SecProbe.io

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 January 26, 2026

Naixi Wu
Chief Financial Officer
indie Semiconductor, Inc.
32 Journey Suite #100
Aliso Viejo, CA 92656

 Re: indie Semiconductor, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-40481
Dear Naixi Wu:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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 indie Semiconductor 32 Journey Aliso Viejo, CA 92656 +1 (949) 608-0854   January 23, 2026   U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549   Attention: Dale Welcome and Anne McConnell   Re: indie Semiconductor, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Filed March 3, 2025 Form 8-K Filed August 7, 2025 File No. 001-40481   Dear Mr. Welcome and Ms. McConnell:   indie Semiconductor, Inc. (the “Company” or “we”) is in receipt of the comment letter dated January 14, 2026 (the “Comment Letter”) from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission relating to the above-referenced filing.   We submit this letter in response to the Comment Letter. For ease of reference, we have set forth the Staff’s comment in italics and the Company’s corresponding response below.   Form 8-K Filed November 6, 2025 Exhibit 99.1, page 1   1. We note your response to prior comment 6, including your statements that you do not present GAAP gross profit or GAAP gross margin in your Consolidated Statements of Operations because certain costs related to contract revenues are expensed as incurred and included in research and development expenses and it is not practicable to allocate such expenses to cost of sales. We also note you now believe the adjusted non-GAAP gross profit and adjusted non-GAAP gross margin measures you present should be categorized as Key Performance Metrics (KPMs) because: (1) they are consistent with how you reflect your business in internal financial statements; (2) they are consistent with how your leadership and Chief Executive Officer operate and manage the business (including being used as a measurement metric your annual incentive plan); and (3) they are part of the material quantitative measures that your investors use to understand and evaluate your periodic financial performance. Please more fully address the following: • Based on the information you provided, it does not appear to us that the measures you present should be categorized as KPMs. Although we acknowledge KPMs and non-GAAP financial measures may overlap, based on the nature and calculation of the measures you present, we believe that the measures meet the definition of a non-GAAP financial measure since they

 are numerical financial metrics that exclude or include amounts from the most directly comparable GAAP measures, regardless of whether the GAAP measures are in your Consolidated Statements of Operations. In this regard it would not be appropriate to present them without presenting, and reconciling to, the most directly comparable GAAP measures, GAAP gross profit and GAAP gross margin, based on the guidance in Items 10(e)(1)(i)(A) and (B) of Regulation S-K and Item 100(a) of Regulation G. • Based on the description of your business, including how contract revenue, funding received from customers to develop certain products, and product revenue are generated and, your statement that these activities "create a library of knowledge for you to essentially generate revenue", it is not clear to us how you determined that presenting non-GAAP performance measures, that exclude research and development expenses, complies with the requirements of Item 10(e)of Regulation S-K, Item 100(a) of Regulation G, and our response to Question 100.01 of the Non-GAAP CDIs.   The Company acknowledges the Staff’s comment. After further consideration, the Company informs the Staff that the Company will remove the measures of non-GAAP gross profit and non-GAAP gross margin from its future filings.   Please feel free to contact me at (949) 608-0854 or naixi.wu@indie.inc if there are any further questions.   Sincerely, /s/ Naixi Wu Naixi Wu Chief Financial Officer

 cc:
 Audrey Wong, Chief Legal Counsel

 Shelly Heyduk, O'Melveny & Myers LLP

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 January 14, 2026

Naixi Wu
Chief Financial Officer
indie Semiconductor, Inc.
32 Journey Suite #100
Aliso Viejo, CA 92656

 Re: indie Semiconductor, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Form 8-K Filed November 6, 2025
 Response Dated September 26, 2025
 File No. 001-40481
Dear Naixi Wu:

 We have reviewed your September 26, 2025 response to our comment letter
and have
the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our August
22, 2025 letter.

