TBCPU / Thunder Bridge Capital Partners III Inc - Units (1 Ord Share Class A & 1/5 War) - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39998 THUNDER BRIDGE CAPITAL PARTNERS III, INC. (Exact name of registra

Thunder Bridge Capital Partners III, Inc. Announces its Intention to Liquidate

Exhibit 99.1 Thunder Bridge Capital Partners III, Inc. Announces its Intention to Liquidate New York, New York, December 7, 2023 - Thunder Bridge Capital Partners III, Inc. (NASDAQ: TBCPU) (the “Company”) announced today that the board of directors of the Company (the “Board”) has determined that the Company cannot complete a merger, capital stock exchange, asset acquisition, stock purchase, reorg

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): December 7, 2023 Thunder Bridge C

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): December 7, 2023 Thunder Bridge Capital Partners III, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39998 85-1445798 (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39998 THUND

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): November 8, 2023 Thunder Bridge Capital Partners III, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39998 85-1445798 (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39998 THUNDER BR

TBCP / Thunder Bridge Capital Partners III Inc - Class A / TBCP III, LLC - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Thunder Bridge Capital Partners III, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 88605T 100 (CUSIP Number) Gary A. Simanson 9912 Georgetown Pike Suite D203 Great Falls, Virginia 22066 Telephone: (202) 431-0507

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

Amendment to Amended and Restated Certificate of Incorporation of the Company.

Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THUNDER BRIDGE CAPITAL PARTNERS III, INC. Pursuant to Section 242 of the Delaware General Corporation Law Thunder Bridge Capital Partners III, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1) The name of the Corporation i

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): August 4, 2023 Thunder Bridge Cap

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): August 4, 2023 Thunder Bridge Capital Partners III, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39998 85-1445798 (State or other jurisdiction of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

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): July 3, 2023 Thunder Bridge Capit

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): July 3, 2023 Thunder Bridge Capital Partners III, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39998 85-1445798 (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

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): June 15, 2023 Thunder Bridge Capi

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): June 15, 2023 Thunder Bridge Capital Partners III, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39998 85-1445798 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39998 THUNDER B

Description of Registered Securities.*

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2022, Thunder Bridge Capital Partners III, Inc. (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its u

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39998 THUNDER BRIDGE

Amendment to the Amended and Restated Certificate of Incorporation.*

Exhibit 3.3 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THUNDER BRIDGE CAPITAL PARTNERS III INC. Pursuant to Section 242 of the Delaware General Corporation Law Thunder Bridge Capital Partners III Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1) The name of the Corporation is Thunder

Other Events

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): February 17, 2023 Thunder Bridge Capital Partners III, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39998 85-1445798 (State or other jurisdiction of incorp

TBCP / Thunder Bridge Capital Partners III Inc. Class A / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 tbcp20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Thunder Bridge Capital Partners III Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88605T100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check

TBCP / Thunder Bridge Capital Partners III Inc. Class A / TBCP III, LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Thunder Bridge Capital Partners III Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 88605T 100 (CUSIP Number) Gary A. Simanson 9912 Georgetown Pike Suite D203 Great Falls, Virginia 22066 Telephone: (202) 431-0507

TBCP / Thunder Bridge Capital Partners III Inc. Class A / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 sc13gathunderbridge.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Thunder Bridge Capital Partners III Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88605T100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing o

TBCP / Thunder Bridge Capital Partners III Inc. Class A / Weiss Asset Management LP Passive Investment

=============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders

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): December 16, 2022 Thunder Bridge Capital Partners III, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39998 85-1445798 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Thunder Bridge Capital Partners III Inc. 9912 Georgetown Pike Suite D203 Great Falls, VA

CORRESP 1 filename1.htm Thunder Bridge Capital Partners III Inc. 9912 Georgetown Pike Suite D203 Great Falls, VA 22066 VIA EDGAR November 25, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street, NE Washington, D.C. 20549 Attn: Isabel Rivera; Jeffrey Gabor Re: Thunder Bridge Capital Partners III Inc. Preliminary Proxy Statem

