indie Semiconductor, Inc SC TO-I/A, filed Oct 16, 2023

indie Semiconductor, Inc. (INDI)

SC TO-I/A 2023-10-16

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Warrants to Acquire Shares of Class A Common Stock		45569U119
(Title of Class of Securities)		(CUSIP Number of Class of Securities)

☐		third-party tender offer subject to Rule 14d-1.
☒		issuer tender offer subject to Rule 13e-4.
☐		going-private transaction subject to Rule 13e-3.
☐		amendment to Schedule 13D under Rule 13d-2.

☐		Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐		Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

Exhibit No.		Description
(a)(l)(A)		Prospectus/Offer to Exchange (incorporated by reference to the Prospectus/Offer to Exchange filed with the SEC pursuant to Rule 424(b)(3) on September 29, 2023).
(a)(1)(B)		Form of Letter of Transmittal and Consent (incorporated by reference to Exhibit 99.1 to the Company’s Amendment No. 1 to Registration Statement on Form S-4, filed with the SEC on September 29, 2023).
(a)(1)(C)		Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to the Company’s Amendment No. 1 to Registration Statement on Form S-4, filed with the SEC on September 29, 2023).
(a)(1)(D)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees (incorporated by reference to Exhibit 99.3 to the Company’s Amendment No. 1 to Registration Statement on Form S-4, filed with the SEC on September 29, 2023).
(a)(1)(E)		Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees (incorporated by reference to Exhibit 99.4 to the Company’s Amendment No. 1 to Registration Statement on Form S-4, filed with the SEC on September 29, 2023).
(a)(1)(F)		Prospectus Supplement No. 1 to Prospectus/Offer to Exchange (incorporated by reference to the Prospectus Supplement No. 1 filed with the SEC pursuant to Rule 424(b)(3) on October 16, 2023.
(a)(2)		Not applicable.
(a)(3)		Not applicable.
(a)(4)(i)		Prospectus/Offer to Exchange (incorporated by reference to Exhibit (a)(1)(A) herein).
(a)(4)(ii)		Prospectus Supplement No. 1 to Prospectus/Offer to Exchange (incorporated by reference to Exhibit (a)(1)(F) herein.
(a)(5)(i)		Press Release, dated September 22, 2023 (incorporated by reference to Exhibit 99.1 of the Company’s Form 8-K, filed with the SEC on September 22, 2023).
(a)(5)(ii)		Press Release, dated September 29, 2023 (incorporated by reference to Exhibit 99.1 of the Company’s Form 8-K, filed with the SEC on September 29, 2023).
(a)(5)(iii)		Press Release, dated October 16, 2023 (incorporated by reference to Exhibit 99.1 of the Company’s Form 8-K, filed with the SEC on October 16, 2023).
(b)		Not applicable.
(c)		Not applicable
(d)(i)		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 (incorporated by reference to Exhibit 2.1 to Thunder Bridge Acquisition II., Ltd.’s Current Report on Form 8-K, filed with the SEC on December 15, 2020).
(d)(ii)		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 (included as Annex B-2 to the proxy statement/prospectus ) (incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement on Form S-4/A, filed with the SEC on May 4, 2021).
(d)(iii)		Amended and Restated Certificate of Incorporation of indie Semiconductor, Inc., filed with the Secretary of State of Delaware on June 22, 2023 (incorporated by reference to Exhibit 3.1 of the Form 8-K filed by the Company with the SEC on June 23, 2023).