Form 8-K Filed November 6, 2025
Exhibit 99.1, page 1

1. We note your response to prior comment 6, including your statements that
you do not
 present GAAP gross profit or GAAP gross margin in your Consolidated
Statements of
 Operations because certain costs related to contract revenues are
expensed as incurred
 and included in research and development expenses and it is not
practicable to
 allocate such expenses to cost of sales. We also note you now believe
the adjusted
 non-GAAP gross profit and adjusted non-GAAP gross margin measures you
present
 should be categorized as Key Performance Metrics (KPMs) because: (1)
they are
 consistent with how you reflect your business in internal financial
statements; (2) they
 are consistent with how your leadership and Chief Executive Officer
operate and
 manage the business (including being used as a measurement metric your
annual
 January 14, 2026
Page 2

 incentive plan); and (3) they are part of the material quantitative
measures that your
 investors use to understand and evaluate your periodic financial
performance. Please
 more fully address the following:
 Based on the information you provided, it does not appear to us that
the measures
 you present should be categorized as KPMs. Although we acknowledge
KPMs
 and non-GAAP financial measures may overlap, based on the nature and
 calculation of the measures you present, we believe that the
measures meet the
 definition of a non-GAAP financial measure since they are numerical
financial
 metrics that exclude or include amounts from the most directly
comparable GAAP
 measures, regardless of whether the GAAP measures are in your
Consolidated
 Statements of Operations. In this regard it would not be appropriate
to present
 them without presenting, and reconciling to, the most directly
comparable GAAP
 measures, GAAP gross profit and GAAP gross margin, based on the
guidance in
 Items 10(e)(1)(i)(A) and (B) of Regulation S-K and Item 100(a) of
Regulation G.
 Based on the description of your business, including how contract
revenue,
 funding received from customers to develop certain products, and
product revenue
 are generated and, your statement that these activities "create a
library of
 knowledge for you to essentially generate revenue , it is not
clear to us how you
 determined that presenting non-GAAP performance measures, that
exclude
 research and development expenses, complies with the requirements of
Item 10(e)
 of Regulation S-K, Item 100(a) of Regulation G, and our response to
Question
 100.01 of the Non-GAAP CDIs.

 Please contact Dale Welcome at 202-551-3865 or Anne McConnell at
202-551-3709
if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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 indie Semiconductor 32 Journey Aliso Viejo, CA 92656 +1 (949) 608-0854   November 6, 2025   U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549   Attention: Dale Welcome and Anne McConnell   Re: indie Semiconductor, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Filed March 3, 2025 Form 8-K Filed August 7, 2025 File No. 001-40481   Dear Mr. Welcome and Ms. McConnell:   indie Semiconductor, Inc. (the “Company” or “indie” or “we”) is submitting this letter to supplement the Company’s response letter submitted via EDGAR on September 26, 2025 (the “September Response Letter”) to the August 22, 2025 comment letter from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission. Except as described below, the Company has implemented the disclosure revisions described in the September Response Letter in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Form 10-Q”), to be filed on November 7, 2025, and in its earnings release furnished under Item 2.02 of Form 8-K on November 6, 2025 (the “Earnings Release”) that were applicable to the Form 10-Q and the Earnings Release (i.e., revisions in response to Comments No. 1, 3, 4 and 5). With respect to Comment No. 6, the Company retained its current presentation with respect to the disclosure of non-GAAP gross profit and non-GAAP gross margin. In the September Response Letter the Company explained that it intended to revise its disclosure of non-GAAP gross profit and non-GAAP gross margin that was the subject of the Staff’s comment and would instead present the information as a Key Performance Metric. In light of the ongoing government shutdown and uncertainties about the Staff’s position following our discussion with the Staff on September 23, 2025, the Company determined it would not be in the best interests of our investors to transition to the Key Performance Metric presentation in the Earnings Release without first clearing the proposed presentation with the Staff as we believe that presenting the revised presentation in the Earnings Release would risk creating confusion for our investors if the Staff has additional comments about the presentation that would require future changes to the disclosure. The Company welcomes continued engagement with the Staff on the September Response Letter when the shutdown ends and the Commission resumes its normal operations. Please feel free to contact me at (949) 608-0854 or naixi.wu@indie.inc with any questions or to arrange a call at the Staff’s convenience.