Other Events, Shareholder Director Nominations

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): November 17, 2022 Thunder Bridge Capital Partners III Inc. (Exact name of registrant as specified in its charter) Delaware 001-39998 85-1445798 (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39998 THUNDER BRIDGE CAPI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39998 THUNDER BRIDGE CAPITAL P

Promissory Note, dated as of March 25, 2022, issued to TBCP III, LLC. (5)

EX-10.1 2 f10q0322ex10-1thunderbri3.htm PROMISSORY NOTE ISSUED TO TBCP III, LLC ON MARCH 25, 2022 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39998 THUNDER BRIDGE CAPITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40382 THUNDER BRIDGE CA

TBCP / Thunder Bridge Capital Partners III Inc. Class A / ARISTEIA CAPITAL LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Thunder Bridge Capital Partners III Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 88605T100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

TBCP / Thunder Bridge Capital Partners III Inc. Class A / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Thunder Bridge Capital Partners III Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88605T100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

TBCP / Thunder Bridge Capital Partners III Inc. Class A / Weiss Asset Management LP Passive Investment

Converted by EDGARwiz CUSIP NO. 88605T100 SCHEDULE 13G PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Thunder Bridge Capital Partners III Inc. - (Name of Issuer) Class A Common Stock, par value $0.0001 pe

TBCP / Thunder Bridge Capital Partners III Inc. Class A / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) THUNDER BRIDGE CAPITAL PARTNERS III INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 88605T100 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39998 THUNDER BRIDGE CAPI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39998 THUNDER BRIDGE CAPITAL P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39998 THUNDER BRIDGE CAPITAL

Financial Statements and Exhibits, Other Events

8-K 1 ea138667-8kthunderbridge3.htm CURRENT REPORT 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): March 30, 2021 (March 26, 2021) Thunder Bridge Capital Partners III INC. (Exact name of registrant as specified in its charter) Dela

Thunder Bridge Capital Partners III Inc.

Exhibit 99.1 Thunder Bridge Capital Partners III Inc. Announces the Separate Trading of its Class A Common Stock and Warrants, commencing March 29, 2021 New York, March 26, 2021 (GLOBE NEWSWIRE) - Thunder Bridge Capital Partners III Inc. (the ?Company?) announced today that, commencing March 29, 2021, holders of the 41,400,000 units sold in the Company?s initial public offering may elect to separa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 THUNDER BRIDGE CAPITAL PARTNERS III INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 THUNDER BRIDGE CAPITAL PARTNERS III INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 88605T209** (CUSIP Number) FEBRUARY 24, 2021 (Date of event which requires filing of this statement) Check the appropriate box to desi

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Thunder Bridge Capital Partners III Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of C

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Thunder Bridge Capital Partners III Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 88605T 100 (CUSIP Number) Gary A. Simanson 9912 Georgetown Pike Suite D203 Great Falls, Virginia 22066 Telephone: (202) 431-0507 (

Joint Filing Agreement, by and among the Reporting Persons.

EX-99.4 2 ea136020ex99-4thunder3.htm JOINT FILING AGREEMENT, BY AND AMONG THE REPORTING PERSONS Exhibit 99.4 JOINT FILING AGREEMENT AGREEMENT dated as of February 18, 2021, by and between TBCP III, LLC and Gary A. Simanson (together, the “Parties”). Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial ownership of Common Stock, $0.0001 pa

Other Events, Financial Statements and Exhibits

8-K 1 ea135624-8kthunderbridge3.htm CURRENT REPORT 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): February 16, 2021 (February 10, 2021) THUNDER BRIDGE CAPITAL PARTNERS III INC. (Exact name of registrant as specified in its charter

INDEX TO FINANCIAL STATEMENTS THUNDER BRIDGE CAPITAL PARTNERS III INC.

Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS THUNDER BRIDGE CAPITAL PARTNERS III INC. Page Report of Independent Registered Public Accounting Firm F-2 Financial Statements: Balance Sheet F-3 Notes to Balance Sheet F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Thunder Bridge Capital Partners III Inc. Opinion on the financial statement We have audi

Advisory Services Agreement, dated February 4, 2021, by and among the Company and Thunder Bridge Capital, LLC.

