Statement of Ownership (sc 13g)
February 07 2020 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Thunder
Bridge Acquisition II, Ltd.
(Name
of Issuer)
Class
A Ordinary Shares, par value $0.0001 per share
(Title
of Class of Securities)
G8857S116
(CUSIP
Number)
December 31,
2019
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*
|
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
|
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. G8857S116
1.
|
|
Names of Reporting Persons
Thunder Bridge Acquisition II LLC
|
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5.
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Sole
Voting Power
8,625,000
(1)
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|
6.
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Shared
Voting Power
0
|
|
7.
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Sole
Dispositive Power
8,625,000
(1)(3)
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|
8.
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Shared
Dispositive Power
0
|
9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
8,625,000
(1)(3)
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See
footnote (2) below. ☐
|
11.
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|
Percent
of Class Represented by Amount in Row (9)
20.0%(1)(3)(4)
|
12.
|
|
Type
of Reporting Person (See Instructions)
OO
|
CUSIP
No. G8857S116
1.
|
|
Names of Reporting Persons
Gary A. Simanson
|
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
|
5.
|
|
Sole
Voting Power
100,000(2)
|
|
6.
|
|
Shared
Voting Power
8,625,000
(1)
|
|
7.
|
|
Sole
Dispositive Power
100,000(2)
|
|
8.
|
|
Shared
Dispositive Power
8,625,000
(1)(2)
|
9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,725,000
(1)(2)(3)
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See
footnote (2) below. ☐
|
11.
|
|
Percent
of Class Represented by Amount in Row (9)
20.2%(1)(2)(3)(4)
|
12.
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Type
of Reporting Person (See Instructions)
IN
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(1)
|
See
Item 4. These are the Issuer’s Class B ordinary shares, which are automatically convertible into the Issuer’s
Class A ordinary shares at the time of the Issuer’s initial business combination as more fully described under
the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1
(File No. 333-232688). Thunder Bridge Acquisition II LLC is the record holder of the shares reported herein. Mr. Simanson
is the managing member of Thunder Bridge Acquisition II LLC. As such, he may be deemed to have or share voting and dispositive
power over the Class B ordinary shares held directly by Thunder Bridge Acquisition II LLC.
|
(2)
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These
are 100,000 Class A ordinary shares included in the units purchased by Gary A. Simanson
in the Issuer’s initial public offering.
|
(3)
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Excludes
shares which may be purchased by exercising warrants that are not presently exercisable.
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(4)
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Based
on 34,500,000 Class A ordinary shares and 8,625,000 Class B ordinary shares issued and outstanding as of November 13,
2019 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on
November 13, 2019.
|
Item 1(a).
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Name
of Issuer
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Thunder
Bridge Acquisition II, Ltd. (the “Issuer”).
Item 1(b).
|
Address
of the Issuer’s Principal Executive Offices
|
9912
Georgetown Pike, Suite D203
Great
Falls, Virginia 22066
Item 2(a).
|
Names
of Persons Filing
|
Thunder
Bridge Acquisition II LLC and Gary A. Simanson (collectively, the “Reporting Persons”)
Item 2(b).
|
Address
of the Principal Business Office, or if none, Residence:
|
9912
Georgetown Pike, Suite D203
Great
Falls, Virginia 22066
Thunder
Bridge Acquisition II LLC is a limited liability company formed in Delaware. Gary A. Simanson is a citizen of the United States
of America.
Item 2(d).
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Title
of Class of Securities
|
Class
A ordinary shares, $0.0001 par value per share.
*
The Class A ordinary shares are the class of shares of the Issuer registered pursuant to the Act. The Reporting Persons own Class
B ordinary shares and Gary A. Simanson, in his individual capacity, owns an additional 100,000 Class A ordinary shares. The Class
B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer’s initial business combination
(the “Business Combination”) on a one-for-one basis, subject to certain adjustments. In the case that additional Class
A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Issuer’s
initial public offering (the “IPO”) and related to the closing of the Business Combination, the ratio at which the
Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding
Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number
of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate 20% of the sum
of the sum of all ordinary shares outstanding upon completion of the IPO plus all Class A ordinary shares and equity-linked securities
issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued,
or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to Thunder Bridge
Acquisition II LLC or its affiliates upon conversion of loans made to the Issuer).
G8857S116
Item 3.
|
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person
filing is a:
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☐
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(a) Broker
or Dealer registered under Section 15 of the Exchange Act.
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☐
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(b)
Bank as defined in Section 3(a)(b) or the Exchange Act.
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☐
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(c)
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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☐
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(d)
Investment company registered under Section 8 of the Investment Company Act.
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☐
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(e)
An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
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☐
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(f) An
employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
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☐
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(g)
A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
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☐
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(h)
A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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☐
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(i)
A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment
Company Act.
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☐
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(j)
Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
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Not
applicable
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The
responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
As
of December 31, 2019, the Reporting Persons may be deemed to beneficially own 8,625,000 of the Issuer’s Class B
ordinary shares, representing 20% of the total Class A and Class B ordinary shares issued and outstanding. The Class B
ordinary shares are automatically convertible into the Issuer’s Class A ordinary shares at the time of the Issuer’s
initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description
of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-232688). Additionally,
Gary A. Simanson individually owns an additional 100,000 Class A ordinary shares. Gary A. Simanson may be deemed to beneficially
own 8,725,000 ordinary shares, representing 20.2% of the total Class A and Class B ordinary shares issued and outstanding. The
percentage of ordinary shares held by the Reporting Persons is based upon 34,500,000 Class A ordinary shares and 8,625,000
Class B ordinary shares issued and outstanding as of November 13, 2019 as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2019.
Thunder
Bridge Acquisition II LLC is the record holder of the Class B ordinary shares reported herein. Mr. Simanson is the managing member
of Thunder Bridge Acquisition II LLC. As such, he may be deemed to have or share voting and dispositive power of the Class B ordinary
shares held directly by Thunder Bridge Acquisition II LLC.
Item 5.
|
Ownership
of Five Percent or Less of a Class
|
Not
Applicable
Item 6.
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Ownership
of More than Five Percent on Behalf of Another Person
|
Not
Applicable
Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person
|
Not
Applicable
Item 8.
|
Identification
and Classification of Members of the Group
|
Not
Applicable
Item 9.
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Notice
of Dissolution of Group
|
Not
Applicable
Not
Applicable
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
DATE:
February 7, 2020
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/s/
Gary A. Simanson,
|
|
|
as managing member of
Thunder Bridge Acquisition II LLC
|
02/07/2020
|
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/s/
Gary A. Simanson
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02/07/2020
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** Signature of Reporting Person
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Date
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EXHIBIT
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing
on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class
A ordinary shares, $0.0001 par value per share, of Thunder Bridge Acquisition II, Ltd., and further agree that this Joint Filing
Agreement shall be included as an exhibit to such joint filings.
The
undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any
amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided,
however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such
party knows or has reason to believe that such information is inaccurate.
This
Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the
same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of February 7, 2020.
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/s/
Gary A. Simanson,
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|
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as managing member of
Thunder Bridge Acquisition II LLC
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02/07/2020
|
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/s/
Gary A. Simanson
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02/07/2020
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** Signature of Reporting Person
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Date
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8
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