INDI indie Semiconductor Inc

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

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SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 2)

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INDIE SEMICONDUCTOR, INC.
(Name of Subject Company and Filing Person (Issuer))

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Thomas Schiller
Chief Financial Officer and EVP of Strategy
32 Journey
Aliso Viejo, California 92656
(949) 608-0854
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

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Copies of communications to:

Mitchell S. Nussbaum, Esq.
Norwood P. Beveridge, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Tel: (212) 407-4000

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Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by indie Semiconductor, Inc., a Delaware corporation (the “Company”), on September 22, 2023 (as it may be amended and supplemented from time to time, the “Schedule TO”), relating to an offer by the Company to all holders of the Company’s warrants, including the public warrants and the private placement warrants (each as defined below) to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), to receive 0.285 shares of Class A Common Stock in exchange for each outstanding warrant (as defined below) tendered by the holder and exchanged pursuant to the offer (the “Offer”).

Concurrently with the Offer, we are also soliciting consents (the “Consent Solicitation”) from holders of the warrants to amend (the “Warrant Amendment”) that certain warrant agreement, dated as of August 14, 2019, by and between the Company (as successor to Thunder Bridge Acquisition II, Ltd., our predecessor and a Cayman Islands exempted company (“THBR”)) and Continental Stock Transfer & Trust Company (“CST”), as warrant agent and as supplemented by that certain Assignment, Assumption and Amendment Agreement by and between THBR and CST, dated June 10, 2021 (together, the “Warrant Agreement”), to permit the Company to require that each warrant that is outstanding upon the closing of the Offer be exchanged for 0.2565 shares of Class A Common Stock, which is a ratio 10% less than the exchange ratio applicable to the Offer.

Pursuant to the terms of the Warrant Agreement, the proposed Warrant Amendment requires the vote or written consent of holders of at least a majority of the outstanding public warrants and the outstanding private placement warrants.

The purpose of this Amendment No. 2 is to amend and supplement the Schedule TO to (i) update Item 11 of the Schedule TO to include references to certain preliminary estimated financial results for the quarter ended September 30, 2023 announced by the Company on October 16, 2023, and (ii) update Item 12 of the Schedule TO to include (a) the final Prospectus/Offer to Exchange, dated September 29, 2023, which forms part of the Registration Statement on Form S-4 (“Registration Statement”) declared effective by the SEC on September 29, 2023, and (b) a press release issued by the Company on October 16, 2023, announcing such preliminary estimated financial results for the quarter ended September 30, 2023.

Except as amended hereby to the extent discussed above and to add as Exhibits (a)(1)(F) a prospectus supplement filed by the Company to reflect such preliminary estimated financial results for the quarter ended September 30, 2023, and as Exhibit (a)(5)(iii) hereto an additional press release of the Company relating to such preliminary estimated financial results for the quarter ended September 30, 2023, the information contained in the Schedule TO, the Prospectus/Offer to Exchange, and the other exhibits to the Schedule TO remains unchanged and is hereby expressly incorporated into this Amendment No. 2 by reference. This Amendment No. 2 should be read with the Schedule TO and the Prospectus/Offer to Exchange.

The information in the Prospectus/Offer to Exchange and in the related Letter of Transmittal, including all schedules and exhibits thereto, is incorporated by reference herein to answer the items required in this Schedule TO.

Item 11. Additional Information.

(a)     Agreements, Regulatory Requirements, and Legal Proceedings.

(1)    The information set forth in the sections of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation — Agreements, Regulatory Requirements, and Legal Proceedings” is incorporated herein by reference. The information set forth in the section entitled “Certain Relationships and Related Person Transactions, and Director Independence” in Part III, Item 13 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, incorporated by reference into the Prospectus/Offer to Exchange, is incorporated herein by reference.

(2)    The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation — Agreements, Regulatory Requirements, and Legal Proceedings” is incorporated herein by reference.

(3)    Not applicable.

(4)    Not applicable.

(5)    None.

(b)    Other Material Information.    Item 11(b) of the Schedule TO is hereby amended and supplemented by adding at the end thereof the following text:

On October 16, 2023, the Company issued a press release announcing certain preliminary estimated financial results for the fiscal quarter ended September 30, 2023. Such press release is filed hereto as Exhibit (a)(5)(iii) and such information is incorporated herein by reference. The preliminary results in the press release are approximate and based on the Company’s reasonable estimates and the information available at this time and, because of their preliminary nature, the Company has not provided specific amounts.

Item 12. Exhibits.

(a)     Exhibits.

(b)    Filing Fee Exhibit.

Filing Fee Table.*

*       Previously filed

Item 13. Information Required By Schedule 13E-3.

Not applicable.

SIGNATURE

After due 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.

Dated: October 16, 2023