer before moving to Motorola Semiconductor, where he worked as an engineer and strategy director responsible for the automobile industry.

Jeffrey Owens is a retired automotive technology executive. He served as Executive Vice President and CTO of Delphi Automotive PLC, until his retirement in 2017. During his over 40-year career at Delphi, Mr. Owens served in a variety of technology, engineering and operating leadership roles, including as President of Delphi’s Electronics and Safety Division and President of Delphi Asia Pacific. Mr. Owens also has served as a director of Rogers Corporation (NYSE: ROG) since 2017 and previously served a director of Cypress Semiconductor Corporation from 2017 to 2020. Mr. Owens serves on the Board of Trustees for Kettering University, including as past Chairman. Mr. Owens brings to the Board deep experience as a technology and operating executive of a global automotive technology company.

Sonalee Parekh is the Senior Vice President of Corporate Development and Investor Relations at Hewlett Packard Enterprise (“HPE”), a Fortune 500 technology company with $30 billion in revenues. She has held that position since October 2019. As Senior Vice President of Corporate Development, Ms. Parekh is responsible for corporate strategy, mergers and acquisitions, strategic investments, business integration and performance management. In her role as Senior Vice President of Investor Relations, Ms. Parekh works directly with many of the world’s largest institutional investors and asset managers and leads HPE’s quarterly earnings process and socially responsible investing strategy. Prior to HPE, Ms. Parekh held senior leadership roles at several global investment banks, including Goldman Sachs, Barclays Capital

and Jefferies International. From July 2016 to April 2019, Ms. Parekh was a Managing Director at Jefferies International, and from July 2014 to July 2016 she was an Executive Director at the Royal Bank of Canada. She currently serves as a board advisor to Bidstack Group. Ms. Parekh earned a Bachelor of Commerce from McGill University.

William Woodward is a serial entrepreneur, technology executive, and venture capitalist with over 35 years of investing and operating experience. Mr. Woodward currently serves as the managing general partner of Anthem Venture Partners, a venture capital firm that he solely founded in 1999 where he raised their initial $120 million fund. Through Anthem, Mr. Woodward has made significant early-stage direct investments in privately held companies that have achieved significant enterprise values such as: Scopely, VideoAmp, Surfair, Jiko, DailyPay and indie. Mr. Woodward has served on the board of directors or as an advisor to a number of other technology companies, including: TrueCar, InterMix “MySpace,” Cognet Microsystems, Android (acquired by Google), Advanced Cell Technologies, Celenex, Launch Music and NevenVision. Prior to founding Anthem, Mr. Woodward was a part of Avalon, a $100 million venture capital fund where he served as a general partner managing the West Coast in the late 1990’s. Mr. Woodward founded Celenex, a gene-therapy company with a mission to cure neurodegenerative disorders in pediatrics in 2017 which was acquired by Amicus Therapeutics in 2018. In addition to Celenex, Mr. Woodward founded ImmunoVec Inc, a venture-backed gene-therapy company with a focus on curing rare pediatric genetic disorders of the immune system. Prior to Celenex and ImmunoVec, Mr. Woodward was also a co-founder Cognet Microsystems, a company building fiberoptic networks based on technology from the University of California Los Angeles, prior to its sale to Intel in 2001. Mr. Woodward also co-founded NevenVision in 2003 which was acquired by Google in 2006. In 1994, Mr. Woodward founded Pulse Entertainment, a maker of 3D games and character authoring software. Mr. Woodward served as the chief executive officer and chairman of the board through 1998. In addition to Pulse Entertainment, Mr. Woodward co-founded Launch Media Inc, which went public in 1999 and was later acquired by Yahoo in 2001 and became Yahoo Music. Mr. Woodward began his career in technology as the sole founder of Paracomp, a San Francisco based software publisher that was known for developing early desktop multimedia software applications, which he created in 1986. In 1991, Paracomp merged with Macromind to form MacroMedia. Mr. Woodward served as the chairman of the board and ran business development for the company prior to their acquisition by Adobe in in 2005.

