Filed by Thunder Bridge Acquisition II, Ltd.
pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Thunder Bridge Acquisition II,
Ltd.
(Commission File No. 001-39022)
THUNDER BRIDGE ACQUISITION II, LTD.
9912 Georgetown Pike
Suite D203
Great Falls, Virginia 22066
**** IMPORTANT REMINDER ****
Dear Thunder Bridge Acquisition II, Ltd. Shareholder:
By now, you should have received
your proxy materials for the 2021 Extraordinary General Meeting of Thunder Bridge Acquisition II, Ltd., which is scheduled to be held
virtually, via live webcast, on June 9, 2021. You are receiving this reminder letter because your vote(s) were not yet processed
at the time that this letter was sent. If you have already voted, we would like to thank you for your vote.
WE URGE YOU TO EXERCISE YOUR RIGHT TO VOTE
TODAY.
Your vote is extremely important.
PLEASE CAST YOUR VOTE TODAY. The fastest and easiest way to vote is by telephone or over the Internet. Instructions on how to vote
your shares over the telephone or Internet are enclosed with this letter.
Your Board recommends that
you vote “FOR” ALL proposals. Even if you plan on attending the virtual meeting, we urge you to vote your shares now,
so they can be tabulated prior to the meeting.
****PLEASE VOTE TODAY****
Thank you for your investment in Thunder Bridge
Acquisition II, Ltd. and for taking the time to vote your shares.
Sincerely,
Gary A. Simanson
President and CEO
Filed by Thunder Bridge Acquisition II, Ltd.
pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Thunder Bridge Acquisition II,
Ltd.
(Commission File No. 001-39022)
Important Information and Where to Find It
In connection with the proposed business combination, on January 25,
2021, Thunder Bridge Acquisition II filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement
on Form S-4 (SEC File No. 252374) (the “Form S-4”), which includes a proxy statement/prospectus, which was amended on March
23, May 4, May 10, and May 12, 2021. The Form S-4 was declared effective on May 14, 2021, and the definitive proxy statement/prospectus
and other proxy materials have been mailed to Thunder Bridge Acquisition II’s shareholders of record as of the close of business
on May 10, 2021. Before making any voting or investment decision, Thunder Bridge Acquisition II’s shareholders and other interested
persons are urged to read the Form S-4, as amended, the definitive proxy statement/prospectus included in the Form S-4, and documents
incorporated by reference therein filed in connection with the proposed business combination, as these materials contain important information
about indie, Thunder Bridge Acquisition II and the proposed business combination. The documents filed by Thunder Bridge Acquisition II
with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov or by directing a request to Thunder Bridge
Acquisition II, Ltd., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia, 22066, Attention: Secretary, or by calling (202) 431-0507.
Participants in the Solicitation
indie Semiconductor and Thunder Bridge Acquisition II and their respective
directors and executive officers and certain other members of management and employees may be deemed “participants” in the
solicitation of proxies from Thunder Bridge Acquisition II shareholders with respect to the business combination. A list of the names
of those directors and executive officers and a description of their interests in Thunder Bridge Acquisition II or indie Semiconductor
is set forth in the proxy statement/prospectus for the proposed business combination included in the Form S-4, which is available at www.sec.gov.
Information about Thunder Bridge Acquisition II’s directors and executive officers and their ownership of Thunder Bridge Acquisition
II ordinary shares is set forth in Thunder Bridge Acquisition II prospectus, dated August 9, 2019 and in the proxy statement/prospectus
included in the Form S-4, as may be modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filings.
These documents can be obtained free of charge from www.sec.gov.
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities nor shall it constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Forward Looking Statements
This communication contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements
about our intentions to merge with Thunder Bridge Acquisition II; and other statements identified by words such as “will likely
result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,”
“intend,” “plan,” “projection,” “outlook” or words of similar meaning. Such forward-looking
statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic
and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results
and the timing of events may differ materially from the results anticipated in these forward-looking statements. In addition to factors
previously disclosed in Thunder Bridge Acquisition II’s reports filed with the SEC and those identified elsewhere in this communication,
the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results
or other expectations expressed in the forward-looking statements: inability to meet the closing conditions to the business combination,
including the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement;
the delay in obtaining Nasdaq approval of the transaction; the inability to complete the transactions contemplated by the definitive agreement
due to the failure to obtain approval of Thunder Bridge Acquisition II’s shareholders; and other risks and uncertainties indicated
in the proxy statement/prospectus relating to the proposed business combination, including those under “Risk Factors” therein,
and in Thunder Bridge Acquisition II’s other filings with the SEC. Indie cautions that the foregoing list of factors is not exclusive.
All information set forth herein speaks only as of the date hereof,
and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date
of this communication except as required by law.
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