UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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THUNDER
BRIDGE ACQUISITION II, LTD.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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Amount previously paid:
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Form, Schedule or Registration Statement no.:
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THUNDER BRIDGE ACQUISITION II, LTD.
9912 Georgetown Pike, Suite D203
Great Falls, Virginia 22066
To the Shareholders of Thunder Bridge Acquisition II, Ltd.:
You are cordially invited
to attend the 2020 annual meeting of shareholders (the “Annual Meeting”) of Thunder Bridge Acquisition II, Ltd. (the
“Company”) to be held on Wednesday, December 30, 2020 at 10:00 a.m., Eastern Time. For purposes of the Amended and
Restated Memorandum and Articles of Association of the Company, the physical place of the meeting shall be 1345 Avenue of the Americas,
11th Floor, New York, New York 10105. The formal meeting notice and proxy statement for the Annual Meeting are attached.
The Annual Meeting will
be a completely virtual meeting of shareholders, which will be conducted via live webcast. You will be able to attend the Annual
Meeting online, vote and submit your questions during the Annual Meeting by visiting https://www.cstproxy.com/thunderbridgeacquisitionii/2020.
We are pleased to utilize the virtual shareholder meeting technology to (i) provide ready access and cost savings for our
shareholders and the company, and (ii) to promote social distancing pursuant to guidance provided by the Center for Disease
Control and the U.S. Securities and Exchange Commission due to the novel coronavirus. The virtual meeting format allows attendance
from any location in the world. The meeting may solely be attended virtually online via the Internet and the physical location
of the meeting for purposes of the Amended and Restated Memorandum and Articles of Association of the Company is 1345 Avenue of
the Americas, 11th Floor, New York, New York 10105.
Even if you are planning
on attending the Annual Meeting online, please promptly submit your proxy vote via the Internet, or, if you received a printed
form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented
at the Annual Meeting. Instructions on voting your shares are on the proxy materials you received for the Annual Meeting. Even
if you plan to attend the Annual Meeting online, it is strongly recommended you complete and return your proxy card before the
Annual Meeting date, to ensure that your shares will be represented at the Annual Meeting if you are unable to attend.
The purpose of the Annual
Meeting is to consider and vote upon the following proposal:
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An ordinary resolution to ratify the selection
by our audit committee of Grant Thornton LLP to serve as our independent registered public accounting firm for the year ending
December 31, 2020.
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THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF GRANT THORNTON LLP TO SERVE AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
The Board of Directors
has fixed the close of business on December 1, 2020 as the record date (the “Record Date”) for the determination of
shareholders entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Accordingly,
only shareholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote
at, the Annual Meeting or any postponement or adjournment thereof.
Your vote is important.
You are requested to carefully read the proxy statement and accompanying Notice of Annual Meeting for a more complete statement
of matters to be considered at the Annual Meeting.
By Order of the Board of Directors,
/s/ Gary A. Simanson
President, Chief Executive Officer and Director
This proxy statement is dated December
4, 2020
and is being mailed with the form of proxy on or shortly after December 9, 2020.
IMPORTANT
Whether or not you
expect to attend the Annual Meeting, you are respectfully requested by the Board of Directors to sign, date and return the enclosed
proxy promptly, or follow the instructions contained in the proxy card or voting instructions. If you grant a proxy, you may revoke
it at any time prior to the Annual Meeting or vote online at the Annual Meeting.
THUNDER BRIDGE ACQUISITION II, LTD.
9912 Georgetown Pike, Suite D203
Great Falls, Virginia, 22066
NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 30, 2020
To the Shareholders of Thunder Bridge Acquisition II, Ltd.:
NOTICE IS HEREBY GIVEN that
the 2020 annual meeting of shareholders (the “Annual Meeting”) of Thunder Bridge Acquisition II, Ltd., a Cayman Islands
exempted company (the “Company”), will be held on Wednesday, December 30, 2020 at 10:00 a.m., Eastern Time, as a virtual
meeting. For purposes of the Amended and Restated Memorandum and Articles of Association of the Company, the physical place of
the meeting shall be 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. You will be able to attend, vote your shares,
and submit questions during the Annual Meeting via a live webcast available at https://www.cstproxy.com/thunderbridgeacquisitionii/2020.