Exhibit 10.3 THUNDER BRIDGE CAPITAL PARTNERS III INC. 9912 Georgetown Pike Suite D203 Great Falls, Virginia 22066 February 4, 2021 Thunder Bridge Capital, LLC 9912 Georgetown Pike Suite D203 Great Falls, Virginia 22066 Re: Advisory Services Agreement Ladies and Gentlemen: This letter agreement by and between Thunder Bridge Capital Partners III Inc. (the “Company”) and Thunder Bridge Capital, LLC (

Placement Unit Purchase Agreement, dated as of February 4, 2021, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.6 to the Form 8-K filed by the Issuer with the SEC on February 10, 2021).

Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 4th day of February 2021, by and between Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), having its principal place of business at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, and TBCP III, LLC, a Delaware limited liability company (the

Administrative Services Agreement, dated February 4, 2021, by and among the Company and First Capital Group, LLC.

Exhibit 10.2 THUNDER BRIDGE CAPITAL PARTNERS III INC. 9912 Georgetown Pike Suite D203 Great Falls, Virginia 22066 February 4, 2021 First Capital Group, LLC 9912 Georgetown Pike Suite D203 Great Falls, Virginia 22066 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Thunder Bridge Capital Partners III Inc. (the “Company”) and First Capital Group, LLC (

Investment Management Trust Account Agreement, dated February 4, 2021, by and between Continental Stock Transfer & Trust Company, as trustee, and the Company. (1)

Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 4, 2021, by and between Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1,

Amended and Restated Certificate of Incorporation.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THUNDER BRIDGE CAPITAL PARTNERS III, INC. February 4, 2021 Thunder Bridge Capital Partners III, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Thunder Bridge Capital Partners III, Inc.” The original certificate

Insider Letter, dated as of February 4, 2021, by and among the Issuer, the Sponsor, and the executive officers and directors of the Issuer (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer with the SEC on February 10, 2021).

Exhibit 10.1 February 4, 2021 Thunder Bridge Capital Partners III Inc. 9912 Georgetown Pike, Suite D203 Great Falls, VA 22066 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Thunder Bridge Capital Partners III Inc., a Delaware corp

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 ea135091-8kthunderbridge3.htm CURRENT REPORT 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): February 10, 2021 (February 4, 2021) THUNDER BRIDGE CAPITAL PARTNERS III INC. (Exact name of registrant as specified in its charter)

Registration Rights Agreement, dated as of February 4, 2021, by and among the Issuer and certain security holders including the Sponsor (incorporated by reference to Exhibit 10.5 to the Form 8-K filed by the Issuer with the SEC on February 10, 2021).

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 4, 2021, is made and entered into by and among Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), and TBCP III, LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreeme

Underwriting Agreement, dated February 4, 2021, by and between the Company and Morgan Stanley & Co. LLC

Exhibit 1.1 36,000,000 Units Thunder Bridge Capital Partners III Inc. UNDERWRITING AGREEMENT February 4, 2021 Morgan Stanley & Co. LLC. 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Thunder Bridge Capital Partners III Inc., a Delaware corporations (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreement”), to sell to you and, as applica

Thunder Bridge Capital Partners III Inc. Announces Pricing of Upsized $360,000,000 Initial Public Offering

Exhibit 99.1 Thunder Bridge Capital Partners III Inc. Announces Pricing of Upsized $360,000,000 Initial Public Offering New York, NY , Feb. 04, 2021 (GLOBE NEWSWIRE) - Thunder Bridge Capital Partners III Inc. (the “Company”) announced today that it priced its upsized initial public offering of 36,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Capital Market (“Nasdaq”) and

Thunder Bridge Capital Partners III Inc. Announces Closing of $414,000,000 Initial Public Offering

Exhibit 99.2 Thunder Bridge Capital Partners III Inc. Announces Closing of $414,000,000 Initial Public Offering New York, NY – February 10, 2021 – Thunder Bridge Capital Partners III Inc. (NASDAQ: TBCPU) (the “Company”) announced today that it closed its initial public offering of 41,400,000 units, including 5,400,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotmen

Warrant Agreement, dated February 4, 2021, by and between Continental Stock Transfer & Trust Company, as warrant agent, and the Company. (1)

Exhibit 4.1 THUNDER BRIDGE CAPITAL PARTNERS III INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of February 4, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 4, 2021 is by and between Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warran

$360,000,000 Thunder Bridge Capital Partners III Inc. 36,000,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-252109 and 333-252755 $360,000,000 Thunder Bridge Capital Partners III Inc. 36,000,000 Units Thunder Bridge Capital Partners III Inc. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with on

- REGISTRATION STATEMENT

As filed on February 4, 2021 with the U.S. Securities and Exchange Commission. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Thunder Bridge Capital Partners III Inc. (Exact name of registrant as specified in its charter) Delaware 6770 85-1445798 (State or other jurisdiction of incorpora

- FOR REGISTRATION OF CERTAIN CLASSES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Thunder Bridge Capital Partners III Inc. (Exact name of registrant as specified in its charter) Delaware 85-1445798 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant**

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1, File No. 3

Form of Underwriting Agreement**

EX-1.1 2 fs12021a3ex1-1thunder3.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 30,000,000 Units Thunder Bridge Capital Partners III Inc. UNDERWRITING AGREEMENT [●], 2021 Morgan Stanley & Co. LLC. 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Thunder Bridge Capital Partners III Inc., a Delaware corporations (the “Company”), proposes, subject to the terms and conditions stated in this

Form of Amended and Restated Certificate of Incorporation**

EX-3.2 3 fs12021a3ex3-2thunder3.htm FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THUNDER BRIDGE CAPITAL PARTNERS III INC. [ ], 2021 Thunder Bridge Capital Partners III Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the

Form of Placement Unit Purchase Agreement between the Registrant and TBCP III, LLC**

Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [●] day of [●] 2021, by and between Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), having its principal place of business at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, and TBCP III, LLC, a Delaware limited liability company (the “Subs

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant**

EX-4.4 5 fs12021a3ex4-4thunder3.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY, LLC AND THE REGISTRANT Exhibit 4.4 THUNDER BRIDGE CAPITAL PARTNERS III INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of , 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021 is by and between Thunder Bridge Capital Partners III Inc., a De

Specimen Unit Certificate**

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 88605T 209 THUNDER BRIDGE CAPITAL PARTNERS III INC. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FIFTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class

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Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 February 2, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attn: Geoff Kruczek Re: Thunder Bridge Capital Partners III, Inc. Registration Statement on Form S-1 Registration File No. 333-252109 Ladies and Gentlemen: In accordance with Rule 461 un

Form of Letter Agreement among the Registrant and our officers, directors and TBCP III, LLC**

Exhibit 10.1 , 2021 Thunder Bridge Capital Partners III Inc. 9912 Georgetown Pike, Suite D203 Great Falls, VA 22066 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Thunder Bridge Capital Partners III Inc., a Delaware corporation (t

Form of Registration Rights Agreement between the Registrant and certain security holders**

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), and TBCP III, LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pursuan

- AMENDMENT NO. 3 TO FORM S-1

As filed with the United States Securities and Exchange Commission on February 2, 2021 under the Securities Act of 1933, as amended Registration No.

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Thunder Bridge Capital Partners III Inc. 9912 Georgetown Pike Suite D203 Great Falls, Virginia 22066 February 1, 2021 VIA EDGAR Geoff Kruczek Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-4561 Re: Thunder Bridge Capital Partners III Inc. Registration Statement on Form S-1 Filed January 15, 2021, as amended Fi

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CORRESP 1 filename1.htm Thunder Bridge Capital Partners III Inc. 9912 Georgetown Pike Suite D203 Great Falls, Virginia 22066 January 29, 2021 VIA EDGAR Geoff Kruczek Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-4561 Re: Thunder Bridge Capital Partners III Inc. Registration Statement on Form S-1 Filed January

- REGISTRATION STATEMENT

As filed with the United States Securities and Exchange Commission on January 28, 2021 under the Securities Act of 1933, as amended Registration No.

