Washington, D.C. 20549
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 88605T 100 |
13D/A |
Page 2 of 9 pages |
1 |
Names of Reporting Person.
TBCP III, LLC |
2 |
Check the Appropriate Box if a Member of
a Group
(a) ☐
(b) ☐ |
3 |
SEC Use Only
|
4 |
Source of Funds (See Instructions)
WC |
5 |
Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship or Place of Organization |
|
|
|
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
11,353,000 (1) |
8 |
Shared Voting Power (see Item 5 below)
0 |
9 |
Sole Dispositive Power
11,353,000 (1) |
10 |
Shared Dispositive Power (see Item 5 below)
0 |
11 |
Aggregate Amount Beneficially Owned by
Each Reporting Person
11,353,000 (1) |
12 |
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares ☐
|
13 |
Percent of Class Represented by Amount
in Row (11)
91.2% |
14 |
Type of Reporting Person
OO |
(1) |
Includes (i) 10,350,000 shares of the Issuer’s Class B common stock, $0.0001 par value per share (“Class B Common Stock”), which are automatically convertible into shares of the Issuer’s Class A common stock, $0.0001 par value per share (“Class A Common Stock” and, together with the Class A Common Stock, the “Common Stock”) at the time of the Issuer’s initial business combination, and as more fully described and referred to as founder shares in the Issuer’s Registration Statement on Form S-1 (File No. 333-252109) (the “Registration Statement”) and (ii) 1,003,000 shares of the Issuer’s Class A Common Stock, referred to as placement shares in the Registration Statement. |
CUSIP No. 88605T 100 |
13D/A |
Page 3 of 9 pages |
1 |
Names of Reporting Person.
Gary A. Simanson |
2 |
Check the Appropriate Box if a Member of
a Group
(a) ☐
(b) ☐ |
3 |
SEC Use Only
|
4 |
Source of Funds (See Instructions)
OO |
5 |
Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship or Place of Organization |
|
|
|
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
100,000 (2) |
8 |
Shared Voting Power (see Item 5 below)
11,353,000 (1)(3) |
9 |
Sole Dispositive Power
100,000 (2) |
10 |
Shared Dispositive Power (see Item 5 below)
11,353,000 (1)(3) |
11 |
Aggregate Amount Beneficially Owned by
Each Reporting Person
11,453,000 (1)(2)(3) |
12 |
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares ☐
|
13 |
Percent of Class Represented by Amount
in Row (11)
92.0% |
14 |
Type of Reporting Person
IN |
(1) | Includes
(i) 10,350,000 shares of the Issuer’s Class B common stock, $0.0001 par value per share (“Class B Common Stock”), which
are automatically convertible into shares of the Issuer’s Class A common stock, $0.0001 par value per share (“Class A Common
Stock” and, together with the Class A Common Stock, the “Common Stock”) at the time of the Issuer’s initial business
combination, and as more fully described and referred to as founder shares in the Issuer’s Registration Statement on Form S-1 (File
No. 333-252109) (the “Registration Statement”) and (ii) 1,003,000 shares of the Issuer’s Class A Common Stock, referred
to as placement shares in the Registration Statement. |
(2) | Includes 100,000 shares of the Issuer’s Class A Common
Stock purchased in the Issuer’s initial public offering. |
(3) | TBCP III, LLC (the “Sponsor”) is the record holder
of the securities reported herein. Gary A. Simanson is the managing member of the Sponsor. Mr. Simanson may be deemed to have shared
beneficial ownership of the shares held by the Sponsor by virtue of his control over the Sponsor, as managing member of the Sponsor.