The Annual Meeting will be held for the sole purpose of considering and voting upon the following proposal:
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An ordinary resolution to ratify the selection
by our audit committee of Grant Thornton LLP (“Grant Thornton”) to serve as our independent registered public accounting
firm for the year ending December 31, 2020.
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Only shareholders of
record of the Company as of the close of business on December 1, 2020 are entitled to notice of, and to vote at, the Annual Meeting
or any adjournment thereof. Each ordinary share entitles the holder thereof to one vote. All holders of Class A ordinary shares
and Class B ordinary shares are entitled to vote on the proposal to ratify the selection by our audit committee of Grant Thornton
to serve as our independent registered public accounting firm.
Your vote is important.
Proxy voting permits shareholders unable to attend the Annual Meeting to vote their shares through a proxy. By appointing a proxy,
your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning
your proxy card, or submit your proxy over the Internet in accordance with the instructions on the enclosed proxy card or voting
instruction card. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as
recommended by the Board of Directors. You can change your voting instructions or revoke your proxy at any time prior to the Annual
Meeting by following the instructions included in this proxy statement and on the proxy card.
Even if you plan to
attend the Annual Meeting, it is strongly recommended that you complete and return your proxy card before the Annual Meeting date
to ensure that your shares will be represented at the Annual Meeting if you are unable to attend. You are urged to review carefully
the information contained in the enclosed proxy statement prior to deciding how to vote your shares. You may also access our proxy
materials at the following website: https://www.cstproxy.com/thunderbridgeacquisitionii/2020.
By Order of the Board of Directors,
/s/ Gary A. Simanson
President, Chief Executive Officer and Director
TABLE OF CONTENTS
THUNDER BRIDGE ACQUISITION II, LTD.
9912 Georgetown Pike, Suite D203
Great Falls, Virginia 22066
PROXY STATEMENT
2020 ANNUAL MEETING OF SHAREHOLDERS
To be held on Wednesday, December 30, 2020, at 10:00 a.m., Eastern Time
QUESTIONS AND ANSWERS ABOUT THESE PROXY
MATERIALS
Why did you send me this proxy statement?
This proxy statement and
the enclosed proxy card are being sent to you in connection with the solicitation of proxies by the Board of Directors (the “Board
of Directors” or “Board”) of Thunder Bridge Acquisition II, Ltd., a Cayman Islands exempted company (the “Company,”
“we,” us,” and “our”), for use at the annual meeting of shareholders (the “Annual Meeting”)
to be held on Wednesday, December 30, 2020 at 10:00 a.m., Eastern Time, or at any adjournments thereof. For purposes of the Amended
and Restated Memorandum and Articles of Association of the Company, the physical place of the meeting shall be 1345 Avenue of the
Americas, 11th Floor, New York, New York 10105. This proxy statement summarizes the information that you need to make an informed
decision on the proposal to be considered at the Annual Meeting. This proxy statement and the enclosed proxy card were first sent
to the Company’s shareholders on or about December 9, 2020.
What is included in these materials?
These materials include:
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This Proxy Statement for the Annual Meeting; and
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The Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2020.
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What proposals will be addressed at the Annual Meeting?
Shareholders will be asked to consider
the following proposal at the Annual Meeting:
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An ordinary resolution to ratify the selection by our audit committee
of Grant Thornton LLP (“Grant Thornton”) to serve as our independent registered public accounting firm for the year
ending December 31, 2020.
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How does the Board of Directors recommend that I vote?
Our Board of Directors
unanimously recommends that all shareholders vote “FOR” the ratification of the selection of Grant Thornton
as our independent registered public accounting firm.
Who may vote at the Annual Meeting of shareholders?
Holders of the Company’s
ordinary shares, par value $0.0001 per share, as of the close of business on December 1, 2020 are entitled to vote at the Annual
Meeting. As of the Record Date, there were 34,500,000 Class A ordinary shares and 8,625,000 Class B ordinary shares issued and
outstanding.
All holders of Class
A ordinary shares and Class B ordinary shares are entitled to vote on the proposal to ratify the selection by our audit committee
of Grant Thornton to serve as our independent registered public accounting firm.
How many votes must be present to hold the Annual Meeting?