Committee Appointments

There will be three standing committees of the board of directors of the Company: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. It is expected that the following appointments will be made:

Audit Committee: Ms. Parekh (Chair), Mr. Aldrich and Mr. Owens;

Compensation Committee: Mr. Aldrich (Chair), Ms. Brink, Mr. Neumann, and Ms. Parekh;

Nominating and Corporate Governance Committee: Ms. Brink (Chair), Mr. Kight and Mr. Woodward.

All the nominees are “independent” under the revised listing standards of Nasdaq. Ms. Parekh is also a “financial expert” under the listing requirements of Nasdaq.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that Sonalee Parekh, Ichiro Aoki and Jeffrey Owens be appointed as directors of the Company to serve until the 2022 annual meeting of stockholders, William Woodward, Karl-Thomas Neumann and Diane Brink be appointed as directors of the Company to serve until the 2023 annual meeting of stockholders, and Donald McClymont, Peter Kight and David Aldrich be appointed as directors of the Company to serve until the 2024 annual meeting of stockholders.”

Required Vote With Respect to the Director Election Proposal

The election of directors pursuant to the Director Election Proposal will require an ordinary resolution of the holders of the Thunder Bridge II Class B ordinary shares as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of the Thunder Bridge II Class B ordinary shares that are present and vote at the Shareholders Meeting.

SHAREHOLDER PROPOSAL 5: THE NASDAQ PROPOSAL

Background and Overview

On December 14, 2020, Thunder Bridge II entered into the MTA, which, among other things, provides for the issuance of an aggregate of 90,000,000 shares of Class A common stock of the Company and Post-Merger indie Units exchangeable into Class A common stock of the Company, plus up to an aggregate 10,000,000 additional shares of Class A common stock and Post-Merger indie Units exchangeable into Class A common stock of the Company pursuant to the earn-out.

On December 14, 2020, Thunder Bridge II entered into the Subscription Agreements with certain investors for the PIPE Financing, pursuant to which Thunder Bridge II agreed to issue and sell to the PIPE Investors 15,000,000 shares of Thunder Bridge II’s Class A ordinary shares, at a price of $10.00 per Class A ordinary share, simultaneously with or immediately prior to the Closing. The PIPE Financing is conditioned on the Closing being scheduled to occur concurrently with or immediately prior to the closing of the PIPE Financing and other customary closing conditions.

Why Thunder Bridge II Needs Shareholder Approval

We are seeking shareholder approval of (i) for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Class A common stock and the resulting change in control in connection with the Business Combination, and (ii) for the purposes of complying with Nasdaq Listing Rules 5635(d) the issuance of more than 20% of the issued and outstanding Class A ordinary shares in the PIPE Financing upon the completion of the Business Combination.

Under Nasdaq Listing Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of the stock of another company if the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the securities. Under Nasdaq Listing Rule 5635(b), shareholder approval is required prior to the issuance of securities when the issuance will result in a change of control of the Company. Under Nasdaq Listing Rule 5635(d), shareholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of common equity securities (or securities convertible into or exercisable for common equity securities) at a price that is less than market value of the stock if the number of equity securities to be issued is or may be equal to 20% or more of the common equity securities, or 20% or more of the voting power, outstanding before the issuance.

Currently, there are currently 34,500,000 shares of Class A ordinary shares and 8,625,000 shares of Class B ordinary shares outstanding.

The issuance of the Merger Consideration of 90,000,000 shares, plus up to an additional 10,000,000 Earn-Out Shares will be an issuance of greater than 20% and result in a change of control, requiring shareholder approval under Nasdaq Listing Rules 5635(a) and (b).

Pursuant to the Subscription Agreements, Thunder Bridge II will issue 15,000,000 Class A ordinary shares, representing approximately 34.8% of the outstanding ordinary shares of Thunder Bridge II prior to such issuance, at a price less than the market value of the shares. The closing price of the Class A ordinary shares on May 10, 2021 was $10.12. Accordingly, Thunder Bridge II is required to obtain shareholder approval of the issuance of Class A ordinary shares in the PIPE Financing pursuant to Rule 5635(d) of the Nasdaq Listing Rules.

