indie Semiconductor, Inc S-3, filed Jul 5, 2022

indie Semiconductor, Inc. (INDI)

S-3 2022-07-05

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Delaware		08-7654321
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Large accelerated filer ☐		Accelerated filer ☐

Non-accelerated filer ☒		Smaller reporting company ☒

		Emerging growth company ☒

About this Prospectus	ii
Prospectus Summary	1
Risk Factors	4
Cautionary Note Regarding Forward-Looking Statements	5
Use of Proceeds	7
Description of Securities	7
Selling Securityholders	17
Plan of Distribution	22
Material U.S. Federal Income Tax Considerations	26
Legal Matters	29
Experts	29
Incorporation of Certain Information by Reference	30
Where You Can Find More Information	29

Issuer		indie Semiconductor, Inc.

Shares of Class A Common Stock Offered by us		Up to 27,400,000 shares of Class A common stock issuable upon exercise of the warrants.

Shares of Class A Common Stock Offered by the Selling Securityholders		Up to 94,881,534 shares.

Warrants Offered by the Selling Securityholders		Up to 27,400,000 warrants, consisting of up to 17,250,000 public warrants, 8,650,000 private placement warrants and 1,500,000 sponsor warrants.

Exercise Price of Warrants		$11.50 per share, subject to adjustment as defined herein.

Use of Proceeds		We will not receive any proceeds from the sale of shares of Class A common stock by the Selling Securityholders. We will receive up to an aggregate of approximately $315.1 million from the exercise of the warrants, assuming the exercise in full of all of such warrants for cash. We expect to use the net proceeds from the exercise of the warrants for general corporate purposes. See “Use of Proceeds.”

Market for Common Stock and Public Warrants		Our Class A common stock and public warrants are currently traded on Nasdaq under the symbols “INDI” and “INDIW,” respectively.

Risk Factors		See “Risk Factors” and other information included in this prospectus for a discussion of factors you should consider before investing in our securities.