 Sincerely, /s/ Naixi Wu Naixi Wu Chief Financial Officer

 cc:
 Audrey Wong, Chief Legal Counsel

 Shelly Heyduk, O'Melveny & Myers LLP

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indie Semiconductor

32 Journey

Aliso Viejo, CA 92656

+1 (949) 608-0854

September 26, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Dale Welcome and Anne McConnell

Re:    indie Semiconductor, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2024

Filed March 3, 2025

Form 8-K Filed August 7, 2025

File No. 001-40481

Dear Mr. Welcome and Ms. McConnell:

indie Semiconductor, Inc. (the “Company” or “indie” or “we”) is in receipt of a comment letter dated August 22, 2025 (the “Comment Letter”) from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission relating to the above-referenced filing.

We submit this letter in response to the Comment Letter. For ease of reference, we have set forth the Staff’s comment in italics and the Company’s corresponding response below.

Form 10-K for the Fiscal Year Ended December 31, 2024

Consolidated Financial Statements

Note 1 - Nature of the Business and Basis of Presentation

Basis of Presentation, page 63

1.We note the consolidated financial statements include Wuxi indie Microelectronics (“Wuxi”), a Chinese entity with approximately 59% voting controlled and approximately 34% owned by the company as of December 31, 2024, as well as Wuxi’s wholly-owned subsidiaries. Please address the following items.

•Explain the equity structure of Wuxi and tell us how you determined your ownership interest and voting control.

Wuxi indie Microelectronics Technology Co., Ltd. (“Wuxi”) was incorporated in Wuxi, China in 2017.  Ay Dee Kay, LLC (“ADK”), the accounting predecessor for indie Semiconductor, Inc., was an initial investor in Wuxi, holding approximately 73% of the total outstanding shares of Wuxi at inception. Since then, Wuxi has raised multiple rounds of additional funding from third party investors, which has resulted in dilution of ADK’s initial equity ownership. As of December 31, 2024, ADK holds approximately 34% of the total outstanding equity of Wuxi.

  The remaining outstanding equity is held by unrelated third-party investors and employees of Wuxi. All of the Wuxi employees hold their equity in Wuxi through an employee equity management company (“ESOP”).

	The Company, through various agreements between ADK and Wuxi that are discussed below, has voting control at both the stockholder and board level of Wuxi. These arrangements are common in China.

	In 2021, ADK entered into a Voting Rights Entrustment Agreement (“Voting Agreement”) with Wuxi’s ESOP, in which Wuxi’s ESOP, on behalf of all Wuxi employees, entrusted ADK with voting power over all of the Wuxi’s employees’ shares.  The Voting Agreement was renewed in February 2024 and terminates upon the earlier of (i) the occurrence of a qualified liquidation event, as determined by ADK at its sole discretion; (ii) three years from the date of the listing of Wuxi on a public exchange; or (iii) both parties reaching a mutual agreement to terminate the Voting Agreement. Through this Voting Agreement, ADK had combined voting control of approximately 59% of the outstanding equity of Wuxi as of December 31, 2024. This percentage has not changed as of the date of this letter.

	While ADK’s 34% equity ownership gives us the ability to direct any supermajority shareholder voting outcomes, ADK’s rights under the Voting Agreement give ADK voting control over Wuxi by providing ADK the ability to direct all majority shareholder voting outcomes.

	In addition to the Voting Agreement which applies to shareholder voting matters, voting agreements are also in place at the Wuxi board of directors level. Currently, there are nine board members at Wuxi. Donald McClymont, the Company’s Chief Executive Officer, serves as ADK’s designee to the Board of Directors of Wuxi. There are also separate voting agreements with four of the other eight Wuxi directors. Each of these four voting agreements provides that the counterparty director will vote along with the ADK designee to Wuxi’s Board of Directors on all board matters that require consensus, and in the event of a disagreement, the counterparty director will vote consistent with ADK’s designee on all board matters. This gives ADK, through its director designee voting control at the Wuxi board level.

•Based on disclosures in your Form 8-K, filed May 19, 2025, we note you entered

into a non-binding agreement to sell your equity interest in Wuxi subject to negotiation and execution of definitive agreements, completion of due diligence and receipt of applicable regulatory approvals; however, we noted no disclosures related to the potential sale and its possible impact on your financial statements, including the significance of this entity to your results of operations and financial condition, in your Form 8-K or

  		Page 2

  Form 10-Q for the quarter ended June 30, 2025. Tell us, and revise future filings to discuss and quantify to the extent material, the potential impact of the sale on your financial statements.

