Correspondence 0001213900-24-050348 from Thunder Bridge Capital Partners IV, Inc. (THCP, THCPU, THCPW) (CIK 0001843993)
Thunder Bridge Capital Partners IV, Inc. (THCP, THCPU, THCPW) (CIK 0001843993)
Date: June 6, 2024 · CIK: 0001843993 · Accession: 0001213900-24-050348
AI Filing Summary & Sentiment
File numbers found in text: 001-40555
Referenced dates: June 5, 2024
Letter
VIA EDGAR Division of Corporation Finance Attention: Catherine De Lorenzo and David Link Re: Thunder Bridge Capital Partners IV, Inc. Preliminary Proxy Statement on Schedule 14A Filed May 28, 2024 File No. 001-40555
Dear Ms. De Lorenzo and Mr. Link:
Thunder Bridge Capital Partners IV, Inc. (the “Company,” “we,” “our” or “us”) hereby transmits its response to the comment letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated June 5, 2024, regarding the Preliminary Proxy Statement on Schedule 14A filed on May 28, 2024. Concurrently with the submission of this letter, the Company is filing an Amendment to Preliminary Proxy Statement on Schedule 14A (the “Revised Proxy Statement”).
For the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.
Preliminary Proxy Statement on Schedule 14A
General
1. We note that you are seeking to extend your termination date beyond July 2, 2024, 36 months after the consummation of your initial public offering. We also note that you are listed on The Nasdaq Capital Market and that Nasdaq IM-5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Please revise to explain that the proposal to extend your termination deadline beyond July 2, 2024, does not comply with this rule, or advise, and to disclose the risks of your non-compliance with this rule, including that your securities may be subject to suspension and delisting from The Nasdaq Capital Market, and the consequences of any such suspension or delisting.
We acknowledge the Staff’s comment and respectfully inform the Staff that we have added the requested information as a risk factor on page 14 of the Revised Proxy Statement. We also note that the Company’s securities were incorrectly disclosed as being listed on the Nasdaq Capital Market, while actually being listed on the Nasdaq Global Market. The information has been revised in the Letter to Stockholders and on pages 14 and 25 of the Revised Proxy Statement.
***
U.S. Securities and Exchange Commission
June 6, 2024
Page 2 of 2
We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Benjamin Reichel, Esq. of Ellenoff Grossman & Schole LLP, at (212) 370-1300.
Very truly yours,
THUNDER BRIDGE CAPITAL PARTNERS IV, INC.
Show Raw Text
CORRESP
1
filename1.htm
THUNDER BRIDGE CAPITAL PARTNERS IV, INC.
9912 Georgetown Pike
Suite D203
Great Falls, VA 22066
June 6, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Catherine De Lorenzo and David Link
Re:
Thunder Bridge Capital Partners IV, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed May 28, 2024
File No. 001-40555
Dear Ms. De Lorenzo and Mr. Link:
Thunder Bridge Capital Partners
IV, Inc. (the “Company,” “we,” “our” or “us”) hereby transmits its response to the comment
letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated June
5, 2024, regarding the Preliminary Proxy Statement on Schedule 14A filed on May 28, 2024. Concurrently with the submission of this letter,
the Company is filing an Amendment to Preliminary Proxy Statement on Schedule 14A (the “Revised Proxy Statement”).
For the Staff’s convenience,
we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.
Preliminary Proxy Statement on Schedule 14A
General
1. We note that you are seeking to extend your termination date beyond July 2, 2024, 36 months after the
consummation of your initial public offering. We also note that you are listed on The Nasdaq Capital Market and that Nasdaq IM-5101-2
requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of
its IPO registration statement. Please revise to explain that the proposal to extend your termination deadline beyond July 2, 2024, does
not comply with this rule, or advise, and to disclose the risks of your non-compliance with this rule, including that your securities
may be subject to suspension and delisting from The Nasdaq Capital Market, and the consequences of any such suspension or delisting.
We acknowledge the Staff’s
comment and respectfully inform the Staff that we have added the requested information as a risk factor on page 14 of the Revised Proxy
Statement. We also note that the Company’s securities were incorrectly disclosed as being listed on the Nasdaq Capital Market, while actually
being listed on the Nasdaq Global Market. The information has been revised in the Letter to Stockholders and on pages 14 and 25 of the
Revised Proxy Statement.
***
U.S. Securities and Exchange Commission
June 6, 2024
Page 2 of 2
We thank the Staff in advance for its consideration
of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Benjamin Reichel, Esq. of Ellenoff
Grossman & Schole LLP, at (212) 370-1300.
Very truly yours,
THUNDER BRIDGE CAPITAL PARTNERS IV, INC.
By:
/s/ Gary A. Simanson
Name:
Gary A. Simanson
Title:
Chief Executive Officer
cc: Ellenoff Grossman & Schole LLP