Selling Securityholder(1)	Shares of Class A Common Stock Beneficially Owned Prior to Offering		Placement Warrants or Working Capital Warrants Beneficially Owned Prior to Offering		Shares of Class A Common Stock Offered		Placement Warrants or Working Capital Warrants Offered		Shares of Class A Common Stock or Class V Common Stock Beneficially Owned After the Offered Shares are Sold	%⁽¹⁾	Placement Warrants or Working Capital Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold	%
Thunder Bridge Capital LLC⁽²⁾	1,571,000	⁽³⁾	1,600,000	⁽⁴⁾	1,571,000	⁽³⁾	1,600,000	⁽⁴⁾	—	—	—	—
Quantum Partners LP⁽⁵⁾	2,235,000	⁽⁶⁾	—		2,235,000	⁽⁶⁾	—		—	—	—	—
Palindrome Master Fund LP⁽⁵⁾	265,000	⁽⁶⁾	—		265,000	⁽⁶⁾	—		—	—	—	—
Baron Opportunity Fund⁽⁷⁾	1,000,000	⁽⁶⁾	—		1,000,000	⁽⁶⁾	—		—	—	—	—
Baron Discovery Fund⁽⁷⁾	1,000,000	⁽⁶⁾	—		1,000,000	⁽⁶⁾	—		—	—	—	—
Columbia Seligman Communications and Information Fund, A Series of Columbia Funds Series Trust II⁽⁸⁾	2,000,000	⁽⁶⁾	—		2,000,000	⁽⁶⁾	—		—	—	—	—
Ghisallo Master Fund LP⁽⁹⁾	1,000,000	⁽⁶⁾	—		1,000,000	⁽⁶⁾	—		—	—	—	—
Luxor Capital Partners Offshore Master Fund, LP⁽¹⁰⁾	209,397	⁽⁶⁾	—		209,397	⁽⁶⁾	—		—	—	—	—
Lugard Road Capital Master Fund, LP⁽¹⁰⁾	301,778	⁽⁶⁾	—		301,778	⁽⁶⁾	—		—	—	—	—
Luxor Capital Partners, LP⁽¹⁰⁾	329,722	⁽⁶⁾	—		329,722	⁽⁶⁾	—		—	—	—	—
Luxor Wavefront, LP⁽¹⁰⁾	159,103	⁽⁶⁾	—		159,103	⁽⁶⁾	—		—	—	—	—
Kepos Carbon Transition Master Fund L.P.⁽¹¹⁾	64,000	⁽⁶⁾	—		64,000	⁽⁶⁾	—		—	—	—	—
Kepos Alpha Master Fund L.P.⁽¹¹⁾	436,000	⁽⁶⁾	—		436,000	⁽⁶⁾	—		—	—	—	—
Blackstone Aqua Master Sub-Fund⁽¹²⁾	300,000	⁽⁶⁾	—		300,000	⁽⁶⁾	—		—	—	—	—
Linden Capital L.P.(13)	500,000	⁽⁶⁾	—		500,000	⁽⁶⁾	—		—	—	—	—
Integrated Core Strategies (US) LLC⁽¹⁴⁾	700,000	⁽⁶⁾	—		700,000	⁽⁶⁾	—		—	—	—	—
Jane Street Global Trading, LLC⁽¹⁵⁾	500,000	⁽⁶⁾	—		500,000	⁽⁶⁾	—		—	—	—	—
MMF LT, LL⁽¹⁶⁾	500,000	⁽⁶⁾	—		500,000	⁽⁶⁾	—		—	—	—	—
Alyeska Master Fund, L.P.⁽¹⁷⁾	500,000	⁽⁶⁾	—		500,000	⁽⁶⁾	—		—	—	—	—
Peter J. Kight⁽¹⁸⁾	2,000,000	⁽⁶⁾	—		2,000,000	⁽⁶⁾	—		—	—	—	—
Sycomore Sustainable Tech an open ended European UCIT mutual funds managed by Sycomore Asset Management⁽¹⁹⁾	200,000	⁽⁶⁾	—		200,000	⁽⁶⁾	—		—	—	—	—
Difesa Master Fund, LP⁽²⁰⁾	50,000	⁽⁶⁾	—		50,000	⁽⁶⁾	—		—
Judith K. Stein 2012 Irrevocable Trust⁽²¹⁾	62,500	⁽⁶⁾	—		62,500	⁽⁶⁾	—		—	—	—	—
Judith K. Stein⁽²¹⁾	125,000	⁽⁶⁾	—		125,000	⁽⁶⁾	—		—	—	—	—
Steven N. Stein 2012 Irrevocable Trust⁽²¹⁾	62,500	⁽⁶⁾	—		62,500	⁽⁶⁾	—		—	—	—	—
Jennifer S. Stein 2020 Spousal Lifetime Access Trust⁽²²⁾	125,000	⁽⁶⁾	—		125,000	⁽⁶⁾	—		—	—	—	—
John M. Stein⁽²²⁾	125,000	⁽⁶⁾	—		125,000	⁽⁶⁾	—		—	—	—	—

	●	the expected benefits of the Business Combination and our acquisitions of TeraXion, Inc., Symeo GmbH and ON Design Israel;

	●	changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, margins, cash flows, prospects and plans;

	●	the impact of health epidemics, including the COVID-19 pandemic, on our business and the actions we may take in response thereto;

	●	the outcome of any known and unknown regulatory proceedings;

	●	the ability to recognize the anticipated benefits of recent acquisitions, which may be affected by, among other things, competition, and our ability to successfully integrate and retain the acquired teams, and to grow and manage growth profitably;

	●	our reliance on contract manufacturing and outsourced supply chain and the availability of semiconductors and manufacturing capacity;

	●	our ability to successfully introduce new technologies and products;

	●	the demand for the goods into which our products are incorporated;

