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June 16, 2021

Nelson Mullins Represents Thunder Bridge Acquisition II in $1 Billion Business Combination

The deal team of Jon Talcott, Peter Strand, Wells Hall, Mike Bradshaw, Gary Brown, and Kaylen Loflin, with special assistance from Drew Hermiller (Tax), Colleen Kline (HSR), Tony Laurentano (IP), Ed Rubinoff (Export Controls), Cory Manning, Jenni Jokerst, and Axton Crolley (Shareholder Matters) represented Thunder Bridge Acquisition II (Nasdaq: THBR), a special purpose acquisition company (SPAC) in the completion of its business combination with Ay Dee Kay LLC d/b/a indie Semiconductor, an Autotech solutions innovator. The combined company was renamed indie Semiconductor Inc., with its common stock and warrants trading on Nasdaq under the new ticker symbols “INDI” and “INDIW,” respectively. The business combination resulted in gross proceeds of approximately $400 million to indie Semiconductor, including the proceeds of a $150 million PIPE and net of Thunder Bridge Acquisition II’s shareholder redemptions. The transaction reflects an enterprise value of the combined company of approximately $1 billion.

Thunder Bridge Acquisition II Ltd. was a SPAC formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In August 2019, Thunder Bridge Acquisition II consummated a $345 million initial public offering (IPO) of 34.5 million units (reflecting the underwriters’ exercise of their over-allotment option in full), each unit consisting of one of the Company’s Class A ordinary shares and one-half warrant, each whole warrant enabling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share.

Indie Semiconductor is a leading pure-play provider of next-generation semiconductor and software solutions for the rapidly growing Autotech market, enabling ADAS/Autonomous, Connectivity, User Experience, and Vehicle Electrification applications. Indie’s automotive semiconductor portfolio addresses a $16 billion market, according to IHS, which is expected to exceed $38 billion by 2025 driven by strong demand for silicon and software content in automobiles. Indie Semiconductor’s best-in-class, mixed signal system-on-a-chip (SoC) solutions are currently on 12 Tier 1 approved vendor lists, contributing to a strategic backlog position of more than $2 billion, defined as projected revenues based on existing contracts, design and pricing terms, and historic production trends. Following the business combination, indie Semiconductor retained its management team, Donald McClymont, Co-founder and Chief Executive Officer, Ichiro Aoki, Co-founder and President; Scott Kee, Co-founder and Chief Technology Officer; Thomas Schiller, Chief Financial Officer and EVP of Strategy; Ellen Bancroft, General Counsel, and Steve Machuga, Chief Operating Officer.

Morgan Stanley & Co. LLC and Deutsche Bank Securities served as financial advisors.