The Company respectfully advises the Staff that for the quarter ended June 30, 2025 and through the date of this letter, the agreement to sell our equity interest in Wuxi remains non-binding, with terms still under negotiation. Although we anticipate signing a definitive agreement with UFA, the decision to move forward with a binding agreement, if any, is solely within the Company’s discretion. Additionally, should the Company enter into a definitive agreement with UFA, local regulatory approval will be required for the transaction to become effective.

For the three and six months ended June 30, 2025, Wuxi accounted for 42% and 38% of indie’s consolidated revenue, respectively, and approximately 10% of indie’s consolidated operating expenses for each period. Further, for the three and six months ended June 30, 2025, Wuxi accounted for approximately 10% and 2% of indie’s consolidated total assets and total liabilities, respectively.

In future filings, the Company will provide additional disclosure within Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations to discuss and quantify, to the extent material, the potential impact of the potential sale of the Wuxi equity interest on our results of operations and financial condition.  The following illustrates this disclosure as of and for the three and six months ended June 30, 2025:

“Potential Divestiture of Wuxi

In May 2025, the Company entered into a non-binding agreement with United Faith Auto-Engineering Co., Ltd., a publicly-listed company in the People’s Republic of China (“United Faith”), to sell up to all of its equity interest in Wuxi, comprising 34% as of June 30, 2025. The consummation of any transaction is subject to negotiation and execution of definitive agreements, completion of due diligence and receipt of applicable local regulatory approvals. During the period between entering into a definitive agreement with United Faith and prior to closing the transaction, the divestiture of Wuxi will meet the criteria to be reported as discontinued operations when indie determines that it is probable that United Faith will receive all necessary local regulatory approvals within the requisite period under applicable accounting guidance. Upon the completion of this potential divestiture, indie would expect to fully de-consolidate the financial results of Wuxi and in return, to recognize a pre-tax gain/loss upon completion of the transaction, which would be presented in the Consolidated Statements of Operations. For the three and six months ended June 30, 2025, Wuxi accounted for 42% and 38% of indie’s consolidated revenue,

  		Page 3

  respectively, and approximately 10% of indie’s consolidated operating expenses for each period. Further, as of June 30, 2025, Wuxi accounted for approximately 10% and 2% of indie’s consolidated total assets and total liabilities, respectively. Following any de-consolidation of Wuxi, the Company will no longer include any financial results of Wuxi in its future consolidated financial statements.

As of June 30, 2025, the agreement between indie and United Faith remains non-binding and uncertain, and its terms are still under negotiation, including terms related to pricing.”

In our future periodic filings, we also plan to include additional disclosure in the notes to the financial statements to discuss the potential sale of our investment in Wuxi more fully.

Note 8 - Goodwill, page 82

2.We note your disclosure that "There were no other indicators of impairment noted during the years ended December 31, 2024, 2023 and 2022"; however, we also note you recorded material operating losses during each period, negative operating cash flows during each period, and gains on fair value adjustments for contingent consideration related to business combinations. Please more fully explain to us your consideration of these indicators in your impairment analyses of goodwill and intangible assets as of your most recent impairment tests. In addition, revise future filings to more fully disclose and discuss the material estimates and assumptions underlying your impairment analyses.

The Company notes the Staff’s comment and respectfully advises the Staff that the Company acquired several entities during the years of 2024, 2023 and 2022, which resulted in the recording of intangible assets, including goodwill. indie has two reporting units (Legacy indie and Photonics) and conducts its annual goodwill impairment test at a reporting unit level in accordance with ASC 350 on October 1 of each year. ASC 350 allows entities to first use a qualitative approach to test goodwill for impairment. As further detailed below, after applying a qualitative analysis as of each applicable impairment test date, the Company concluded that it was s not more likely than not that the fair values of its reporting units were less than their carrying amounts.

In 2022 the Company completed its final purchase price valuation for its 2021 acquisition of TeraXion, which created the Photonics reporting unit in addition to its existing reporting unit of Legacy indie. At the time, largely due to the close proximity between the closing of the acquisition of TeraXion, which established the initial value of goodwill based on a fair value assessment for that reporting unit, and the annual impairment assessment, the Company concluded that it was more likely than not that the fair value of the Photonics reporting unit exceeded its carrying value.

