Business Context and Reporting Period
This Form 8-K is filed by Thunder Bridge Acquisition, Ltd., a Cayman Islands corporation and emerging growth company. The report covers events occurring on April 15, 2019, with the filing date of April 17, 2019. The company is a special purpose acquisition company (SPAC) currently seeking an initial business combination.
Key Financial Metrics
The filing discloses the creation of a direct financial obligation rather than operational financial results.
- Debt Obligation: Issued an unsecured promissory note to its Sponsor, Thunder Bridge Acquisition LLC, with a principal amount of up to $600,000.
- Funding Status: As of April 17, 2019, $337,500 of the note has been funded by the Sponsor.
- Interest Rate: The note bears no interest.
- Repayment Terms: Repayable in full upon the consummation of the Company's initial business combination.
- Revenue, Profit, Cash Flow, Margins, Liquidity: The filing text does not provide a clear value for these operational metrics.
Material Changes
The primary material change is the establishment of a new debt facility with the Sponsor to support the company's operations leading up to a potential business combination. This represents an increase in the company's liabilities contingent on the completion of a merger.
Outlook, Risks, and Unusual Items
Management Commentary: The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933. The note is intended to provide working capital or transaction expenses.
Risks and Contingencies: The repayment of the $600,000 note is contingent upon the successful consummation of an initial business combination. If no combination occurs, the repayment terms may differ based on the specific provisions of the note (not fully detailed in this summary).
Investor Verification Checklist
- Verify the full text of the Promissory Note (Exhibit 10.1) to understand specific repayment conditions if a business combination is not consummated.
- Confirm the total amount of working capital currently held by the company versus the $337,500 funded under this note.
- Review the company's status as an emerging growth company and any associated reporting exemptions.
- Monitor future filings for updates on the search for a target business combination.