Your shares are counted
as present at the Annual Meeting if you attend the Annual Meeting and vote online, if you properly submit your proxy or if your
shares are registered in the name of a bank or brokerage firm and you do not provide voting instructions and such bank or broker
casts a vote on the ratification of our independent registered public accounting firm. On December 1, 2020, there were 34,500,000
Class A ordinary shares and 8,625,000 Class B ordinary shares outstanding and entitled to vote. In order for us to conduct the
Annual Meeting, the holders of a majority of the voting power of our ordinary shares entitled to vote on any of the proposals to
be voted on at the Annual Meeting must be present at the Annual Meeting. This is referred to as a quorum. Consequently, for the
proposal to ratify the selection by our audit committee of Grant Thornton as our independent registered public accounting firm,
21,562,501 Class A ordinary shares and Class B ordinary shares combined must be present at the Annual Meeting to constitute a quorum.
How many votes do I have?
Each Class A ordinary
share and Class B ordinary share is entitled to one vote on each matter that comes before the Annual Meeting. Information about
the share holdings of our directors and executive officers is contained in the section of this Proxy Statement entitled “Security
Ownership of Certain Beneficial Owners and Management.”
What is the difference between a shareholder of record and
a beneficial owner of shares held in street name?
Shareholder of Record.
If your shares are registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust
Company, you are considered the shareholder of record with respect to those shares, and the proxy materials were sent directly
to you by the Company.
Beneficial Owner
of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar
organization, then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded
to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting
at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in
your account. Those instructions are contained in a “vote instruction form.”
What is the proxy card?
The proxy card enables
you to appoint Gary A. Simanson, our President, Chief Executive Officer and Director, as your representative, at the Annual Meeting.
By completing and returning the proxy card, you are authorizing Mr. Simanson to vote your shares at the Annual Meeting in accordance
with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting. Even
if you plan to attend the Annual Meeting, it is strongly recommended that you complete and return your proxy card before the Annual
Meeting date in case your plans change. If a proposal comes up for vote at the Annual Meeting that is not on the proxy card, the
proxies will vote your shares, under your proxy, according to their best judgment.
If I am a shareholder of record of the Company’s shares,
how do I vote?
There are two ways to vote:
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Online. If you are a shareholder of record, you may vote online before the meeting, or vote at the Annual Meeting via the webcast.
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By Mail. You may vote by proxy by filling out the proxy card and sending it back in the envelope provided.
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If I am a beneficial owner of shares held in street name,
how do I vote?
There are three ways to vote:
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Online at the Annual Meeting. If you are a beneficial owner of shares held in street name and you wish to vote online at the Annual Meeting, you must obtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.
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By mail. You may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares.
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Over the Internet. You may vote by proxy by submitting your proxy over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card. This is allowed if you hold shares in street name and your bank, broker or other nominee offers those alternatives. Although most banks, brokers and other nominees offer these voting alternatives, availability and specific procedures vary.
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Will my shares be voted if I do not provide my proxy?
If you hold your shares directly in your
own name, they will not be voted if you do not provide a proxy.
Your shares may be voted
under certain circumstances if they are held in the name of a brokerage firm. Brokerage firms generally have the authority to vote
shares not voted by customers on certain “routine” matters, including the ratification of an independent registered
public accounting firm. Accordingly, at the Annual Meeting, your shares may be voted by your brokerage firm for the ratification
of our independent registered public accounting firm.
What vote is required to ratify the selection by our audit
committee of Grant Thornton as our independent registered public accounting firm?
Approval of the proposal
to ratify the selection of Grant Thornton as our independent registered public accounting firm requires an ordinary resolution
under Cayman Islands law, being the affirmative vote of the majority of the votes cast by the holders of Class A ordinary shares
and Class B ordinary shares present online or represented by proxy and entitled to vote on the matter at the Annual Meeting. Abstentions
and broker non-votes will be considered as present at the Annual Meeting for the purposes of establishing a quorum but shall have
no effect on this proposal, assuming that a quorum of the holders of Class A ordinary shares and Class B ordinary shares combined
is present.
Can I change my vote after I have voted?
