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 25, 2023
INDIE SEMICONDUCTOR, INC.
(Exact name of
Registrant as specified in its charter)
| Delaware |
|
001-40481 |
|
88-1735159 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(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 |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A common stock, $0.0001 par value per share |
|
INDI |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share |
|
INDIW |
|
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 25, 2023, indie Semiconductor, Inc.,
a Delaware corporation (the “Company”), issued a press release on the closing 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”). The Company also announced that it intends to exchange all remaining untendered
warrants for Class A common stock in accordance with the terms of the warrant agreement which governs the warrants (the “Warrant
Agreement”), dated as of August 14, 2019, by and between the Company (as successor to Thunder Bridge Acquisition II, Ltd.,
its predecessor and a Cayman Islands exempted company (“THBR”)) and Continental Stock Transfer & Trust Company (“CST”),
as warrant agent as supplemented and amended by that certain Assignment, Assumption and Amendment Agreement by and between the Company,
THBR and CST, dated June 10, 2021, as further amended by the amendment no. 2 dated October 25, 2023 (“Amendment No. 2”),
by and between the Company and CST.
Amendment No. 2 amends the Warrant Agreement to
provide the Company with the right to mandatorily exchange the Company’s remaining outstanding warrants for Class A common stock
at an exchange ratio of 0.2565 shares of Class A common stock for each warrant, which is a ratio 10% less than the exchange ratio applicable
to the Offer. Pursuant to Amendment No. 2, the Company has the right to require the exchange of not less than all of the warrants at any
time while such warrants are exercisable and prior to their expiration, at the office of CST, upon notice to the registered holders of
the outstanding warrants at least fifteen days prior to the date of exchange fixed by the Company.
The Company has exercised its right to exchange
all remaining outstanding warrants for Class A common stock in accordance with the terms of Amendment No. 2, and has fixed November 9,
2023 as the exchange date.
The foregoing description of Amendment No. 2 is
qualified in its entirety by reference to Amendment No. 2, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated by reference herein.
The Offer and Consent Solicitation expired at
11:59 p.m., Eastern Time on October 20, 2023. The Company has been advised that a total of 24,658,461 warrants, or approximately 90.0%
of the outstanding warrants were validly tendered and not validly withdrawn in the Offer and Consent Solicitation, and therefore such
warrants consented to Amendment No. 2. Because consents were received from holders of more than a majority of the Company’s outstanding
warrants, Amendment No. 2 was approved.
A copy of the press release announcing the settlement
of the Offer and the Company’s exercise of its rights to exercise the mandatory exchange of untendered warrants is attached as Exhibit
99.1 and is incorporated by reference herein.
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 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 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.
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 25, 2023
| |
INDIE SEMICONDUCTOR, INC. |
| |
|
| |
By: |
/s/ Thomas Schiller |
| |
Name: |
Thomas Schiller |
| |
Title: |
Chief Financial Officer & EVP of Strategy
(Principal Financial Officer) |
3
Exhibit 10.1
AMENDMENT NO. 2 TO WARRANT AGREEMENT
This amendment (this “Amendment”)
is made as of October 25, 2023, by and between indie Semiconductor, Inc., a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”),
and constitutes an amendment to 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 as supplemented and amended by that certain Assignment, Assumption
and Amendment Agreement by and between THBR, the Company and CST, dated June 10, 2021(the “Existing Warrant Agreement”).
Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant
Agreement.
WHEREAS, on July 20, 2021, THBR domesticated as
a Delaware corporation and changed its name to “indie Semiconductor, Inc.” and, on June 10, 2021, completed its business combination
with Ay Dee Kay, LLC (the “Business Combination”);
WHEREAS, in accordance with Section 4.4 of the Existing
Warrant Agreement, upon effectiveness of the Business Combination, the holders of the Warrants thereafter had the right to purchase and
receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of Ordinary Shares of THBR immediately
theretofore purchasable and receivable upon the exercise of the rights represented thereby, an Alternative Issuance (as defined in the
Existing Warrant Agreement) in shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A common
stock”);
WHEREAS, Section 9.8 of the Existing Warrant Agreement
provides that the Company and the Warrant Agent may amend, subject to certain conditions provided therein, the Existing Warrant Agreement
with the vote or written consent of the Registered Holders of at least a majority of the number of the then-outstanding Warrants;
WHEREAS, the Company desires to amend the Existing
Warrant Agreement to provide the Company with the right to require the holders of the Warrants to exchange all of the outstanding Warrants
for shares of Class A common stock, on the terms and subject to the conditions set forth herein; and
WHEREAS, in the exchange offer and consent solicitation
undertaken by the Company pursuant to the Registration Statement on Form S-4 filed with the U.S. Securities and Exchange Commission, the
Registered Holders of more than a majority of the then-outstanding Warrants consented to and approved this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending
to be legally bound hereby, the parties hereto agree to amend the Existing Warrant Agreement as set forth herein.
1. Amendment
of Existing Warrant Agreement. The Existing Warrant Agreement is hereby amended by adding:
(a) the
new Section 6A thereto:
“6A Mandatory Exchange.
