Current Report Filing (8-k)
June 22 2023 - 5:21PM
Edgar (US Regulatory)
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2023-06-15
2023-06-15
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TBCPU:UnitsEachConsistingOfOneShareOfClassCommonStockAndOnefifthOfOneRedeemableWarrantMember
2023-06-15
2023-06-15
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TBCPU:ClassCommonStockParValue0.0001PerShareMember
2023-06-15
2023-06-15
0001815753
TBCPU:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockFor11.50PerShareMember
2023-06-15
2023-06-15
iso4217:USD
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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 incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
9912 Georgetown Pike
Suite D203
Great Falls, Virginia
(Address of principal
executive offices, including zip code)
22066
(Zip Code)
Registrant’s telephone
number, including area code: (202) 431-0507
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing 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 (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which
Registered |
Units, each consisting of one share of Class A Common Stock and one-fifth of one Redeemable Warrant |
|
TBCPU |
|
The NASDAQ Stock Market LLC |
Class A Common Stock, par value $0.0001 per share |
|
TBCP |
|
The NASDAQ Stock Market LLC |
Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share |
|
TBCPW |
|
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 (§230.405 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 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 15, 2023, Thunder
Bridge Capital Partners III, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department
(the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive
business days, the Company’s Market Value of Listed Securities (“MVLS”) was below the $35 million minimum requirement
for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”).
The notification received
has no immediate effect on the Company’s Nasdaq listing. In accordance with Nasdaq rules, the Company has been provided an initial
period of 180 calendar days, or until December 21, 2023 (the “Compliance Date”), to regain compliance with the MVLS Requirement.
If, at any time before the Compliance Date, the Company’s MVLS closes at $35 million or more for a minimum of 10 consecutive business
days, the Staff will provide the Company written confirmation of compliance with the MVLS Requirement.
The Company intends to monitor
the market value of the Company’s listed securities and may, if appropriate, consider available options to regain compliance with
the MVLS Requirement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
See the Exhibit Index below,
which is incorporated by reference herein.
Exhibit No. |
|
Description |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
[Signature to follow]
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.
Dated: June 22, 2023
|
THUNDER BRIDGE CAPITAL PARTNERS III, INC. |
|
|
|
|
By: |
/s/ Gary A. Simanson |
|
Name: |
Gary A. Simanson |
|
Title: |
Chief Executive Officer |
2
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