	●	our ability to accurately estimate demand and obtain supplies from third-party producers;

	●	our ability to win competitive bid selection processes and achieve additional design wins;

	●	our expansion plans and opportunities;

	●	expansion plans and opportunities;

	●	the cyclical nature of the semiconductor industry;

	●	conducting business in China;

	●	the inability to maintain the listing of our Class A common stock or the public warrants on Nasdaq; and

Selling Securityholder⁽¹⁾	Shares of Class A Common Stock Beneficially Owned Prior to Offering		Placement Warrants or Working Capital Warrants Beneficially Owned Prior to Offering		Shares of Class A Common Stock Offered		Placement Warrants or Working Capital Warrants Offered		Shares of Class A Common Stock or Class V Common Stock Beneficially Owned After the Offered Shares are Sold	%⁽¹⁾		Placement Warrants or Working Capital Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold	%
Monroe Capital Fund Marsupial (LUX) Financing Holdco LP⁽²³⁾	100,000	⁽⁶⁾	—		100,000	⁽⁶⁾	—		—	—		—	—
Monroe Capital Opportunistic Private Credit Master Fund SCSp⁽²³⁾	125,000	⁽⁶⁾	—		125,000	⁽⁶⁾	—		—	—		—	—
Monroe Capital Private Credit Fund A LP⁽²³⁾	525,000	⁽⁶⁾	—		525,000	⁽⁶⁾	—		—	—		—	—
Scott Kee⁽²⁴⁾	6,334,982	⁽²⁵⁾	—		6,334,349	⁽²⁵⁾	—		633	*		—	—
Ichiro Aoki⁽²⁶⁾	6,334,982	⁽²⁵⁾	—		6,334,349	⁽²⁵⁾	—		633	*		—	—
Donald McClymont⁽²⁷⁾	6,334,982	⁽²⁵⁾	—		6,334,349	⁽²⁵⁾	—		633	*		—	—
David Kang⁽²⁸⁾	6,334,982	⁽²⁵⁾	—		6,334,349	⁽²⁵⁾	—		633	*		—	—
Bison Capital Partners IV, L.P.⁽²⁹⁾	10,109,412	⁽²⁹⁾	—		8,489,975	⁽²⁹⁾	—		1,619,437	1.1	%	—	—
DG Ventures, Inc.⁽³⁰⁾	843,195	⁽³⁰⁾	—		843,195	⁽³⁰⁾	—		—	—		—	—
Kanwardev Raja Singh Bal⁽³¹⁾	501,739	⁽³¹⁾	—		501,739	⁽³¹⁾	—		—	—		—	—
Caroline B. Davidson Trust 9/25/2017	10,000	⁽³²⁾	100,000	⁽³³⁾	10,000	⁽³²⁾	100,000	⁽³³⁾	—	—		—	—
Kyle Asher	37,500	⁽³²⁾	16,000	⁽³³⁾	37,500	⁽³²⁾	16,000	⁽³³⁾	—	—		—	—