  		Page 4

  The Company determined there were no other considerations under ASC 350-20-35-3C or other factors that led management to believe otherwise.

In September 2023, the Company acquired Exalos AG, which further expanded the Photonics reporting unit.

In both 2023 and 2024, the Company considered the factors described in ASC 350-20-35-3C, along with other factors, with respect to the Photonics reporting unit during its annual goodwill impairment assessment, and noted none of the following:

•Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets;

•Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (consider in both absolute terms and relative to peers), a change in the market for an entity’s products or services, or a regulatory or political development;

•Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows;

•Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation;

•Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing of all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit; or

•Recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit.

The Company did note continuing operating losses at the Photonics reporting unit. However, when considering the financial performance of this reporting unit, the Company also noted the following:

•It is common for companies in the automotive semiconductor design sector to report operating losses during the initial research and development phase. These losses primarily reflect substantial upfront investment in product design, engineering and testing costs prior to generating meaningful commercial revenue for each product. In other words, there is generally a long ramp-up phase between the design and the release of a product. During such ramp-up periods, companies often reflect significant negative cash flow on their financial statements. However, once the product enters the market, revenues are expected to scale meaningfully given the long

  		Page 5

  production cycles and volume commitments typical to the automotive industry. Over time, these revenues are expected to offset the accumulated losses and support sustainable profitability, including ongoing positive cash flow. Although the Company recorded net operating losses at a consolidated level for 2024, 2023 and 2022 (as noted by the Staff), and at the Photonics reporting unit level in these same years, such financial performances were consistent with the aforementioned industry trend and were in-line with management’s expectations. Separately, while the Photonics reporting unit recorded an operating loss, it was expected to grow organically and its financial results were actually strengthened by the acquisition of Exalos AG. With the acquisition of Exalos AG, their technological specialization and expertise further expanded the Photonics reporting unit and allowed it to be relatively inelastic toward the competition in its relative market;

•Through various market study data and analyst reports prepared by credible sources, the automotive semiconductor market and the automotive LiDAR sector (the two main sectors relevant to the Photonics reporting unit) continued to show future growth and optimism globally, even while the macroeconomic environment had mixed performance (e.g., slower than expected recovery in the global market but stronger than expected performance in the domestic market);

•On October 1 of both years, the Photonics reporting unit continued to forecast, similar to prior years, a significant medium to long-term revenue stream related to the automotive LiDAR business that was believed to have a high likelihood of achievement. Due to the recent achievement of these technologies, LiDAR revenues were not a part of the initial valuations when TeraXion or Exalos AG were acquired. The high likelihood of this revenue stream was supported by (i) the favorable outlook in the automotive semiconductor and automotive LiDAR sector noted above, (ii) the launch of indie’s own award-winning automotive LiDAR solution (Surya 1) and the positive feedback/interest it received from Tier-1 automotive suppliers, and (iii) the general trend of the LiDAR technology market’s continued shift towards coherent LiDAR (i.e., technology used by indie’s LiDAR solution);

•There was sufficient capital to support the Photonics reporting unit’s ongoing operational and growth needs both through its existing business and the ongoing support from its parent, indie Semiconductor, Inc.; and

•Lastly, there were no events affecting the Photonics reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectatio

August 22, 2025
Donald McClymont
Chief Executive Officer
indie Semiconductor, Inc.
32 Journey Suite #100
Aliso Viejo, CA 92656
Re:indie Semiconductor, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2024
Filed March 3, 2025
Form 8-K Filed August 7, 2025
File No. 001-40481
Dear Donald McClymont:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2024
Consolidated Financial Statements
Note 1 - Nature of the Business and Basis of Presentation
Basis of Presentation, page 63
We note the consolidated financial statements include Wuxi indie Microelectronics
(“Wuxi”), a Chinese entity with approximately 59% voting controlled and
approximately 34% owned by the company as of December 31, 2024, as well as
Wuxi’s wholly-owned subsidiaries. Please address the following items.
•Explain the equity structure of Wuxi and tell us how you determined your
ownership interest and voting control.
Based on disclosures in your Form 8-K , filed May 19, 2025, we note you entered
into a non-binding agreement to sell your equity interest in Wuxi subject to
negotiation and execution of definitive agreements, completion of due diligence
and receipt of applicable regulatory approvals; however, we noted no disclosures •1.

