Item 7.01. Regulation FD.
On December 15, 2020, Thunder
Bridge Acquisition II, Ltd. (“Thunder Bridge II”) and Ay Dee Kay LLC d/b/a indie Semiconductor (“indie
Semiconductor”) held an investor call, hosted by Thunder Bridge II, to discuss their previously announced entry into
a definitive merger agreement. A transcript of the conference call is attached as Exhibit 99.1 hereto.
The information in this
Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act,
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the
Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information About the Transactions and Where to
Find It
This communication is
being made in respect of the proposed business combination between Thunder Bridge II and indie Semiconductor. In connection with
the proposed transaction, Thunder Bridge II intends to file a registration statement on Form S-4 with the SEC, which will include
a proxy statement/prospectus of Thunder Bridge II, and will file other documents regarding the proposed transaction with the SEC.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation
of any vote or approval. Before making any voting or investment decision, investors and stockholders of Thunder Bridge II are urged
to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant
documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important
information about the proposed transaction. The documents filed by Thunder Bridge 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, (202) 431-0507.
Participants in the Solicitation
Thunder Bridge II and
indie Semiconductor and certain of their respective directors and executive officers may be deemed to be participants in the solicitation
of proxies from the stockholders of Thunder Bridge II in favor of the approval of the business combination. Information regarding
the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Thunder Bridge
II in connection with the directors and executive officers proposed business combination will be set forth in the registration
statement on Form S-4 that includes a proxy statement/prospectus, when it becomes available. Information regarding Thunder Bridge
II’s directors and executive officers are set forth in Thunder Bridge II’s Registration Statement on Form S-1, including
amendments thereto, and other reports which are filed with the SEC. Free copies of these documents may be obtained as described
in the preceding paragraph.
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 future financial and operating results, our plans, objectives, expectations and
intentions with respect to future operations, products and services; 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. These forward-looking statements include, but are not limited to, statements regarding the Company’s industry and
market sizes, future opportunities for the Company and Thunder Bridge II, the Company’s estimated future results and the
proposed business combination between Thunder Bridge II and the Company, including the implied enterprise value, the expected transaction
and ownership structure and the likelihood and ability of the parties to successfully consummate the proposed transaction. 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 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 inability to complete the transactions contemplated by the definitive agreement due to the failure to
obtain approval of Thunder Bridge II’s stockholders, the failure to achieve the minimum amount of cash available following
any redemptions by Thunder Bridge II stockholders, redemptions exceeding a maximum threshold or the failure to meet The Nasdaq
Stock Market’s listing standards in connection with the consummation of the contemplated transactions; costs related to the
transactions contemplated by the definitive agreement; a delay or failure to realize the expected benefits from the proposed transaction;
risks related to disruption of management’s time from ongoing business operations due to the proposed transaction; changes
in the automobile or semiconductor markets in which the Company competes, including with respect to its competitive landscape,
technology evolution or regulatory changes; changes in domestic and global general economic conditions, risk that the Company may
not be able to execute its growth strategies, including identifying and executing acquisitions; risks related to the ongoing COVID-19
pandemic and response; and risk that the Company may not be able to develop and maintain effective internal controls.
Actual results, performance
or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions
on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of
future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of
future performance as projected financial information and other information are based on estimates and assumptions that are inherently
subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set
forth herein speaks only as of the date hereof in the case of information about Thunder Bridge II and the Company or the date of
such information in the case of information from persons other than Thunder Bridge II or the Company, 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.
Forecasts and estimates regarding the Company’s industry and end markets are based on sources we believe to be reliable,
however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma,
projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
No Offer or Solicitation
This Current Report on
Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the entry into the definitive merger agreement and the transactions contemplated thereby. This Current Report on Form 8-K shall
also not 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. No offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act, or an exemption therefrom.