Amended Current Report Filing (8-k/a)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 21, 2023

Thunder Bridge Capital Partners IV, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40555		86-1826129
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9912 Georgetown Pike

Suite D203

Great Falls, Virginia

(Address of principal executive offices, including zip code)

22066

(Zip Code)

Registrant’s telephone number, including area code:(202) 431-0507

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Units, each consisting of one share of Class A Common Stock and one-fifth of one Redeemable Warrant	THCPU	The NASDAQ Stock Market LLC
Class A Common Stock, par value $0.0001 per share	THCP	The NASDAQ Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	THCPW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Amendment to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2023 (the “Original Form 8-K”) is being filed solely to amend Item 5.07 to the Original Form 8-K to include the number of shares of Class A common stock that were redeemed for cash and the per-share redemption price. Except as set forth herein, no modifications have been made to the information contained in the Original Form 8-K.

Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year

On June 21, 2023, Thunder Bridge Capital Partners IV, Inc. (the “Company”) held a special meeting of its stockholders in lieu of an annual meeting of stockholders (the “Meeting”). At the Meeting, the Extension Amendment Proposal (as defined below) and the Founder Share Amendment Proposal (as defined below) to amend the Company’s amended and restated certificate of incorporation (“Charter Amendment”) were approved. Under Delaware law, the Charter Amendment took effect upon the filing of the Charter Amendment with the Secretary of State of the State of Delaware on June 22, 2023. The terms of the Charter Amendment are set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 31, 2023.

The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Meeting, the Company’s stockholders were presented with a proposal to extend the date by which the Company must consummate an initial business combination from July 2, 2023 to July 2, 2024 (or such earlier date as determined by the Board) by amending the Company’s amended and restated certificate of incorporation (the “Extension Amendment Proposal”).

Also at the Meeting, the Company’s stockholders were presented with a proposal to amend the Company’s amended and restated certificate of incorporation to provide for the right of a holder of shares of Class B common stock of the Company to convert such shares into shares of Class A common stock on a one-for-one basis prior to the closing of a business combination (the “Founder Share Amendment Proposal”).

Also at the Meeting, the Company’s stockholders were presented with a proposal to ratify the selection by the Audit Committee of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023 (the “Auditor Ratification Proposal”).

Set forth below are the final voting results for the Extension Amendment Proposal. Pursuant to the Company’s amended and restated certificate of incorporation, the approval of the Extension Amendment Proposal requires the affirmative vote of holders of at least 65% of our outstanding shares of common stock (the “Common Stock”) who attend and vote at the Meeting with a quorum.

The Extension Amendment Proposal was approved with the following vote from the holders of Common Stock:

For		Against		Abstentions
22,947,061		106,938		0

Set forth below are the final voting results for the Founder Share Amendment Proposal. Pursuant to the Company’s amended and restated certificate of incorporation, the approval of the Founder Share Amendment Proposal requires the affirmative vote of the majority of the votes cast by holders of Common Stock present (including virtually) or represented by proxy who vote at the Meeting with a quorum.

The Founder Share Amendment Proposal was approved with the following vote from the holders of Common Stock:

For		Against		Abstentions
22,945,051		108,938		10

Set forth below are the final voting results for the Auditor Ratification Proposal. Pursuant to the Company’s amended and restated certificate of incorporation, the approval of the Auditor Ratification Proposal requires the affirmative vote of the majority of the votes cast by holders of Common Stock present (including virtually) or represented by proxy who vote at the Meeting with a quorum.

The Auditor Ratification Proposal was approved with the following vote from the holders of Common Stock:

For		Against		Abstentions
25,238,405		105,938		0

In connection with the vote to approve the Extension Amendment Proposal, the Founder Share Proposal, and the Auditor Ratification Proposal, the holders of 20,135,697 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.28 per share, for an aggregate redemption amount of approximately $207.1 million.

A proposal to adjourn the Meeting to a later date was not presented because there were enough votes to approve the Extension Amendment Proposal, the Founder Share Amendment Proposal, and the Auditor Ratification Proposal.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description of Exhibits
3.1		Amendment to Amended and Restated Certificate of Incorporation of the Company. ⁽¹⁾
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1)

Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on June 22, 2023.

[Signature to follow]

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 27, 2023

THUNDER BRIDGE CAPITAL PARTNERS IV, INC.