Mr. Simanson disclaims beneficial ownership of the shares of Class A Common Stock held by the Sponsor, other than to the extent of his
pecuniary interest in such shares. |
CUSIP No. 88605T 100 |
13D/A |
Page 4 of 9 pages |
SCHEDULE 13D/A
EXPLANATORY NOTE
This Amendment No.1 to Schedule
13D (this “Schedule 13D/A”) is being filed on behalf of TBCP III, LLC, a Delaware limited liability company (the “Sponsor”),
and Gary A. Simanson (together with the Sponsor, the “Reporting Persons”) for the sole purpose of updating the ownership percentages
of the Reporting Persons reported in the Schedule 13D filed by the Reporting Persons with the SEC on February 19, 2021 (the “Statement”)
as a result of the redemption of 40,302,259 shares of Class A Common Stock of the Issuer (defined below), as reported in the Current Report
on Form 8-K filed by the Issuer on December 22, 2022.
This Schedule 13D/A is being
filed to report amendments to the Statement as specifically set forth herein. Unless otherwise indicated herein, each capitalized term
used but not otherwise defined herein shall have the meaning assigned to such term in the Statement.
Item 1. Security and Issuer
Securities acquired: Class
A common stock, par value $0.0001 per share (“Class A Common Stock”)
|
Issuer: |
Thunder
Bridge Capital Partners III Inc. |
|
|
9912 Georgetown Pike, Suite D203 |
|
|
Great Falls, Virginia 22066 |
Item 2. Identity and Background
This Schedule 13D/A is being
filed by TBCP III, LLC (the “Sponsor”) and Gary A. Simanson (each a “Reporting Person” and, collectively, the
“Reporting Persons”).
Sponsor is organized under
the laws of the State of Delaware. Mr. Gary A. Simanson is a citizen of the United States. The address for the principal business office
of each Reporting Person is 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066.
The principal business of the
Sponsor is investing in securities of the Issuer. Mr. Simanson serves and the President and Chief Executive Officer of the Issuer and
as the managing member of the Sponsor. The principal occupation of Mr. Simanson is Chief Executive Officer of Thunder Bridge Capital,
LLC.
During the last five years,
none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price for the Placement
Units (as defined below) was $10,030,000. The aggregate purchase price for the Founder Shares (as defined below) was $25,000. In
each case, the source of these funds was the working capital of Sponsor.
The aggregate purchase price
for the 100,000 Units purchased in the Issuer’s initial public offering (the “IPO”) was $1,000,000. The source of these
funds was personal funds of Mr. Simanson.
CUSIP No. 88605T 100 |
13D/A |
Page 5 of 9 pages |
Item 4. Purpose of the Transaction
Founder Shares
In June 2020, the Sponsor purchased
8,625,000 shares of Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately
$0.003 per share. In February 2021, the Issuer effected a stock dividend of 0.2 shares for each Founder Share outstanding, resulting in
the Sponsor holding an aggregate number of 10,350,000 Founder Shares. The Founder Shares will automatically convert into shares of Class
A Common Stock at the time of the Issuer’s initial business combination (the “Business Combination”) on a one-for-one
basis, subject to adjustment pursuant to certain anti-dilution rights.
Placement Units
On February 4, 2021, Sponsor
purchased 1,003,000 placement units (the “Placement Units”) from the Issuer for an aggregate purchase price of $10,030,000
(the “Placement Unit Purchase Agreement”). Each Placement Unit consists of one share of Class A Common Stock (each, a “Placement
Share”) and one-fifth of one redeemable warrant (each, a “Placement Warrant”). Each whole Placement Warrant is exercisable
to purchase one share Class A Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the
later of (i) twelve (12) months from the date of the closing of the IPO and (ii) 30 days following the consummation of the Business Combination.
The foregoing description of the Placement
Unit Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of
the agreement, which is attached as an exhibit hereto and incorporated herein by reference.