Monroe Capital Investment Holdings, L.P.	652,500	⁽³²⁾	60,000	⁽³³⁾	652,500	⁽³²⁾	60,000	⁽³³⁾	—	—		—	—
Thomas Aronson	25,000	⁽³²⁾	1,044,000	⁽³³⁾	25,000	⁽³²⁾	1,044,000	⁽³³⁾	—	—		—	—
MC Opportunities Fund LP	300,000	⁽³²⁾	40,000	⁽³³⁾	300,000	⁽³²⁾	40,000	⁽³³⁾	—	—		—	—
DRC Funding LLC	12,500	⁽³²⁾	480,000	⁽³³⁾	12,500	⁽³²⁾	480,000	⁽³³⁾	—	—		—	—
Kingdom Trust Company FBO Peter Gruszka Roth IRA (account #03440674305)	28,750	⁽³²⁾	20,000	⁽³³⁾	28,750	⁽³²⁾	20,000	⁽³³⁾	—	—		—	—
Peter T. Gruszka and Amie K. Gruszka, JTWROS	21,250	⁽³²⁾	46,000	⁽³³⁾	21,250	⁽³²⁾	46,000	⁽³³⁾	—	—		—	—
Zia Uddin	37,500	⁽³²⁾	34,000	⁽³³⁾	37,500	⁽³²⁾	34,000	⁽³³⁾	—	—		—	—
Aaron D Peck Revocable Trust 9/18/2002	17,500	⁽³²⁾	60,000	⁽³³⁾	17,500	⁽³²⁾	60,000	⁽³³⁾	—	—		—	—
JRCSC LLC	587,500	⁽³²⁾	28,000	⁽³³⁾	587,500	⁽³²⁾	28,000	⁽³³⁾	—	—		—	—
Leon Mark Wagner	517,500	⁽³²⁾	940,000	⁽³³⁾	517,500	⁽³²⁾	940,000	⁽³³⁾	—	—		—	—
Gabriel David Wagner	35,000	⁽³²⁾	940,000	⁽³³⁾	35,000	⁽³²⁾	940,000	⁽³³⁾	—	—		—	—
Daniel Brett Wagner	35,000	⁽³²⁾	—		35,000	⁽³²⁾	—		—	—		—	—
Claflin Partners II, LLC ⁽³⁴⁾	385,000	⁽³²⁾	—		385,000	⁽³²⁾	—		—	—		—	—
Stewart J. Paperin	120,000	⁽³²⁾	1,100,000	⁽³³⁾	120,000	⁽³²⁾	1,100,000	⁽³³⁾	—	—		—	—
William A. Houlihan ⁽³⁵⁾	125,000	⁽³²⁾	75,000	⁽³³⁾	125,000	⁽³²⁾	75,000	⁽³³⁾	—	—		—	—
Robert H. Hartheimer	135,000	⁽³²⁾	—		135,000	⁽³²⁾	—		—	—		—	—
Allerd Derk Stikker	85,000	⁽³²⁾	100,000	⁽³³⁾	85,000	⁽³²⁾	100,000	⁽³³⁾	—	—		—	—
Gary A. Simanson ⁽³⁶⁾	1,000,000	⁽³²⁾	—		1,000,000	⁽³²⁾	—		—	—		—	—
Harold Neu	50,000	⁽³²⁾	—		50,000	⁽³²⁾	—		—	—		—	—
Ian Adelson	25,000	⁽³²⁾	80,000	⁽³³⁾	25,000	⁽³²⁾	80,000	⁽³³⁾	—	—		—	—
James Harrison	125,000	⁽³²⁾	40,000	⁽³³⁾	125,000	⁽³²⁾	40,000	⁽³³⁾	—	—		—	—
Andrew R. Heyer	250,000	⁽³²⁾	200,000	⁽³³⁾	250,000	⁽³²⁾	200,000	⁽³³⁾	—	—		—	—
Evan Malik	75,000	⁽³²⁾	400,000	⁽³³⁾	75,000	⁽³²⁾	400,000	⁽³³⁾	—	—		—	—
Grace Bozick	50,000	⁽³²⁾	120,000	⁽³³⁾	50,000	⁽³²⁾	120,000	⁽³³⁾	—	—		—	—

