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. 3)

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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. 3 (“Amendment”) 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 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 tendered by the holder and exchanged pursuant to the offer (the “Offer”).

Concurrently with the Offer, we also solicited 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.

The Offer and Consent Solicitation were made upon and subject to the terms and conditions set forth in the Prospectus/Offer to Exchange, originally dated September 22, 2023, and as thereafter supplemented (the “Prospectus/Offer to Exchange”), a copies of which are filed herewith as Exhibits (a)(1)(A) and (a)(1)(F).

The purpose of this Amendment No. 3 is to amend and supplement the Schedule TO to (i) update Item 11 of the Schedule TO to report the final results of the Offer, and (ii) update Item 12 of the Schedule TO to include a press release issued by the Company on October 23, 2023 announcing the results of the Offer.

Only those items amended are reported in this Amendment No. 3. Except as specifically provided herein, the information contained in the Schedule TO and the Prospectus/Offer to Exchange remains unchanged and is hereby expressly incorporated into this Amendment No. 3 by reference. This Amendment No. 3 should be read together with the Schedule TO and the Prospectus/Offer to Exchange.

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:

The Offer and Consent Solicitation expired at 11:59 p.m., Eastern Time, on October 20, 2023. The Company 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 Offer and Consent Solicitation. The Company 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 Amendment No. 2

(as defined in the Prospectus/Offer to Exchange), which exceeds a majority of the number of then outstanding warrants required to adopt Amendment No. 2. The Company expects to execute Amendment No. 2 concurrently with the settlement of the Offer.

On October 23, 2023, the Company issued a press release announcing the final results of the Offer as set forth above. A copy of the press release is filed herewith as Exhibit (a)(5)(iv) and is incorporated herein by reference.

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 23, 2023