Code of Ethics. (2)

Exhibit 14 FORM OF CODE OF ETHICS OF THUNDER BRIDGE CAPITAL PARTNERS III INC. 1. Introduction The Board of Directors (the “Board”) of Thunder Bridge Capital Partners III Inc. (the “Company”) has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are hire

Consent of Allerd D. Stikker.*

Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Thunder Bridge Capital Partners III Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors

Consent of Mary Anne Gillespie.*

EX-99.4 21 fs12021a1ex99-4thunder3.htm CONSENT OF MARY ANNE GILLESPIE Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Thunder Bridge Capital Partners III Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the

Form of Indemnity Agreement*

Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided

Form of Registration Rights Agreement between the Registrant and certain security holders*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Thunder Bridge Capital Partners III Inc.., a Delaware corporation (the “Company”), and TBCP III, LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pursua

Form of Advisory Agreement by and between the Registrant and Thunder Bridge Capital, LLC.*

EX-10.9 15 fs12021a1ex10-9thunder3.htm FORM OF ADVISORY AGREEMENT BY AND BETWEEN THE REGISTRANT AND THUNDER BRIDGE CAPITAL, LLC Exhibit 10.9 THUNDER BRIDGE CAPITAL PARTNERS III INC. 9912 Georgetown Pike Suite D203 Great Falls, Virginia 22066 , 2021 Thunder Bridge Capital, LLC 9912 Georgetown Pike Suite D203 Great Falls, Virginia 22066 Re: Advisory Services Agreement Ladies and Gentlemen: This lett

Form of Amended and Restated Certificate of Incorporation*

EX-3.2 3 fs12021a1ex3-2thunder3.htm FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THUNDER BRIDGE CAPITAL PARTNERS III INC. [ ], 2021 Thunder Bridge Capital Partners III, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of th

Specimen Class A Common Stock Certificate*

EX-4.2 5 fs12021a1ex4-2thunder3.htm SPECIMEN CLASS A COMMON STOCK CERTIFICATE Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 88605T 100 THUNDER BRIDGE CAPITAL PARTNERS III INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS

Specimen Warrant Certificate*

Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Thunder Bridge Capital Partners III Inc. Incorporated Under the Laws of the State of Delaware CUSIP 88605T 118 Warrant Certificate This Warrant Certificate certifies that , or registe

Form of Compensation Committee Charter*

EX-99.2 19 fs12021a1ex99-2thunder3.htm FORM OF COMPENSATION COMMITTEE CHARTER Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF THUNDER BRIDGE CAPITAL PARTNERS III INC. I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Thunder Bridge Capital Partners III Inc. (the “Company”) shall be to

Consent of David E. Mangum.*

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Thunder Bridge Capital Partners III Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors

- REGISTRATION STATEMENT

As filed with the United States Securities and Exchange Commission on January 26, 2021 under the Securities Act of 1933, as amended Registration No.

Form of Audit Committee Charter*

Exhibit 99.1 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF THUNDER BRIDGE CAPITAL PARTNERS III INC. I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Thunder Bridge Capital Partners III Inc. (the “Company”) is to oversee the accounting and financial reporting processes of the Company and its subsidiaries and th

Specimen Class A Common Stock Certificate**

EX-4.1 4 fs12021a1ex4-1thunder3.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 88605T 209 THUNDER BRIDGE CAPITAL PARTNERS III INC. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-QUARTER OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner

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CORRESP 1 filename1.htm VIA EDGAR January 26, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attention: Geoff Kruczek Re: Thunder Bridge Capital Partners, Inc. Registration Statement on Form S-1 Filed January 15, 2021 File No. 333-252109 Dear Mr. Kruczek: Thunder Bridge Capital Partners, Inc., (the “Compa

Form of Placement Unit Purchase Agreement between the Registrant and TBCP III, LLC*