Effect of Proposal on Current Shareholders

The issuance of the Merger Consideration, Earn-Out Shares and PIPE Shares would result in further dilution to Thunder Bridge II’s current shareholders in connection with the consummation of the Business Combination, and would afford Thunder Bridge II’s shareholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of the post-Closing Company. In addition, the resale of the Merger Consideration shares, the Earn-Out Shares and the Class A ordinary shares issued in the PIPE Financing, which will automatically convert into shares of Class A common stock of the Company upon the Closing of the Business Combination, could cause the market price of the Class A common stock to decline. It is a condition to the obligations of indie under the MTA that at least $75 million is raised in the PIPE Financing. Accordingly, if the Nasdaq Proposal is not approved and Thunder Bridge II cannot consummate the PIPE Financing, the Business Combination will not be completed.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the issuance of an aggregate of 90,000,000 Merger Consideration shares, up to an aggregate of 10,000,000 Earn-Out Shares, and 15,000,000 Class A ordinary shares in the PIPE Financing be approved and adopted in all respects.”

Required Vote with Respect to the Nasdaq Proposal

The approval of the Nasdaq Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Thunder Bridge II Shares that are present and vote on such proposal at the Shareholders Meeting. If any of the Domestication Proposal, the Merger Proposal, the Director Election Proposal, or the Nasdaq Proposal fails to receive the required shareholder approval, the Business Combination will not be completed.

Recommendation of Thunder Bridge II’s Board of Directors with Respect to the Nasdaq Proposal

THE Thunder Bridge II BOARD UNANIMOUSLY RECOMMENDS THAT THE Thunder Bridge II SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE NASDAQ PROPOSAL.

PROPOSAL 6 — THE ADVISORY CHARTER PROPOSALS

Overview

We are asking our stockholders to vote upon, on a non-binding advisory basis, proposals to approve certain governance provisions contained in the proposed charter. These proposals are being presented in accordance with SEC guidance and will be voted upon on an advisory basis, and are not binding on Surviving Pubco, Thunder Bridge II or our Board (separate and apart from the approval of the Domestication Proposal and the Merger Proposal). By presenting these proposals separately, we intend to provide stockholders a means to communicate their separate views on important governance provisions to the Board. In the judgment of the Board, these provisions are necessary to adequately address the needs of the combined company. Furthermore, the Merger is not conditioned upon the separate approval of the Advisory Charter Proposals (separate and apart from approval of the Domestication Proposal and the Merger Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on the Advisory Charter Proposals, Thunder Bridge II intends that the proposed charter will take effect upon consummation of the Business Combination (assuming approval of the Domestication Proposal and the Merger Proposal).

Advisory Charter Proposals

The following table sets forth a summary of the material changes proposed to be made between our existing charter and the proposed charter applicable to the Advisory Charter Proposals. This summary is qualified by reference to the complete text of the proposed charter, a copy of which is attached to this proxy statement as Annex A. We urge all stockholders to read the proposed charter in its entirety for a more complete description of its terms.

Vote Required for Approval

Each of the Advisory Charter Proposals, each of which is a non-binding vote, assuming that a quorum is present at the Special Meeting, will be approved only if holders of at least a majority of the issued and outstanding shares of Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting vote “FOR” each of the Advisory Charter Proposals. Accordingly, a stockholder’s failure to vote online during the Special Meeting or by proxy, a broker non-vote or an abstention will be considered a vote “AGAINST” each of the Advisory Charter Proposals.

As discussed above, the Advisory Charter Proposals are advisory votes and therefore are not binding on Surviving Pubco, Thunder Bridge II or our Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Charter Proposals (separate and apart from approval of the Domestication Proposal and the Merger Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on these proposals, Thunder Bridge II intends that the proposed charter will take effect upon consummation of the Business Combination (assuming approval of the Domestication Proposal and the Merger Proposal).