Letter Agreement
Sponsor and the Issuer entered
into a letter agreement (the “Letter Agreement”) pursuant to which Sponsor agreed to (i) waive its redemption rights with
respect to its Founder Shares, Placement Shares and Class A Common Stock in connection with the completion of the Business Combination,
(ii) waive its redemption rights with respect to its Founder Shares, Placement Shares and Class A Common Stock in connection with a stockholder
vote to approve an amendment to the Issuer’s amended and restated certificate of incorporation (A) to modify the substance or timing
of the Issuer’s obligation to allow redemption in connection with the Issuer’s Business Combination or certain amendments
to the Issuer’s charter prior thereto or to redeem 100% of the Issuer’s Class A Common Stock if the Issuer does not complete
the Business Combination within 24 months from the closing of the IPO (subsequently extended up to an additional 6 months) or (B) with
respect to any other provision relating to stockholders’ rights or pre-Business Combination activity and (iii) waive its rights
to liquidating distributions from the trust account with respect to its Founder Shares and Placement Shares if the Issuer fails to complete
the Business Combination within 24 months from the closing of the IPO (subsequently extended up to an additional 6 months), although Sponsor
will be entitled to liquidating distributions from the trust account with respect to any Class A Common Stock it holds if the Issuer fails
to complete the Business Combination within the prescribed time frame.
Voting Agreement
Pursuant to the Letter Agreement,
Sponsor agreed to vote any Founder Shares, Placement Shares, and any Class A Common Stock purchased during or after the IPO (including
in open market and privately negotiated transactions) in favor of the Business Combination. If the Issuer submits the Business Combination
to its public stockholders for a vote, the Issuer will complete the Business Combination only if a majority of the outstanding shares
of Common Stock voted are voted in favor of the Business Combination.
CUSIP No. 88605T 100 |
13D/A |
Page 6 of 9 pages |
Lock-up Agreement
Further pursuant to the Letter
Agreement, Sponsor agreed that the Founder Shares, Placement Units, and securities contained therein are not transferable or salable (i)
in the case of the Founder Shares, until the earlier of (A) one year after the completion of the Business Combination or (B) subsequent
to the Business Combination, (x) if the last sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after the Business Combination, or (y) the date on which the Issuer completes a liquidation, merger, capital
stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their
shares of Common Stock for cash, securities or other property, and (ii) in the case of the Placement Units, including the component securities
therein, until 30 days after the completion of the Business Combination, with certain limited exceptions.
The foregoing description of the Letter Agreement does not purport
to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is attached as an exhibit
hereto and incorporated herein by reference.
Registration Rights Agreement
In connection with the closing
of the IPO, the Issuer entered into a registration rights agreement (the “Registration Rights Agreement”) with the Sponsor,
pursuant to which Sponsor is entitled to make up to three demands, excluding short form demands, that the Issuer register Founder Shares,
Placement Units, any Class A Common Stock issuable upon the exercise of a Placement Warrant, any Class A Common Stock issuable upon the
conversion of the Founder Shares, and any Class A Common Stock that may be issued as part of working capital loans. In addition, Sponsor
has certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Business Combination
and rights to require the Issuer to register for resale such securities pursuant to Rule 415 under the Securities Act.
The foregoing description of the Registration Rights Agreement
does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is attached
as an exhibit hereto and incorporated herein by reference.
General
The Reporting Persons acquired
the securities described in this Schedule 13D/A for investment purposes and intend to review their investments in the Issuer on a continuing
basis. Subject to the terms of the Letter Agreement, any actions the Reporting Persons might undertake may be made at any time and from
time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not
limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s
securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities;
and other future developments.
Subject to the terms of the
Letter Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities
then held, in the open market or in privately negotiated transactions, including pursuant to registered transactions pursuant to the Registration
Rights Agreement. In addition, the Reporting Persons and their designees to the Issuer’s board of directors (the “Board”)
may engage in discussions with management, the Board, and securityholders of the Issuer and other relevant parties or encourage, cause
or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization
or other transaction that could result in the de-listing or de-registration of the Class A Common Stock; sales or acquisitions of assets
or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business
or corporate structure, including changes in management or the composition of the Board. There can be no assurance, however, that any
Reporting Person will propose such a transaction or that any such transaction would be successfully implemented.
Other than as described
above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters
listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may
change their purpose or formulate different plans or proposals with respect thereto at any time.