	●	our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 11, 2022;

	●	our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 filed with the SEC on May 13, 2022;

	●	those portions of our for our Definitive Proxy Statement on Schedule 14A for our 2022 Annual Meeting of Stockholders filed with the SEC on May 2, 2022 that are incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2021;

	●	our Current Reports on Form 8-K filed with the SEC on January 7, 2022 and April 1, 2022, in each case only to the extent filed and not furnished; and

SEC registration fee	$	--
Legal fees and expenses		*
Accounting fees and expenses		*
Printing and engraving costs		*
Trustee fees and expenses		*
Transfer agent and registrar fees and expenses		*
Miscellaneous		*
Total	$	*

Exhibit No.		Description
2.1†		Master Transactions Agreement, dated effective December 14, 2020, by and among Surviving Pubco, Thunder Bridge II, the Merger Subs named therein, indie, the ADK Blocker Group, ADK Service Provider Holdco, and the indie Securityholder Representative named therein, and also included as Annex B-1 to the proxy statement/prospectus (previously filed as Exhibit 2.1 of Form 8-K filed by Thunder Bridge II with the SEC on December 15, 2020).
2.2†		Amendment to Master Transactions Agreement, dated effective May 3, 2021, by and among Surviving Pubco, Thunder Bridge II, the Merger Subs named therein, indie, the ADK Blocker Group, ADK Service Provider Holdco, and the indie Securityholder Representative named therein (previously filed by Thunder Bridge II as Exhibit 2.2 of Form S-4/A filed with the SEC on May 4, 2021).
2.3		Share Purchase Agreement, dated as of August 27, 2021, by and among indie, TeraXion, Purchaser and certain stockholders of TeraXion and their ultimate beneficial owners (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the registrant with the SEC on September 2, 2021).
4.1		Amended and Restated Certificate of Incorporation of indie Semiconductor, Inc., filed with the Secretary of State of Delaware on June 10, 2021 (incorporated by reference to Exhibit 3.1 of Form 8-K filed by the registrant with the SEC on June 16, 2021).
4.2		Amended and Restated Bylaws of indie Semiconductor, Inc. (incorporated by reference to Exhibit 3.2 of Form 8-K filed by the registrant with the SEC on June 16, 2021).
4.3**		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of Form 8-K filed by the registrant with the SEC on June 16, 2021).
4.4		Warrant Agreement between Continental Stock Trust & Transfer Company and Thunder Bridge II (incorporated by reference to Exhibit 4.1 of Form 8-K filed by Thunder Bridge II with the SEC on August 14, 2019).
4.5		Warrant Agreement Assignment and Assumption Agreement (incorporated by reference to Exhibit 4.4 of the Form 8-K filed by the registrant with the SEC on June 16, 2021).
5.1*		Opinion of Nelson Mullins Riley & Scarborough LLP
23.1*		Consent of KPMG LLP
23.2*		Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 5.1)
24.1*		Power of Attorney (included on the signature page of this registration statement)
25.1+		Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee, as Trustee under the Indenture
107*		Filing Fees

	INDIE SEMICONDUCTOR, INC.

	By:	/s/ Donald McClymont
		Donald McClymont
		Chief Executive Officer

Signature	Title	Date

/s/ Donald McClymont	Chief Executive Officer and Director	July 1, 2022
Donald McClymont	(Principal Executive Officer)

/s/ Thomas Schiller	Chief Financial Officer and EVP of Strategy	July 1, 2022
Thomas Schiller	(Principal Financial and Accounting Officer)

/s/ Ichiro Aoki	President and Director	July 1, 2022
Ichiro Aoki

/s/ David Aldrich	Chairman of the Board of Directors	July 1, 2022
David Aldrich

/s/ Diane Brink	Director	July 1, 2022
Diane Brink

/s/ Peter Kight	Director	July 1, 2022
Peter Kight

/s/ Karl-Thomas Neumann	Director	July 1, 2022
Karl-Thomas Neumann

/s/ Jeffrey Owens	Director	July 1, 2022
Jeffrey Owens

/s/ Sonalee Parekh	Director	July 1, 2022
Sonalee Parekh

/s/ Diane Biagianti	Director	July 1, 2022
Diane Biagianti

	NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW

	101 Constitution Avenue, NW \| Suite 900 Washington, DC 20001 T 202.712.2800 F 202.712.2860 nelsonmullins.com

	Very truly yours,

	/s/ Nelson Mullins Riley & Scarborough LLP

	Nelson Mullins Riley & Scarborough LLP