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 Form 10-Q including, without limitation, statements under "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 Form 10-Q, 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 merger, share exchange, asset acquisition, stock purchase, reorganization or similar 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 those afforded 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 other things, 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 breach certain 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 toJune 30, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering ("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 endedJune 30, 2021 , we had a net loss of$3,151,105 , which consists of formation costs and operating costs of$185,469 , interest income of$10,323 on monies held in our Trust Account (as defined below), and a loss related to the change in the fair value of the warrant liability of$2,975,959 . For the six months endedJune 30, 2021 and for the period fromJune 12, 2020 (date of inception) throughJune 30, 2020 , we had a net loss of$3,732,979 and$3,121 , which consists of formation costs and operating costs of$308,760 and$3,121 , respectively, and interest income of$15,881 on monies held in our Trust Account (as defined below), and a loss related to the change in the fair value of the warrant liability of$3,440,100 for the six months endedJune 30, 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 ofJune 30, 2021 we have available to us$537,444 of cash on our balance sheet and a working capital deficit of$10,449,211 . 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.
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: Net Loss Per Common Share
Basic loss per common share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Consistent with FASB 480, common shares subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per common share for the three and six months endedJune 30, 2021 . Such shares, if redeemed, only participate in their pro rata share of trust earnings. Diluted loss per share includes the incremental number of common shares to be issued to settle warrants, as calculated using the treasury method. For the three and six months endedJune 30, 2021 , the Company did not have any dilutive warrants, securities or other contracts that could potentially, be exercised or converted into common shares. As a result, diluted loss per ordinary share is the same as basic loss per common share for all periods presented. 21 A reconciliation of net loss per common share as adjusted for the portion of income that is attributable to common shares subject to redemption is as follows: For the Period from June 12, 2020 (Date of For the Three Months Ended June For the Six Months Ended June 30, Inception) through 30, 2021 2021 June 30, 2020 Class A Class B Class A Class B Class A Class B Basic and diluted net loss per share Numerator: Allocation of net loss, as adjusted$ (2,532,858 ) $ (618,247 ) $ (2,842,290 ) $ (890,689 ) $ -$ (3,121 ) Denominator: Basic and diluted weighted average common shares outstanding 42,403,000 10,350,000 33,032,171 10,350,000 - 10,350,000
Basic and diluted net
loss per common share
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 valuation techniques 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 the
fair 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 Topic 815, "Derivatives and Hedging". 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 Accounting Standards Codification
("ASC") Topic 480 "Distinguishing Liabilities from Equity." 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, at June 30, 2021 ,
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.
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