UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2023
INDIE SEMICONDUCTOR, INC.
(Exact name of
Registrant as specified in its charter)
Delaware |
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001-40481 |
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88-1735159 |
(State or other jurisdiction of
incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
32 Journey
Aliso Viejo, California 92656
(Address of principal
executive offices, including zip code)
(949)
608-0854
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K 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 |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class A common stock, $0.0001 par value per share |
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INDI |
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The Nasdaq Stock Market LLC |
Warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share |
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INDIW |
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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 (§230A05 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. ☒
Item 8.01. Other Events.
On October 23, 2023, indie Semiconductor, Inc.,
a Delaware corporation (the “Company”), issued a press release announcing the announcing the results of the Company’s
previously announced offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to its
outstanding (i) public warrants to purchase shares of Class A common stock of the Company, par value $0.0001 per share (the “Class
A common stock”), which warrants trade on The Nasdaq Capital Market under the symbol “INDIW” (the “public warrants”),
and (ii) private placement warrants to purchase shares of Class A common stock (the “private placement warrants” and, together
with the public warrants, the “warrants”).
Cautionary Statement Regarding Forward-Looking
Statements
This Current Report on
Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected
timing of the Post-Offer Exchange. These forward-looking statements generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will
be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does
not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections, and other statements about
future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors
could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including,
but not limited to those described under the section entitled “Risk Factors” in the Company’s Registration Statement
on Form S-4, filed September 22, 2023, as such factors may be updated from time to time in the Company’s filings with the SEC, which
are accessible on the SEC’s website at www.sec.gov.
New risks emerge from
time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business
or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any
forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances
discussed in this Current Report on Form 8-K may not occur and actual results could differ materially and adversely from those anticipated.
Forward-looking statements
speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume
no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events
or otherwise. We do not give any assurance that we will achieve our expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
Date: October 23, 2023
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INDIE SEMICONDUCTOR, INC. |
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By: |
/s/ Thomas Schiller |
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Name: |
Thomas Schiller |
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Title: |
Chief Financial Officer & EVP of Strategy (Principal Financial Officer) |
2
Exhibit 99.1
indie Semiconductor Announces Expiration
and Results of Exchange Offer and Consent Solicitation Relating to its Warrants
ALISO VIEJO, California, Oct. 23, 2023 (GLOBE
NEWSWIRE) – indie Semiconductor, Inc. (NASDAQ: INDI) (“indie” or the “Company”), an Autotech solutions innovator,
today announced the expiration and results of its previously announced exchange offer (the “Exchange Offer”) and consent solicitation
(the “Consent Solicitation”) relating to its outstanding (i) public warrants to purchase shares of Class A common stock of
the Company, par value $0.0001 per share (the “Class A common stock”), which warrants trade on The Nasdaq Capital Market under
the symbol “INDIW” (the “public warrants”), and (ii) private placement warrants to purchase shares of Class A
common stock (the “private placement warrants” and, together with the public warrants, the “warrants”). The Exchange
Offer and Consent Solicitation expired at 11:59 p.m, Eastern Time, on October 20, 2023.
indie has been advised that 24,596,363 Warrants,
or approximately 89.8% of the outstanding Warrants, were validly tendered and not validly withdrawn prior to the expiration of the Exchange
Offer and Consent Solicitation. indie expects to accept all validly tendered warrants for exchange and settlement on or before October
25, 2023.
In addition, pursuant to the Consent Solicitation,
the Company received the approval of approximately 89.8% of the outstanding Warrants to the amendment to the warrant agreement governing
the warrants (the “Amendment No. 2”), which exceeds a majority of the outstanding Warrants required to effect the Amendment
No. 2. Amendment No. 2 would permit the Company to require that each Warrant that is outstanding upon settlement of the Exchange Offer
be converted into 0.2565 shares of Class A common stock, which is a ratio 10% less than the exchange ratio applicable to the Exchange
Offer.
indie expects to execute Amendment No. 2 concurrently
with the settlement of the Exchange Offer, and thereafter, expects to exercise its right in accordance with the terms of Amendment No.
2, to exchange all remaining untendered Warrants for shares of Class A common stock, following which, no Warrants will remain outstanding.
The Company engaged BofA Securities as the dealer
manager for the Offer and Consent Solicitation, D.F. King & Co., Inc. as the information agent for the Offer and Consent Solicitation,
and Continental Stock Transfer & Trust Company served as the exchange agent for the Offer and Consent Solicitation.
About indie
indie is empowering
the Autotech revolution with next generation automotive semiconductors and software platforms. We focus on developing innovative, high-performance
and energy-efficient technology for ADAS, user experience and electrification applications. Our mixed-signal SoCs enable edge sensors
spanning Radar, LiDAR, Ultrasound, and Computer Vision, while our embedded system control, power management and interfacing solutions
transform the in-cabin experience and accelerate increasingly automated and electrified vehicles. We are an approved vendor to Tier 1
partners and our solutions can be found in marquee automotive OEMs worldwide. Headquartered in Aliso Viejo, CA, indie has design centers
and regional support offices across the United States, Canada, Argentina, Scotland, England, Germany, Hungary, Morocco, Israel, Japan,
South Korea, Switzerland and China.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements
within the meaning of the federal securities laws, including statements regarding the expected timing of the Post-Offer Exchange. These
forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations
and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially
from the forward-looking statements in this press release, including, but not limited to those described under the section entitled “Risk
Factors” in the Company’s Registration Statement on Form S-4, filed September 22, 2023, as such factors may be updated from
time to time in the Company’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov.
New risks emerge from time to time. It is not
possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements
we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press
release may not occur and actual results could differ materially and adversely from those anticipated.
Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do
not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. We
do not give any assurance that we will achieve our expectations.
Media Inquiries
media@indiesemi.com
Investor Relations
ir@indiesemi.com
Source: indie Semiconductor
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