You may revoke your
proxy and change your vote at any time before the final vote at the Annual Meeting. You may vote again by signing and returning
a new proxy card or vote instruction form with a later date or by attending the Annual Meeting and voting online if you are a shareholder
of record. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the
Annual Meeting or specifically request that your prior proxy be revoked by delivering to the Company’s Secretary at 9912
Georgetown Pike, Suite D203, Great Falls, Virginia 22066 a written notice of revocation prior to the Annual Meeting.
Please note, however,
that if your shares are held of record by a brokerage firm, bank or other nominee, you must instruct your broker, bank or other
nominee that you wish to change your vote by following the procedures on the voting form provided to you by the broker, bank or
other nominee. If your shares are held in street name, and you wish to attend the Annual Meeting and vote at the Annual Meeting,
you must bring to the Annual Meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your
beneficial ownership of the shares and giving you the right to vote your shares.
What happens if I do not indicate how to vote my proxy?
If you sign your proxy
card without providing further instructions, your shares will be voted “FOR” the ratification of Grant Thornton to
serve as our independent registered public accounting firm.
Is my vote kept confidential?
Proxies, ballots and
voting tabulations identifying shareholders are kept confidential and will not be disclosed except as may be necessary to meet
legal requirements.
Where do I find the voting results of the Annual Meeting?
We will announce preliminary
voting results at the Annual Meeting. The final voting results will be tallied by the inspector of election and published in the
Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following
the Annual Meeting.
Who bears the cost of soliciting proxies?
The Company will bear
the cost of soliciting proxies in the accompanying form and will reimburse brokerage firms and others for expenses involved in
forwarding proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, the Company,
through its directors and officers, may solicit proxies in person, by telephone or by electronic means. Such directors and officers
will not receive any special remuneration for these efforts.
Who is the sponsor of the Company?
References throughout
this proxy statement to our “sponsor” are to Thunder Bridge Acquisition II LLC, a Delaware limited liability company
of which, Gary A. Simanson, our President, Chief Executive Officer and Director, is the managing member.
Who can help answer my questions?
You can contact our
Chief Financial Officer, William A. Houlihan at (202) 431-0507 or by sending a letter to Mr. Houlihan at the offices of the Company
at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066 with any questions about the proposal described in this proxy
statement or how to execute your vote.
THE ANNUAL MEETING
We are furnishing this
proxy statement to you as a shareholder of Thunder Bridge Acquisition II, Ltd. as part of the solicitation of proxies by our Board
for use at our Annual Meeting to be held on Wednesday, December 30, 2020, or any adjournment thereof.
Date, Time, Place and Purpose of the Annual Meeting
The Annual Meeting will
be held on Wednesday, December 30, 2020, at 10:00 a.m., Eastern Time as a virtual meeting. For purposes of the Amended and Restated
Memorandum and Articles of Association of the Company, the physical place of the meeting shall be 1345 Avenue of the Americas,
11th Floor, New York, New York 10105. You will be able to attend, vote your shares, and submit questions during the Annual Meeting
via a live webcast available at https://www.cstproxy.com/thunderbridgeacquisitionii/2020. You are cordially invited to attend the
Annual Meeting, at which shareholders will be asked to consider and vote upon the following proposal, which is more fully described
in this proxy statement:
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An ordinary resolution to ratify the selection by our audit committee of Grant Thornton to serve as our independent registered public accounting firm for the year ending December 31, 2020.
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Record Date, Voting and Quorum
Our Board fixed the
close of business on December 1, 2020, as the Record Date for the determination of holders of our outstanding ordinary shares entitled
to notice of and to vote on all matters presented at the Annual Meeting. As of the record date, there were 34,500,000 Class A ordinary
shares and 8,625,000 Class B ordinary shares issued and outstanding and entitled to vote. Each ordinary share entitles the holder
thereof to one vote.
For the proposal to ratify the selection
by our audit committee of Grant Thornton as our independent registered public accounting firm, the holders of 21,562,501 Class
A ordinary shares and Class B ordinary shares combined, present virtually or represented by proxy, constitute a quorum.
Required Vote
The approval of the
proposal to ratify the selection of Grant Thornton as our independent registered public accounting firm requires an ordinary resolution
under Cayman Islands law, being the affirmative vote of the majority of the votes cast by the holders of Class A ordinary shares
and Class B ordinary shares present online or represented by proxy and entitled to vote on the matter at the Annual Meeting. Abstentions
and broker non-votes will be considered as present at the Annual Meeting for the purposes of establishing a quorum but shall have
no effect on this proposal, assuming that a quorum of the holders of Class A ordinary shares and Class B ordinary shares combined
is present.