CUSIP No. 88605T 100 |
13D/A |
Page 7 of
9 pages |
Item 5. Interest in Securities of the Issuer
(a)-(b) The following sets
forth, as of the date of this Schedule 13D/A, the aggregate number of shares of Class A Common Stock and percentage of Class A Common
Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting
Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct
the disposition of or shared power to dispose or to direct the disposition of, as of the date hereof, based on 12,450,741 shares of Class
A Common Stock outstanding as of December 16, 2022 (after giving effect to the redemptions reported in the Form 8-K filed by the Issuer
on December 22, 2022), which includes: (i) 1,097,741 shares of Class A Common Stock, (ii) 1,003,000 shares of Class A Common Stock issuable
upon exercise of the Placement Units, and (iii) 10,350,000 shares of Class A Common Stock issuable upon conversion of the Founder Shares.
TBCP III, LLC
a) |
|
Amount beneficially owned: 11,353,000 |
Percentage: 91.2% |
b) |
|
Number of shares to which the Reporting Person has: |
|
|
i. |
Sole power to vote or to direct the vote: |
11,353,000 |
|
ii. |
Shared power to vote or to direct the vote: |
0 |
|
iii. |
Sole power to dispose or to direct the disposition of: |
11,353,000 |
|
iv. |
Shared power to dispose or to direct the disposition of: |
0 |
Gary A. Simanson
a) |
|
Amount beneficially owned: 11,453,000 |
Percentage: 92.0% |
b) |
|
Number of shares to which the Reporting Person has: |
|
|
i. |
Sole power to vote or to direct the vote: |
100,000 |
|
ii. |
Shared power to vote or to direct the vote: |
11,353,000 |
|
iii. |
Sole power to dispose or to direct the disposition of: |
100,000 |
|
iv. |
Shared power to dispose or to direct the disposition of: |
11,353,000 |
The securities reported above
are held of record by Sponsor and include: (i) 1,003,000 shares of Class A Common Stock underlying the Placement Units, and (ii) 10,350,000
shares of Class A Common Stock issuable upon conversion of the Founder Shares. Gary A. Simanson is the managing member of the Sponsor.
As a result, Mr. Simanson has voting and investment discretion with respect to the Class A Common Stock held by the Sponsor. Mr. Simanson
may thus be deemed to have beneficial ownership of the Class A Common Stock held directly by the Sponsor. Mr. Simanson disclaims any beneficial
ownership of the reported shares other than to the extent of any pecuniary interest he or she may have therein, directly or indirectly.
Mr. Simanson, in his individual
capacity, purchased 100,000 Units in the IPO for $1,000,000. Each Unit consists of one share of Class A Common Stock and one-fifth of
one warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock at $11.50 per share.
(c) None of the Reporting Persons
has effected any transactions of the Issuer’s Common Stock during the 60 days preceding the date of this report, except as described
in Item 4 of this Schedule 13D/A, which information is incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
CUSIP No. 88605T 100 |
13D/A |
Page 8 of
9 pages |
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Item 4 above summarizes certain
provisions of the Placement Unit Purchase Agreement, Letter Agreement, and Registration Rights Agreement and is incorporated herein by
reference. Copies of these agreements are attached as exhibits to this Schedule 13D, and are incorporated herein by reference.
Except as set forth herein,
none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning
the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit 1 |
|
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 2 |
|
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 3 |
|
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 4 |
|
Joint
Filing Agreement, by and among the Reporting Persons (incorporated by reference to Exhibit 99.4 to the Form 13D filed by the
Reporting Persons with the SEC on February 19, 2021). |
CUSIP No. 88605T 100 |
13D/A |
Page 9 of
9 pages |
SIGNATURE
After reasonable 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.
Date: February 13, 2023 |
TBCP III, LLC |
|
|
|
|
By: |
/s/ Gary A. Simanson |
|
Name: |
Gary A. Simanson |
|
Title: |
Managing Member |
|
|
|
|
/s/ Gary A. Simanson |