Business Context and Reporting Period
Indie Semiconductor, Inc. filed this Form 8-K under Item 4.01 on July 16, 2021, following the June 10, 2021 completion of its business combination with Ay Dee Kay, LLC, doing business as indie Semiconductor. The company became the successor issuer to Thunder Bridge Acquisition II, Ltd. and changed its name to Indie Semiconductor, Inc.
The filing addresses a change in the company’s independent registered public accounting firm. It does not provide operating results for a fiscal quarter or year.
Financial Metrics and Liquidity
The filing does not provide clear values for revenue, profit, cash flow, margins, debt, liquidity, or other operating metrics.
Material Changes Versus the Prior Comparable Period
- On July 16, 2021, the Audit Committee appointed KPMG LLP as the company’s principal accountant.
- Grant Thornton LLP, which served as Thunder Bridge II’s principal accountant, will no longer serve in that role.
- Before the business combination, KPMG audited indie Semiconductor and Grant Thornton audited Thunder Bridge II and the successor company.
Audit Matters, Risks, and Unusual Items
- Grant Thornton’s reports on Thunder Bridge II’s financial statements for 2020 and the period from inception through December 31, 2019 contained no adverse opinion or disclaimer and were not qualified or modified for uncertainty, audit scope, or accounting principles, except for explanatory paragraphs.
- The explanatory matters related to substantial doubt about Thunder Bridge II’s ability to continue as a going concern during the period from inception through February 26, 2019, and the restatement of the 2019 and 2020 financial statements to correct the accounting treatment of warrants issued in Thunder Bridge II’s initial public offering.
- The company disclosed a material weakness in internal control over financial reporting involving management’s review of the warrant accounting treatment that led to the restatement.
- No disagreements with Grant Thornton were reported regarding accounting principles, financial statement disclosures, or audit scope and procedures.
- No other reportable events were disclosed, and the company did not consult KPMG regarding accounting principles, audit opinions, disagreements, or reportable events during the specified periods.
- Grant Thornton provided a letter responding to the company’s disclosures, included as Exhibit 16.1.
Important Facts for Investors to Verify
- Review Exhibit 16.1 for Grant Thornton’s response to the change in accountant disclosures.
- Review the restated Thunder Bridge II financial statements and related warrant accounting treatment.
- Assess remediation of the disclosed material weakness in internal control over financial reporting.
- Confirm the impact of the business combination and successor-issuer accounting in subsequent financial statements.
- Note that this filing contains no current financial guidance, operating forecasts, or quantified liquidity information.