THUNDER BRIDGE CAPITAL PARTNERS III INC. References to the "Company," "us," "our" or "we" referThunder Bridge Capital Partners III Inc. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited Condensed Consolidated financial statements and related notes included herein.
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q for the quarterly period endedMarch 31, 2022 ( this "Report") including, without limitation, statements under this "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward- looking statements. When used in this Report, words such as "anticipate," "believe," "estimate," "expect," "intend" and similar expressions, as they relate to us or the Company's management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's management. Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed in our filings with theSEC . All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company's behalf are qualified in their entirety by this paragraph. Overview
The Company is a blank check company incorporated as aDelaware corporation for the purpose of effecting a Business Combination with one or more businesses. The Company intends to effectuate its initial Business Combination using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of the sale of our securities in connection with our initial Business Combination, our shares, debt or a combination of cash, stock and debt.
The issuance of additional common shares in a Business Combination:
? may significantly dilute the equity interest of investors, which
dilution would increase if the anti-dilution provisions in the shares
of Class B common stock resulted in the issuance of shares of Class A
common stock on a greater than one-to-one basis upon conversion of the
shares of Class B common stock;
? may subordinate the rights of holders of shares of common stock if
preference shares are issued with rights senior to thoseafforded our
shares of common stock;
? could cause a change of control if a substantial number of our shares
of common stock are issued, which may affect, among otherthings, our
ability to use our net operating loss carry forwards, if any, and could
result in the resignation or removal of our present officers and
directors;
? may have the effect of delaying or preventing a change of control of us
by diluting the share ownership or voting rights of a person seeking to
obtain control of us; and
? may adversely affect prevailing market prices for our shares of Class A
common stock and/or warrants.
Similarly, if the Company issues debt securities, it could result in:
? default and foreclosure on our assets if our operating revenues after
an initial business combination are insufficient to repay our debt
obligations;
? acceleration of our obligations to repay the indebtedness even if we
make all principal and interest payments when due if we breachcertain
covenants that require the maintenance of certain financial ratios or
reserves without a waiver or renegotiation of that covenant;
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? the Company's immediate payment of all principal and accrued interest,
if any, if the debt security is payable on demand;
? the Company's inability to obtain necessary additional financing if the
debt security contains covenants restricting our ability to obtain such
financing while the debt security is outstanding;
? the Company's inability to pay dividends on our shares of common stock;
? using a substantial portion of the Company's cash flow to pay principal
and interest on the Company's debt, which will reduce the funds
available for dividends on the Company's shares of common stock if
declared, expenses, capital expenditures, acquisitions and other
general corporate purposes;
? limitations on the Company's flexibility in planning for and reacting
to changes in the Company's business and in the industry in which the
Company operates;
? increased vulnerability to adverse changes in general economic,
industry and competitive conditions and adverse changes in
government
regulation; and
? limitations on the Company's ability to borrow additional amounts for
expenses, capital expenditures, acquisitions, debt service
requirements, execution of the Company's strategy and other purposes
and other disadvantages compared to the Company's competitors who have
less debt.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from inception to March 31, 2022 were organizational
activities, those necessary to prepare for the Initial Public Offering, and
identifying a target company for a Business Combination. We do not expect to
generate any operating revenues until after the completion of our Business
Combination. We expect to generate non-operating income in the form of interest
income on cash and marketable securities held after the Initial Public Offering.
We expect that we will incur increased expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as
well as for due diligence expenses in connection with completing a Business
Combination.
For the three months ended
For the three months endedMarch 31, 2021 , we had a net loss of$581,874 , which consists of formation costs and operating costs of$123,291 , respectively, and interest income of$5,558 on monies held in our Trust Account, and an expense related to the change in the fair value of the warrant liability of$464,141 for the three months endedMarch 31, 2021 .