Voting
You can vote your shares at the Annual Meeting
by proxy or online.
You can vote by proxy
by having one or more individuals who will be at the Annual Meeting vote your shares for you. These individuals are called “proxies”
and using them to cast your ballot at the Annual Meeting is called voting “by proxy.”
If you wish to vote
by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii)
submit your proxy over the Internet in accordance with the instructions on the enclosed proxy card or voting instruction card.
If you complete the
proxy card and mail it in the envelope provided or submit your proxy over the Internet as described above, you will designate the
Chief Executive Officer to act as your proxy at the Annual Meeting. He will then vote your shares at the Annual Meeting in accordance
with the instructions you have given him in the proxy card or voting instructions, as applicable, with respect to the proposal
presented in this proxy statement. Proxies will extend to, and be voted at, any adjournment(s) or postponement(s) of the Annual
Meeting.
Alternatively, you can
vote your shares online by attending the Annual Meeting.
A special note for
those who plan to attend the Annual Meeting and vote online: if your shares are held in the name of a broker, bank or other nominee,
you must either direct the record holder of your shares to vote your shares or obtain a legal proxy from the record holder to vote
your shares at the Annual Meeting.
Our Board is asking
for your proxy. Giving the Board your proxy means you authorize it to vote your shares at the Annual Meeting in the manner you
direct. You may vote for or withhold your vote for each nominee or proposal or you may abstain from voting. All valid proxies received
prior to the Annual Meeting will be voted. All shares represented by a proxy will be voted, and where a shareholder specifies by
means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification
so made. If no choice is indicated on the proxy, the shares will be voted “FOR” the ratification of the selection of
Grant Thornton as our independent registered public accounting firm.
Shareholders who have
questions or need assistance in completing or submitting their proxy cards should contact our Chief Financial Officer, William
A. Houlihan, at (202) 431-0507.
Shareholders who hold
their shares in “street name,” meaning the name of a broker or other nominee who is the record holder, must either
direct the record holder of their shares to vote their shares or obtain a legal proxy from the record holder to vote their shares
at the Annual Meeting.
Revocability of Proxies
Any proxy may be revoked
by the person giving it at any time before the polls close at the Annual Meeting. A proxy may be revoked by filing with our Secretary
(Thunder Bridge Acquisition II, Ltd., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066) either (i) a written notice
of revocation bearing a date later than the date of such proxy or (ii) a subsequent proxy relating to the same shares, or (iii)
by attending the Annual Meeting and voting online.
Simply attending the
Annual Meeting will not constitute revocation of your proxy. If your shares are held in the name of a broker or other nominee who
is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.
Attendance at the Annual Meeting
Only holders of ordinary
shares, their proxy holders and guests we may invite may attend the Annual Meeting. If you wish to attend the Annual Meeting virtually
but you hold your shares through someone else, such as a broker, you must bring a legal proxy from the broker, bank or other nominee
holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.
Solicitation of Proxies
The cost of preparing,
assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating
to the Annual Meeting, will be borne by the Company. Some banks and brokers have customers who beneficially own ordinary shares
listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse
them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding
shares of ordinary shares is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.
The solicitation of proxies by mail may be supplemented by telephone and personal solicitation by officers, directors and other
employees of the Company, but no additional compensation will be paid to such individuals.
No Right of Appraisal
Neither Cayman Islands
law nor our amended and restated memorandum and articles of association provide for appraisal or other similar rights for dissenting
shareholders in connection with the proposal to be voted upon at the Annual Meeting. Accordingly, our shareholders will have no
right to dissent and obtain payment for their shares.
Principal Offices
Our principal executive
offices are located at Thunder Bridge Acquisition II, Ltd., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066. Our
telephone number at such address is (202) 431-0507.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table
sets forth information regarding the beneficial ownership of our ordinary shares as of December 1, 2020 based on information obtained
from the persons named below, with respect to the beneficial ownership of shares of our ordinary shares, by:
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each person known by us to be the beneficial owner of more than 5% of our outstanding shares of ordinary shares;
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each of our executive officers and directors that beneficially owns shares of our ordinary shares; and
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all our executive officers and directors as a group.