August 22, 2025
Page 2
related to the potential sale and its possible impact on your financial statements,
including the significance of this entity to your results of operations and financial
condition, in your Form 8-K or Form 10-Q for the quarter ended June 30, 2025.
Tell us, and revise future filings to discuss and quantify to the extent material, the
potential impact of the sale on your financial statements.
Note 8 - Goodwill, page 82
2.We note your disclosure that "There were no other indicators of impairment noted
during the years ended December 31, 2024, 2023 and 2022"; however, we also note
you recorded material operating losses during each period, negative operating cash
flows during each period, and gains on fair value adjustments for contingent
consideration related to business combinations. Please more fully explain to us your
consideration of these indicators in your impairment analyses of goodwill and
intangible assets as of your most recent impairment tests. In addition, revise future
filings to more fully disclose and discuss the material estimates and assumptions
underlying your impairment analyses.

Note 12 - Fair Value Measurements, page 89
3.Please revise future filings to provide the disclosures required by ASC 820-10-50-2c
and 2d.
Form 8-K Filed August 7, 2025
Exhibit 99.1
Reconciliation of Preliminary Non-GAAP Measures to GAAP
4.Based on your non-GAAP financial measures and the related non-GAAP adjustments,
please address the following items.
•Quantify, and more fully explain to us, each material expense included in the
adjustment identified as "Acquisition related and other non-recurring professional
expenses" for the years ended December 31, 2024 and 2023 presented in the Form
8-K filed on February 20, 2025.
•Revise the title of the measure you identify as "non-GAAP EBITDA" since this
title may imply EBITDA is a GAAP measure which it is not. Refer to Question
103.01 of the Compliance & Disclosures Interpretations on Non-GAAP Financial
Measures.
•Explain why depreciation and amortization expense in the reconciliations of non-
GAAP EBITDA do not reconcile to corresponding amounts presented in the
statements of cash flows. This comment is also applicable to the Form 8-Ks filed
on February 20, 2025 and May 12, 2025.
•Ensure narrative disclosures identify and fully explain each non-GAAP
adjustment you present.

August 22, 2025
Page 3
5.We note non-GAAP net loss per share attributable to indie Semiconductor, Inc. is
calculated using a non-GAAP share count, that, in addition to including historical
weighted average outstanding shares of class A common stock, also includes weighted
average outstanding shares of Class V common stock, escrow shares, and TeraXion
unexercised options. Please explain to us why you believe including weighted average
Class V common stock, escrow shares, and TeraXion unexercised options to compute
non-GAAP net loss per share attributable to indie Semiconductor, Inc. is meaningful
and appropriate. Specifically address your consideration of Question 100.04 of the
Compliance & Disclosure Interpretations on Non-GAAP Financial Measures since it
appears to us your non-GAAP share count essentially results in not complying with
the anti-dilution provisions of ASC 260.
Discussion Regarding the Use of Non-GAAP Financial Measures
6.Your disclosures state you “do not report a GAAP measure of gross profit or gross
margin because certain costs related to contract revenues are expensed as incurred and
included in research and development expenses, and not in cost of sales, as it is not
practicable for us to bifurcate these expenses” and you “derive and reconcile non-
GAAP gross profit from the most relevant GAAP financial measures by subtracting
GAAP cost of sales, adjusted for acquisition-related and other non-recurring
professional expenses and share-based compensation, from GAAP revenue.” Due to
the fact that you do not present the most directly comparable GAAP measures, GAAP
gross profit and GAAP gross margin, and your reconciliations do not begin with
GAAP gross profit, or a computation of GAAP gross profit, it appears to us that your
presentations of non-GAAP gross profit and non-GAAP gross margin are not
appropriate and do not comply with Items 10(e)(1)(i)(A) and (B) of Regulation S-K
and Item 100(a) of Regulation G. Please remove these measures from future filings or
explain to us how you intend to revise future filings to comply with the requirements
noted above.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Dale Welcome at 202-551-3865 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
March 26, 2024
Donald McClymont
Chief Executive Officer
indie Semiconductor, Inc.
32 Journey
Aliso Viejo, California 92656
Re:indie Semiconductor, Inc.
Registration Statement on Form S-3
Filed on March 21, 2024
File No. 333-278144
Dear Donald McClymont:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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  indie Semiconductor