6A.1 The Business Combination. On June
10, 2021, the Company domesticated as a Delaware corporation and changed its name to “indie Semiconductor, Inc.” and completed
its business combination with Ay Dee Kay, LLC (the “Business Combination”). In accordance with Section 4.4 of
this Agreement, upon effectiveness of the Business Combination, the holders of the Warrants thereafter had the right to purchase and receive,
upon the basis and upon the terms and conditions specified in the Warrants and in lieu of Ordinary Shares of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, an Alternative Issuance in shares of Class A common stock,
par value $0.0001 per share, of indie Semiconductor, Inc. (the “Class A common stock”).
6A.2 Company Election to Exchange. Notwithstanding
any other provision in this Agreement to the contrary, all (and not less than all) of the outstanding Warrants may be exchanged, at the
option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon
notice to the Registered Holders of the then-outstanding Warrants, as described in Section 6A.3 below, for shares of Class A common stock
(or any Alternative Issuance pursuant to Section 4.4), at the exchange rate of 0.2565 shares of Class A common stock (or any Alternative
Issuance pursuant to Section 4.4) for each Warrant held by the holder thereof (the “Consideration”) (subject
to equitable adjustment by the Company in the event of any stock splits, stock dividends, recapitalizations, or similar transaction with
respect to the shares of Class A common stock). In lieu of issuing fractional shares, any holder of Warrants who would otherwise have
been entitled to receive fractional shares as Consideration will, after aggregating all such fractional shares of such holder, be paid
in cash (without interest) in an amount equal to such fractional part of a share multiplied by $5.34.
6A.3 Date Fixed for, and Notice of, Exchange.
In the event that the Company elects to exchange all of the Warrants, the Company shall fix a date for the exchange (the “Exchange
Date”). Notice of exchange shall be mailed by first class mail, postage prepaid, by the Company not less than 15 days prior
to the Exchange Date to the Registered Holders at their last addresses as they shall appear on the registration books. Any notice mailed
in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such
notice. The Company will make a public announcement of its election following the mailing of such notice.
6A.4 Exercise After Notice of Exchange.
The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with subsection 3.3.1(c) of
this Agreement) at any time after notice of exchange shall have been given by the Company pursuant to Section 6A.3 hereof
and prior to the Exchange Date. On and after the Exchange Date, the Registered Holder of the Warrants shall have no further rights except
to receive, upon surrender of the Warrants, the Consideration.
2. Miscellaneous
Provisions.
2.1 Severability.
This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.
2.2 Applicable
Law. The validity, interpretation, and performance of this Amendment and of the Warrants shall be governed in all respects by the
laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The Company hereby agrees that any action, proceeding, or claim against it arising out of or relating in
any way to this Amendment shall be brought and enforced in the courts of the State of New York or the United States District Court for
the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby
waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
2.3 Counterparts.
This Amendment may be executed in any number of counterparts (which may include counterparts delivered by any standard form of telecommunication)
and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import
in this Amendment or in any other certificate, agreement, or document related to this Amendment, if any, shall include images of manually
executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif,”
or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received,
or stored by electronic means) shall be of the same legal effect, validity, and enforceability as a manually executed signature or use
of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
2.4 Effect
of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation
thereof.
2.5 Entire
Agreement. The Existing Warrant Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and
supersedes all prior agreements, understandings, arrangements, promises, and commitments, whether written or oral, express, or implied,
relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises, and commitments are hereby
canceled and terminated.
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the parties has caused
this Amendment to be duly executed as of the date first above written.
| |
INDIE SEMICONDUCTOR, INC. |
| |
|
| |
By: |
/s/
Audrey Wong |
| |
|
Name: |
Audrey Wong |
| |
|
Title: |
Chief Legal Officer |
| |
|
| |
CONTINENTAL STOCK TRANSFER & TRUST
COMPANY, as Warrant Agent |
| |
|
| |
By: |
/s/
Douglas Reed |
| |
|
Name: |
Douglas Reed |
| |
|
Title: |
Vice President of Account Administration |
3
Exhibit 99.1
indie Semiconductor Completes Exchange Offer and Consent Solicitation and Notice to Exercise Right to Exchange Remaining Outstanding Warrants
ALISO VIEJO, California, Oct. 25, 2023 (GLOBE
NEWSWIRE) – indie Semiconductor, Inc. (NASDAQ: INDI) (“indie” or the “Company”), an Autotech solutions innovator,
has completed its previously announced exchange 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”). The Company issued 7,027,517 shares of
Class A common stock in exchange for the Warrants tendered in the Offer.
The Company also entered into the related amendment
to the warrant agreement governing the warrants (the “Amendment No. 2”) and announced that it will exercise its right, in
accordance with the terms of Amendment No. 2, to exchange all remaining untendered Warrants at an exchange ratio of 0.2565 shares of Class
A common stock for each Warrant. The Company has fixed the date for such exchange as November 9, 2023.
As a result of the completion of the
Exchange Offer and the upcoming exchange for the remaining untendered Warrants, no Warrants will remain outstanding. Accordingly,
the Warrants are expected to be suspended from trading on the Nasdaq Capital Market (“Nasdaq”) as of the close of
business on November 8, 2023, and will be delisted. The Class A common stock will continue to be listed and trade on the Nasdaq
under the symbol INDI.
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 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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