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In the table below, percentage ownership
is based on 34,500,000 Class A ordinary shares, which includes Class A ordinary shares underlying the units sold in our initial
public offering, and 8,625,000 Class B ordinary shares outstanding as of December 1, 2020. Voting power represents the combined
voting power of Class A ordinary shares and Class B ordinary shares owned beneficially by such person. On all matters
to be voted upon, the holders of the Class A ordinary shares and the Class B ordinary shares vote together as a single class.
Currently, all of the Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis. The
table below does not include the Class A ordinary shares underlying the private placement warrants held or to be held by our
officers or sponsor because these securities are not exercisable within 60 days of this report.
Unless otherwise indicated, we believe that
all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by
them.
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Class A Ordinary Shares
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Class B Ordinary Shares
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Approximate
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Name and Address of Beneficial Owner (1)
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Number of
Shares
Beneficially
Owned
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Approximate
Percentage
of Class
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Number of
Shares
Beneficially
Owned
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Approximate
Percentage
of Class
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Percentage
of Outstanding
Ordinary
Shares
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Thunder Bridge Acquisition II, LLC (our sponsor)(2)(3)
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8,625,000
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100
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20
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Gary A. Simanson (3)
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100,000
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*
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8,625,000
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100
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20.2
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William A. Houlihan
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John Wu
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David E. Mangum
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Mary Anne Gillespie
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—
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—
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—
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—
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—
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Robert Hartheimer
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—
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—
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—
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—
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—
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Stewart J. Paperin
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—
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—
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—
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—
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—
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Allerd D. Stikker
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—
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—
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—
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—
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—
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All directors and executive officers as a group (9 individuals)(2)
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100,000
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*
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8,625,000
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100
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%
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20.2
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%
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Other 5% Shareholders
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Linden Advisors L.P. (4)
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2,622,600
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7.6
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%
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—
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—
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6.08
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%
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Millennium Management LLC (5)
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2,360,117
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6.8
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%
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—
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—
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5.47
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%
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1)
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Unless otherwise noted, the business address of each of the following entities or individuals is 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066.
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2)
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Interests shown consist solely of founders shares, classified as Class B ordinary shares. Such ordinary shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment.
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3)
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Mr. Simanson, our President and Chief Executive Officer, may be deemed to beneficially own shares held by our sponsor by virtue of his control over our sponsor, as its managing member. Mr. Simanson disclaims beneficial ownership of our ordinary shares held by our sponsor other than to the extent of his pecuniary interest in such shares. Each of our officers and directors is a member of our sponsor.
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4)
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According to a Schedule 13G filed with the SEC on August 13, 2019, as amended on January 14, 2020, Linden Advisors L.P, a Delaware partnership, shares voting and dispositive power over 2,622,600 Class A ordinary shares of the Company with Siu Min (Joe) Wong, a citizen of China (Hong Kong) and the United States. Linden Capital L.P., a Bermuda limited partnership and Linden GP LLC, a Delaware limited liability company, may be deemed the beneficial owner of 2,455,706 of those Class A ordinary shares of the Company held by Linden Capital L.P. The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 15th Floor, New York, New York 10022.
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5)
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According to a Schedule 13G filed with the SEC on November 7, 2019, as amended on January 8, 2020, jointly by Integrated Core Strategies (US) LLC (“Integrated Core Strategies”), Riverview Group LLC (“Riverview Group”), ICS Opportunities, Ltd. (“ICS Opportunities”), Millennium International Management LP (“Millennium International Management”), Millennium Management LLC (“Millennium Management”), Millennium Group Management LLC (“Millennium Group Management”) and Israel A. Englander (“Mr. Englander”), the parties reported that Integrated Core Strategies was the beneficial owner of 1,500,000 Class A ordinary shares of the Company, that Riverview Group was the beneficial owner of 690,177 Class A ordinary shares of the Company and that ICS Opportunities was the beneficial owner of 170,000 Class A ordinary shares of the Company. Millennium International Management is the investment manager to ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. Millennium Management is the general partner of Integrated Core Strategies and Riverview Group, and the general partner and 100% shareholder of ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, Riverview Group and ICS Opportunities. Millennium Group Management is the managing member of Millennium Management and the general partner of Millennium Internal Management and may be deemed to share voting control and investment discretion over securities owned by Integrated Core Strategies, Riverview Group and ICS Opportunities. Israel A. Englander controls the managing member of Millennium Group Management and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, Riverview Group and ICS Opportunities. However, the reporting parties state that the foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies, Riverview Group or ICS Opportunities. The address for the reporting persons’ principal business office is 666 Fifth Avenue, New York, New York 10103.