Board Recommendation

THE BOARD RECOMMENDS A VOTE “FOR” ADOPTION OF THE ADVISORY CHARTER PROPOSALS UNDER PROPOSAL 6.

SHAREHOLDER PROPOSAL 7: THE SHAREHOLDER ADJOURNMENT PROPOSAL

Overview

At the Shareholders Meeting, Thunder Bridge II will ask its shareholders to consider and vote upon a proposal by ordinary resolution to adjourn the Shareholders Meeting to a later date or dates to permit further solicitation and vote of proxies if Thunder Bridge II determines an adjournment to be reasonably necessary or appropriate to approve one or more Shareholder Proposals, or to give more time to consummate the Business Combination. In no event will Thunder Bridge II solicit proxies to adjourn the Shareholders Meeting or complete the Business Combination beyond the date by which it may properly do so.

Consequences if the Shareholder Adjournment Proposal is Not Approved

If the Shareholder Adjournment Proposal is not approved by Thunder Bridge II’s shareholders, the Thunder Bridge II Board may not be able to adjourn the Shareholders Meeting to a later date to permit further solicitation and vote of proxies if it is determined by Thunder Bridge II that more time is necessary or appropriate to approve one or more of the Shareholder Proposals at the Shareholders Meeting. It is important for you to note that in the event that the Domestication Proposal, the Merger Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal or the Nasdaq Proposal do not receive the requisite vote for approval, then we may not be able to complete the Business Combination. If we do not complete the Business Combination and fail to complete an initial business combination by August 13, 2021, unless Thunder Bridge II submits and its shareholders approve an extension of such date, we will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the Public Shareholders.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the Shareholders Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Thunder Bridge II that more time is necessary or appropriate to approve one or more Shareholder Proposals at the Shareholders Meeting be approved and adopted in all respects.”

Required Vote with Respect to the Shareholder Adjournment Proposal

The Shareholder Adjournment Proposal, if presented, will require an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Thunder Bridge II Shares that are present and vote on such proposal at the Shareholders Meeting

The Shareholder Adjournment Proposal will not be submitted if the Merger Proposal is approved.

Recommendation of the Thunder Bridge II Board with respect to the Shareholder Adjournment Proposal

THE Thunder Bridge II BOARD UNANIMOUSLY RECOMMENDS THAT Thunder Bridge II SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information is provided to aid you in your analysis of the financial aspects of the Business Combination, the PIPE Financing, and the issuance of a simple agreement for future equity (SAFE) in the second quarter of 2021 (the “Additional SAFE Agreement”).

The following unaudited pro forma condensed combined balance sheet as of December 31, 2020 combines the audited historical balance sheet of Thunder Bridge II as of December 31, 2020 with the audited historical consolidated balance sheet of indie as of December 31, 2020, giving effect to the Business Combination, the PIPE Financing, and the Additional SAFE Agreement as if they had been consummated as of that date.

The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 combines the audited historical statement of operations of Thunder Bridge II and the audited historical consolidated statement of operations of indie for the year ended December 31, 2020, giving effect to the Business Combination, the PIPE Financing, and the Additional SAFE Agreement as if they had been consummated on January 1, 2020.

The unaudited pro forma condensed combined financial statements have been derived from and should be read in conjunction with:

•        the accompanying notes to the unaudited pro forma condensed combined financial statements;

•        the audited historical financial statements of Thunder Bridge II as of and for the year ended December 31, 2020, and the related notes thereto, included elsewhere in this proxy statement/prospectus;

•        the audited historical consolidated financial statements of indie as of and for the year ended December 31, 2020, and the related notes thereto, included elsewhere in this proxy statement/prospectus; and

•        the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Thunder Bridge II,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of indie,” and other financial information relating to Thunder Bridge II and indie included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information is for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination, the PIPE Financing, and the Additional SAFE Agreement taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the combined company.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2020

(in thousands, except share and per share amounts)