New York, New York, Dec. 07, 2023 (GLOBE NEWSWIRE) -- Thunder Bridge Capital Partners III, Inc. (NASDAQ: TBCPU) (the "Company") announced today that the board of directors of the Company (the "Board") has determined that the Company cannot complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a "Business Combination") by February 10, 2024, the deadline by which the Company has to consummate such Business Combination under its Amended and Restated Certificate of Incorporation, as amended.
Consequently, the Board has determined that the Company will (i) cease all operations except for the purpose of winding up as soon as practicable, (ii) as promptly as reasonably possible redeem the shares of its Class A common stock (the "Public Shares") that were included in the units issued in the Company's initial public offering (the "IPO") at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the "Trust Account") including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of outstanding Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law (the "Redemption"), and (iii) as promptly as reasonably possible following the Redemption, subject to the approval of the Company's remaining stockholders, liquidate the funds held in the Trust Account (the "Liquidation") and dissolve the Company (the "Dissolution"), subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company's warrants, which will expire worthless. TBCP III, LLC, the Company's sponsor, has agreed to waive its redemption rights with respect to the shares of the Company's Class B common stock issued prior to the IPO, including shares of the Company's Class A common stock issued upon conversion of such Class B common stock.
In order to provide for the disbursement of funds from the Trust Account, the Company has instructed Continental Stock Transfer & Trust Company ("Continental"), as its trustee, to take all necessary actions to effect the Liquidation. The proceeds thereof, less $100,000 of interest to pay dissolution expenses and net of taxes payable, will be held in a trust operating account while awaiting disbursement to the holders of the Public Shares. The Company expects to redeem all of the outstanding Public Shares for an estimated redemption price of approximately $10.22 per share (the "Redemption Amount") after the payment of up to $100,000 of dissolution expenses, but before the payment of taxes. All other costs and expenses associated with implementing the Dissolution will be funded from proceeds held outside of the Trust Account. Record holders of Public Shares will receive their pro rata portion of the proceeds of the Trust Account by delivering their Public Shares to Continental, the Company's transfer agent. Beneficial owners of Public Shares held in "street name," however, will not need to take any action in order to receive the Redemption Amount. The Redemption Amount is expected to be paid out within ten business days of December 11, 2023.
The Company expects that the Nasdaq Stock Market LLC will file a Form 25 with the United States Securities and Exchange Commission (the "Commission") to delist its securities after the last day of trading on December 11, 2023. The Company thereafter intends to file a Form 15 with the Commission to suspend its reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934.
About the Company
The Company is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a Business Combination.
Forward Looking Statements
This press release contains statements that may constitute "forward-looking statements". Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's public filings with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Gary A. Simanson
gsimanson@thunderbridge.us