Exhibit No.		Description
(d)(iv)		Amended and Restated Bylaws of indie Semiconductor Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 16, 2021).
(d)(v)		Specimen Class A Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 16, 2021).
(d)(vi)		Specimen Warrant Certificate of the Company (included in Exhibit (d)(vii)).
(d)(vii)		Warrant Agreement between Continental Stock Trust & Transfer Company and Thunder Bridge II (incorporated by reference to Exhibit 4.1 to the Thunder Bridge Acquisition Corp.’s Current Report on Form 8-K, filed with the SEC on August 14, 2019).
(d)(viii)		Warrant Agreement Assignment, Assumption and Amendment Agreement dated June 10, 2021 between and among Thunder Bridge Acquisition II, Ltd., indie and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed with the SEC on June 16, 2021).
(d)(ix)		Indenture, dated as of November 21, 2022, between indie Semiconductor, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 21, 2022).
(d)(x)		Form of 4.500% Convertible Senior Notes due 2027 (included as Exhibit A in Exhibit (d)(viii)). (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 21, 2022).
(d)(xi)		Eighth Amended and Restated Limited Liability Company Agreement of indie LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 16, 2021).
(d)(xii)		Subscription Agreement for PIPE Investment (incorporated by reference to Exhibit 10.1 to the Thunder Bridge Acquisition II, Ltd’s Current Report on Form 8-K, filed with the SEC on December 15, 2020).
(d)(xiii)		indie Semiconductor, Inc. Amended and Restated 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2022).
(d)(xiv)		indie Semiconductor, Inc. 2023 Inducement Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 28, 2023).
(d)(xv)		Form of Notice of Restricted Stock Unit Award and Terms and Conditions of Restricted Stock Unit Award (2023 Inducement Incentive Plan) (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 28, 2023).
(d)(xvi)		Form of Notice of Performance Stock Unit Award and Terms and Conditions of Performance Stock Unit Award (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 28, 2023).
(d)(xvii)		Form of Notice of Performance Stock Unit Award and Terms and Conditions of Performance Stock Unit Award (incorporated by reference to Exhibit 4.4 to the Company’s Form S-8, filed with the SEC on August 18, 2021).
(d)(xviii)		Form of Notice of Restricted Stock Unit Award and Terms and Conditions of Restricted Stock Award (incorporated by reference to Exhibit 4.5 to the Company’s Form S-8, filed with the SEC on August 18, 2021).
(d)(xix)		Form of Notice of Stock Option Grant and Terms and Conditions of Stock Option (incorporated by reference to Exhibit 4.6 to the Company’s Form S-8 filed with the SEC on August 18, 2021).
(d)(xx)		Form of Indemnification Agreement between registrant and certain officers and directors of registrant (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on June 16, 2021).
(d)(xxi)		Exchange Agreement, dated June 10, 2021, between registrant and certain indie Equity Holders (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on June 16, 2021).
(d)(xxii)		Tax Receivable Agreement, dated June 10, 2021, between registrant and certain indie Equity Holders (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on June 16, 2021).
(d)(xxiii)		Registration Rights Agreement, dated June 10, 2021, between registrant and certain indie Equity Holders (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the SEC on June 16, 2021).

Exhibit No.		Description
(d)(xxiv)		Registration Rights Agreement, dated August 8, 2019, between Thunder Bridge II, Sponsor and the holders party thereto (incorporated by reference to Exhibit 10.5 to Thunder Bridge Acquisition II, Ltd’s Current Report on Form 8-K, filed with the SEC on August 14, 2019).
(d)(xxv)		Private Placement Warrants Purchase Agreement between Thunder Bridge II and Thunder Bridge Acquisition II LLC (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1/A filed by Thunder Bridge Acquisition II., Ltd. with the SEC on July 29, 2021).
(d)(xxvi)		Sponsor Letter Agreement by and among Thunder Bridge II, Sponsor and indie, dated December 14, 2020 (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by Thunder Bridge Acquisition II., Ltd. with the SEC on December 15, 2020).
(d)(xxvii)		Loan and Security Agreement, dated January 13, 2015 and relevant amendments thereto, by and, between Square 1 Bank (now Pacific Western Bank) and indie LLC (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K, filed with the SEC on June 16, 2021).
(d)(xxviii)		Form of Option Settlement Agreement by and among indie, TeraXion, Purchaser and certain holders of options to purchase TeraXion capital stock (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 2, 2021).
(d)(xxix)		Purchase Agreement, dated November 16, 2022, by and between indie Semiconductors, Inc. and Goldman Sachs & Co., LLC, as representative of the several Initial Purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 21, 2022).
(d)(xxx)		Sales Agreement, by and among the Registrant and B. Riley Securities, Inc., Craig-Hallum Capital Group LLC and Roth Capital Partners, LLC dated August 6, 2022 (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3, filed with the SEC on August 26, 2022).
(d)(xxxi)		Form of Employment Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 23, 2022).
(d)(xxxii)		Dealer Manager Agreement dated as of September 22, 2023, by and between indie Semiconductor, Inc. and BofA Securities, Inc., as dealer manager (incorporated by reference to the Prospectus/Offer to Exchange that is included in the Company’s Registration Statement on Form S-4, filed with the SEC on September 22, 2023).
(d)(xxxiii)		Tender and Support Agreement dated September 22, 2023, by and among the Company, and the warrant holder parties thereto (incorporated by reference to the Prospectus/Offer to Exchange that is included in the Company’s Registration Statement on Form S-4, filed with the SEC on September 22, 2023).
(e)		Not applicable.
(f)		Not applicable.
(g)		Not applicable.
(h)		Tax Opinion of Loeb & Loeb LLP (incorporated by reference to Exhibit 8.1 to the Company’s Registration Statement on Form S-4, filed with the SEC on September 22, 2023).

		INDIE SEMICONDUCTOR, INC.
		By:		/s/ Thomas Schiller
		Name:		Thomas Schiller
		Title:		Chief Financial Officer and EVP of Strategy