                         32 Journey Suite #100

                         Aliso Viejo, CA 92656

                         +1 (949) 608-0854

March 26, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

Attn: Sarah Sidwell

100 F. Street NE

Washington, D.C. 20549

 Re: indie Semiconductor, Inc. (the “Registrant”) Registration Statement on Form S-3 (File No. 333-278144)

Dear Ms. Sidwell:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), the Registrant hereby requests that the effective
date for the above-referenced Registration Statement be accelerated so that it will be declared effective under the Securities Act at
4:00 p.m., Eastern Time, on Thursday, March 28, 2024 or as soon as practicable thereafter. In this regard, the Registrant is aware of
its obligations under the Securities Act.

Please contact Audrey Wong,
Chief Legal Officer of the Registrant, at (949) 608-0854 with any questions.

    Sincerely,

    indie Semiconductor, Inc.

    By:
    /s/ Audrey Wong

    Audrey Wong

    Chief Legal Officer

CORRESP
1
filename1.htm

    indie Semiconductor

    32 Journey Suite #100

    Aliso Viejo, CA 92656

    +1 (949) 608-0854

September 21, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

Attn: Erin Donahue

100 F. Street NE

Washington, D.C. 20549

 Re: indie Semiconductor, Inc. (the “Registrant”) Registration Statement on Form S-3 (File No. 333-274561)

Dear Ms. Donahue:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), the Registrant hereby requests that the effective
date for the above-referenced Registration Statement be accelerated so that it will be declared effective under the Securities Act at
11:00 a.m., Eastern Time, on Tuesday, September 26, 2023 or as soon as practicable thereafter. In this regard, the Registrant is aware
of its obligations under the Securities Act.

Please contact Audrey Wong,
Chief Legal Officer of the Registrant, at (949) 608-0854 with any questions.

    Sincerely,

    indie Semiconductor, Inc.

    By:
    /s/ Audrey Wong

    Audrey Wong

    Chief Legal Officer

United States securities and exchange commission logo
September 21, 2023
Donald McClymont
Chief Executive Officer
indie Semiconductor, Inc.
32 Journey
Aliso Viejo, California 92656
Re:indie Semiconductor, Inc.
Registration Statement on Form S-3
Filed September 18, 2023
File No. 333-274561
Dear Donald McClymont:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Document

indie Semiconductor

32 Journey Suite #100

Aliso Viejo, CA 92656

+1 (949) 608-0854

April 3, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

Attn: Sarah Sidwell

100 F. Street NE

Washington, D.C. 20549

 Re:    indie Semiconductor, Inc. (the “Registrant”) Registration Statement on Form S-3 (File No. 333-270539)

Dear Ms. Sidwell:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant hereby requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective under the Securities Act at 4:00 p.m., Eastern Time, on Wednesday, April 5, 2023 or as soon as practicable thereafter. In this regard, the Registrant is aware of its obligations under the Securities Act.

Please contact Ryan Coombs of O’Melveny & Myers, LLP, the Registrant’s legal counsel, at (415) 984-8943 with any questions or comments.

  Sincerely,

  indie Semiconductor, Inc.

  By: /s/ Audrey Wong

    Audrey Wong

    Chief Legal Officer

United States securities and exchange commission logo
March 23, 2023
Audrey Wong
General Counsel
indie Semiconductor, Inc.
32 Journey
Aliso Viejo, California 92656
Re:indie Semiconductor, Inc.
Registration Statement on Form S-3
Filed March 14, 2023
File No. 333-270539
Dear Audrey Wong:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

September 2, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

Attn: Mr. Gregory Herbers

100 F. Street NE

Washington, D.C. 20549

 Re: indie Semiconductor, Inc. (the “Registrant”)

Registration Statement on Form S-3 (File No. 333-267120)

Dear Mr. Herbers:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), the Registrant hereby requests that the effective date
for the above-referenced Registration Statement be accelerated so that it will be declared effective under the Securities Act at 4:00
p.m., Eastern Time, on Wednesday, September 7, 2022 or as soon as practicable thereafter. In this regard, the Registrant is aware of its
obligations under the Securities Act.