Liquidity and Capital Resources
OnFebruary 10, 2021 , we consummated our Initial Public Offering in which we sold 41,400,000 Units, which includes the full exercise by the underwriter of the over-allotment option to purchase 5,400,000 Units at$10.00 per Unit generating gross proceeds of$414,000,000 before underwriting fees and expenses. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 1,003,000 Private Placement Units at$10.00 per Private Placement Unit to our Sponsor, generating gross proceeds of$10,030,000 . Transaction costs of the Initial Public Offering amounted to$23,191,740 consisting of underwriting fees of$8,280,000 and deferred underwriting fees of$14,490,000 and$421,740 of other costs.$463,835 of the total underwriting costs were expensed in connection with the warrant liability and the balance was charged to equity. 20 As ofMarch 31, 2022 , we have available to us$148,830 of cash on our balance sheet and a working capital deficit of$4,235,275 . We will use these funds primarily to and evaluate target businesses, perform business, legal, and accounting due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. The interest income earn on the investments in the Trust Account are unavailable to fund operating expenses. In order to finance transaction costs in connection with the Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). If the Company completes the Business Combination, the Company would repay such loaned amounts. In the event that the Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to$1,500,000 of such loans may be convertible into Units at a price of$10.00 per unit at the option of the lender. The units would be identical to the private placement units issued to the Sponsor. The terms of such loans by the Company's officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. The Company does not expect to seek loans from parties other than the Sponsor or its directors or officers or their respective affiliates as it does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the trust account. OnMarch 25, 2022 , the Company executed the Promissory Note, a Working Capital Loan in the form of a promissory note to the Sponsor to loan funds to the Company up to$1,500,000 . No monies have been advanced under the note. There were no borrowings under the Promissory Note
atMarch 31, 2022 .
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial assets.
Contractual Obligations
At
The underwriter was paid a cash underwriting fee of 2% of gross proceeds of the Initial Public Offering, or$8,280,000 . In addition, the underwriter is entitled to aggregate deferred underwriting commissions of$14,490,000 consisting of 3.5% of the gross proceeds of the Initial Public Offering. The deferred underwriting commissions will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement by and between the Company andMorgan Stanley & Co. LLC .
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with GAAP requires the Company's management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements, and
income and expenses during the periods reported. Actual results could materially
differ from those estimates. The Company has identified the following as its
critical accounting policies:
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Net Income (Loss) Per Common Share
The Company complies with accounting and disclosure requirements of ASC 260. We have two classes of shares, which are referred to as "Class A common stock" and "Class B common stock". Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted loss per share does not consider the effect of the Public Warrants issued in connection with the Initial Public Offering and the sale of the Private Placement Warrants, because the exercise of the warrants is contingent upon the occurrence of future events.
A reconciliation of net income (loss) per common share is as follows:
For the Three Months Ended For the Three Months Ended
March 31, 2022 March 31, 2021
Class A Class B Class A Class B
Basic and diluted net income (loss) per
share
Numerator:
Allocation of net income (loss), as
adjusted $ 1,982,103 $ 483,805 $ (467712 ) $ (114,162 )
Denominator:
Basic and diluted weighted average
common shares outstanding 42,403,000 10,350,000 42,403,000 10,350,000
Basic and diluted net income (loss) per
common share $ 0.05 $ 0.05 $ (0.01 ) $ (0.01 )
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset
or paid for transfer of a liability, in an orderly transaction between market
participants at the measurement date. GAAP establishes a three-tier fair value
hierarchy, which prioritizes the inputs used in measuring fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). These tiers
include:
? Level 1, defined as observable inputs such as quoted prices
(unadjusted) for identical instruments in active markets;
? Level 2, defined as inputs other than quoted prices in active markets
that are either directly or indirectly observable such as quoted prices
for similar instruments in active markets or quoted prices for
identical or similar instruments in markets that are not active; and
? Level 3, defined as unobservable inputs in which little or no market
data exists, therefore requiring an entity to develop its own
assumptions, such as valuations derived from valuationtechniques in
which one or more significant inputs or significant value drivers are
unobservable.
In some circumstances, the inputs used to measure fair value might be
categorized within different levels of the fair value hierarchy. In those
instances, the fair value measurement is categorized in its entirety in the fair
value hierarchy based on the lowest level input that is significant to thefair value measurement.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments
are derivatives or contain features that qualify as embedded derivatives in
accordance with ASC 815. For derivative financial instruments that are
accounted for as liabilities, the derivative instrument is initially recorded at
its fair value on the grant date and is then re-valued at each reporting date,
with changes in the fair value reported in the statements of operations. The
classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is evaluated at the end of each
reporting period. Derivative liabilities are classified in the balance sheet as
current or non-current based on whether net-cash settlement or conversion of the
instrument could be required within 12 months of the balance sheet date.
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Shares of Common Stock Subject to Possible Redemption
The Company accounts for its shares of common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of events not solely within the Company's control) is classified as temporary equity. At all other times, shares of common stock are classified as stockholders' equity. The Company's shares of common stock feature certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, atMarch 31, 2022 , shares of common stock subject to possible redemption is presented as temporary equity, outside of the shareholders' equity section of the Company's balance sheet.
Recent Accounting Pronouncements
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements.
Factors That May Adversely Affect Our Results of Operations
Our results of operations and our ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in theUkraine . We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial business combination.
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