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PROPOSAL ONE — RATIFICATION OF
APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM BY VOTE OF THE CLASS A AND CLASS B SHAREHOLDERS
We are asking the shareholders
to ratify the audit committee’s selection of Grant Thornton as our independent registered public accounting firm for the
fiscal year ending December 31, 2020. The audit committee is directly responsible for appointing the Company’s independent
registered public accounting firm. The audit committee is not bound by the outcome of this vote. However, if the shareholders do
not ratify the selection of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December
31, 2020, our audit committee may reconsider the selection of Grant Thornton as our independent registered public accounting firm.
Grant Thornton has audited
our financial statements for the fiscal year ended December 31, 2019. A representative of Grant Thornton is expected to be present
at the Annual Meeting. The representative will have an opportunity to make a statement if he desires to do so and will be available
to answer appropriate questions from shareholders. The following is a summary of fees paid or to be paid to Grant Thornton for
services rendered.
Audit Fees. Audit fees consist of
fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided
by Grant Thornton in connection with regulatory filings. The aggregate fees of Grant Thornton for professional services rendered
for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective
periods and other required filings with the SEC for the period from February 13, 2019 (date of inception) to December 31,
2019 totaled approximately $44,284. The aggregate fees of Grant Thornton related to audit services in connection with our initial
public offering totaled approximately $26,250. The above amounts include interim procedures and audit fees, as well as attendance
at audit committee meetings.
Audit-Related Fees. Audit-related
fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review
of our financial statements and are not reported under “Audit Fees.” These services include attest services that are
not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the period
from February 13, 2019 (date of inception) to December 31, 2019 we did not pay Grant Thornton any audit-related fees.
Tax Fees. We did not pay Grant Thornton
for tax services, planning or advice for the period from February 13, 2019 (date of inception) to December 31, 2019.
All Other Fees. We did not pay Grant
Thornton for any other services for the period from February 13, 2019 (date of inception) to December 31, 2019.
Our audit committee
has determined that the services provided by Grant Thornton are compatible with maintaining the independence of Grant Thornton
as our independent registered public accounting firm.
Pre-Approval Policy
Our audit committee
was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the
foregoing services, although any services rendered prior to the formation of our audit committee were approved by our Board of
Directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve
all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof
(subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee
prior to the completion of the audit).
Full Text of the Resolution to be Approved
“RESOLVED, as an
ordinary resolution, that the selection by the audit committee of Grant Thornton LLP to serve as our independent registered public
accounting firm for the year ending December 31, 2020 be approved, adopted, confirmed and ratified in all respects.”
Vote Required
The ratification of
the appointment of Grant Thornton requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the majority
of the votes cast by the holders of Class A ordinary shares and Class B ordinary shares present online or represented by proxy
and entitled to vote on the matter at the Annual Meeting. Abstentions and broker non-votes will be considered as present at the
Annual Meeting for the purposes of establishing a quorum but shall have no effect on this proposal, assuming that a quorum of the
holders of Class A ordinary shares and Class B ordinary shares combined is present..
Recommendation
Our Board of Directors
recommends a vote “FOR” the ratification of the selection by the Audit Committee of Grant Thornton as our independent
registered public accounting firm.
OTHER MATTERS
Submission of Shareholder Proposals for the 2021 Annual Meeting
We anticipate that the
2021 annual meeting of shareholders will be held no later than December 31, 2021. For any proposal to be considered for inclusion
in our proxy statement and form of proxy for submission to the shareholders at our 2021 Annual Meeting of Shareholders, it must
be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act. Such proposals must be received by
the Company at its offices at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066 no later than August 1, 2021.