EX-10.6 12 fs12021a1ex10-6thunder3.htm FORM OF PLACEMENT UNIT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND TBCP III, LLC Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [•] day of [•] 2021, by and between Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), having its principal place of business at 9912 Ge

Consent of Robert Hartheimer.*

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Thunder Bridge Capital Partners III Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors

Consent of Stewart J. Paperin*

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Thunder Bridge Capital Partners III Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant*

EX-4.4 7 fs12021a1ex4-4thunder3.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY, LLC AND THE REGISTRANT Exhibit 4.4 THUNDER BRIDGE CAPITAL PARTNERS III INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of , 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021 is by and between Thunder Bridge Capital Partners III Inc., a De

Form of Underwriting Agreement*

EX-1.1 2 fs12021a1ex1-1thunder3.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 30,000,000 Units Thunder Bridge Capital Partners III Inc. UNDERWRITING AGREEMENT [●], 2021 Morgan Stanley & Co. LLC. 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Thunder Bridge Capital Partners III Inc., a Delaware corporations (the “Company”), proposes, subject to the terms and conditions stated in this

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant*

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1, File No. 3

Form of Letter Agreement among the Registrant and our officers, directors and TBCP III, LLC*

Exhibit 10.1 , 2021 Thunder Bridge Capital Partners III Inc. 9912 Georgetown Pike, Suite D203 Great Falls, VA 22066 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Thunder Bridge Capital Partners III Inc., a Delaware corporation (t

Form of Administrative Support Agreement by and between the Registrant and First Capital Group, LLC.*

Exhibit 10.8 THUNDER BRIDGE CAPITAL PARTNERS III INC. 9912 Georgetown Pike Suite D203 Great Falls, Virginia 22066 , 2021 First Capital Group, LLC 9912 Georgetown Pike Suite D203 Great Falls, Virginia 22066 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Thunder Bridge Capital Partners III Inc. (the “Company”) and First Capital Group, LLC (“First Cap

Certificate of Incorporation*

EX-3.1 2 fs12021ex3-1thunderbridge3.htm CERTIFICATE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF INCORPORATION OF THUNDER BRIDGE CAPITAL PARTNERS, INC. June 12, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME T

Securities Subscription Agreement, dated June 12, 2020, between the Registrant and TBCP III, LLC*

EX-10.5 6 fs12021ex10-5thunderbridge3.htm SECURITIES SUBSCRIPTION AGREEMENT, DATED JUNE 12, 2020, BETWEEN THE REGISTRANT AND TBCP III, LLC Exhibit 10.5 Thunder Bridge Capital Partners, Inc. 9912 Georgetown Pike Suite D203 Great Falls, Virginia 22066 June 12, 2020 TBCP, LLC 9912 Georgetown Pike Suite D203 Great Falls, Virginia 22066 RE: Securities Subscription Agreement Ladies and Gentlemen: This a

By Laws*

Exhibit 3.3 BY LAWS OF THUNDER BRIDGE CAPITAL PARTNERS, INC. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered ag

Promissory Note, dated June 12, 2020, issued to TBCP III, LLC*

EX-10.2 5 fs12021ex10-2thunderbridge3.htm PROMISSORY NOTE, DATED JUNE 12, 2020, ISSUED TO TBCP III, LLC Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECU

Amendment to Certificate of Incorporation*

Exhibit 3.1.1

Power of Attorney*

As filed with the United States Securities and Exchange Commission on January 14, 2021 under the Securities Act of 1933, as amended Registration No.

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CORRESP 1 filename1.htm VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 January 14, 2021 Attention: Geoff Kruczek Re: Thunder Bridge Capital Partners, Inc. Confidential Draft Registration Statement Form S-1 Submitted September 4, 2020 CIK No. 0001815753 Dear Mr. Kruczek: Thunder Bridge Capital Partn

This is a confidential draft submission to the U.S. Securities and Exchange Commission on September 4, 2020 and is not being filed under the Securities Act of 1933, as amended.

DRS 1 filename1.htm This is a confidential draft submission to the U.S. Securities and Exchange Commission on September 4, 2020 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Thunder Bridge Capital Partners, Inc. (Exact