In addition, our amended
and restated memorandum and articles of association provide notice procedures for shareholders to nominate a person as a director
and to propose business to be considered by shareholders at a meeting. Notice of a nomination or proposal must be delivered to
us not less than 90 days and not more than 120 days prior to the date for the preceding year’s annual meeting of shareholders.
Accordingly, for our 2021 Annual Meeting, assuming the meeting is held on or about December 30, 2021, notice of a nomination or
proposal must be delivered to us no later than October 1, 2021 and no earlier than September 1, 2021. Nominations and proposals
also must satisfy other requirements set forth in the amended and restated memorandum and articles of association. The Chairman
of the Board may refuse to acknowledge the introduction of any shareholder proposal not made in compliance with the foregoing procedures.
Householding Information
Unless we have received
contrary instructions, we may send a single copy of this proxy statement to any household at which two or more shareholders reside
if we believe the shareholders are members of the same family. This process, known as “householding,” reduces the volume
of duplicate information received at any one household and helps to reduce our expenses. However, if shareholders prefer to receive
multiple sets of our disclosure documents at the same address this year or in future years, the shareholders should follow the
instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders
would like to receive only a single set of our disclosure documents, the shareholders should follow these instructions:
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If the shares are registered in the name of the shareholder, the shareholder should contact us at our offices at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, to inform us of his or her request; or
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If a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly.
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Where You Can Find More Information
We file annual and quarterly
reports and other reports and information with the Securities and Exchange Commission. We distribute to our shareholders annual
reports containing financial statements audited by our independent registered public accounting firm and, upon request, quarterly
reports for the first three quarters of each fiscal year containing unaudited financial information. In addition, the reports and
other information are filed through Electronic Data Gathering, Analysis and Retrieval (known as “EDGAR”) system and
are publicly available on the Securities and Exchange Commission’s website, located at http://www.sec.gov. We will
provide without charge to you, upon written or oral request, a copy of the reports and other information filed with the Securities
and Exchange Commission.
Any requests for copies
of information, reports or other filings with the Securities and Exchange Commission should be directed to Thunder Bridge Acquisition
II, Ltd., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, Attn: Secretary.
THUNDER BRIDGE ACQUISITION II, LTD.
9912 Georgetown Pike, Suite D203,
Great Falls, Virginia 22066
December 30, 2020
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF
THUNDER BRIDGE ACQUISITION II, LTD.
The undersigned hereby appoints
Gary A. Simanson, as proxy and attorney-in-fact, with the power of substitution and revocation, and hereby authorizes him to represent
and vote, as designated below, all the ordinary shares of Thunder Bridge Acquisition II, Ltd. (the “Company”) held
of record by the undersigned at the close of business on December 1, 2020 at the Annual Meeting of Shareholders to be held virtually
on Wednesday, December 30, 2020, at 10:00 a.m., Eastern Time, or any adjournment thereof (the “Meeting”) and
authorizes and instructs said proxies to vote in the manner directed below. For purposes of the Amended and Restated Memorandum
and Articles of Association of the Company, the physical place of the meeting shall be 1345 Avenue of the Americas, 11th Floor,
New York, New York 10105.
THIS PROXY, WHEN
PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED “FOR” PROPOSAL ONE.
(Continued, and to be marked, dated and
signed, on the other side)
THUNDER BRIDGE ACQUISITION II, LTD.
This Proxy Statement and the 2019 Annual Report on Form 10-K are available at:
https://www.cstproxy.com/thunderbridgeacquisitionii/2020
THUNDER BRIDGE ACQUISITION II, LTD.
Vote Your Proxy by mail: Mark,
sign and date your proxy card and return it in the postage-paid envelope provided.
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Please mark
your votes
like this
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☐
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PROXY
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” PROPOSAL ONE.
1. RESOLVED, as an ordinary resolution,
that the selection by the audit committee of Grant Thornton LLP to serve as our independent registered public accounting firm for
the year ending December 31, 2020 be approved, adopted, confirmed and ratified in all respects.
For ☐
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Against ☐
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Abstain ☐
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PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER:
Signature
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Signature
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Date , 2020
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Note: Please sign exactly as your name
or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign in full corporate name
by duly authorized officer, giving full title as such. If a partnership, please sign in partnership name by authorized person.
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