Please contact E. Peter Strand
of Nelson Mullins Riley & Scarborough LLP, the Registrant’s legal counsel, at (202) 689-2983 with any questions or comments.

    Sincerely,

    indie Semiconductor, Inc.

    By:
    /s/ Donald McClymont

    Donald McClymont

    Chief Executive Officer

United States securities and exchange commission logo
September 2, 2022
Thomas Schiller
Chief Financial Officer
indie Semiconductor, Inc.
32 Journey
Aliso Viejo, California 92656
Re:indie Semiconductor, Inc.
Registration Statement on Form S-3
Filed August 26, 2022
File No. 333-267120
Dear Mr. Schiller:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Peter Strand

United States securities and exchange commission logo
July 13, 2022
Thomas Schiller
Chief Financial Officer
indie Semiconductor, Inc.
32 Journey
Aliso Viejo, California 92656
Re:indie Semiconductor, Inc.
Registration Statement on Form S-3
Filed July 5, 2022
File No. 333-266013
Dear Mr. Schiller:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Peter Strand

CORRESP
1
filename1.htm

July 13, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

Attn: Mr. Gregory Herbers

100 F. Street NE

Washington, D.C. 20549

 Re: indie Semiconductor, Inc. (the “Registrant”)

Registration Statement on Form S-3 (File No. 333-266013)

Dear Mr. Herbers:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), the Registrant hereby requests that the effective date
for the above-referenced Registration Statement be accelerated so that it will be declared effective under the Securities Act at 5:00
p.m., Eastern Time, on Friday, July 15, 2022 or as soon as practicable thereafter. In this regard, the Registrant is aware of its obligations
under the Securities Act.

Please contact E. Peter Strand
of Nelson Mullins Riley & Scarborough LLP, the Registrant’s legal counsel, at (202) 689-2983 with any questions or comments.

    Sincerely,

    indie Semiconductor, Inc.

    By:
    /s/ Donald McClymont

    Donald McClymont

    Chief Executive Officer

CORRESP
1
filename1.htm

indie Semiconductor, Inc.

32 Journey

Aliso Viejo, California 92656

February 11, 2022

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Bradley Ecker
 Sherry Haywood

 Re: indie Semiconductor, Inc.

Registration Statement on Form S-1

Filed November 22, 2021

File No. 333-261269

Dear Mr. Ecker and Ms. Haywood:

indie Semiconductor, Inc. (the “Registrant”)
hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended,
the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 4:00 P.M., Washington, D.C. time,
on February 14, 2022 or as soon as practicable thereafter, unless the Registrant notifies you otherwise prior to such time.

    Very truly yours,

    INDIE SEMICONDUCTOR, INC.

    By:
    /s/ Donald McClymont

    Donald McClymont

    Chief Executive Officer

 Cc: Ellen Bancroft, General Counsel and Secretary

Jonathan Talcott, Nelson Mullins Riley & Scarborough
LLP

CORRESP
1
filename1.htm

    NELSON MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS AND COUNSELORS AT LAW

    101 Constitution Avenue, NW | Suite 900

    Washington, DC 20001

    T 202.689.2800 F 202.689.2860

    nelsonmullins.com

February 9, 2022

Via EDGAR

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Bradley Ecker

    Sherry Haywood

    Re:
    indie Semiconductor, Inc.

    Amendment No. 2 to Registration Statement on Form S-1

    Filed January 20, 2022

    File No. 333-261269

Dear Mr. Ecker and Ms. Haywood:

On behalf of indie Semiconductor, Inc. (the “Company”),
we are hereby responding to the letter dated February 7, 2022 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission, regarding the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed on
January 20, 2022 (the “Registration Statement”). In response to the Comment Letter and to update certain information
in the Registration Statement, the Company is publicly filing its Amendment No. 3 to the Registration Statement on Form S-1 (the “Amended
Registration Statement”) with the Commission today.

For ease of reference, the text of the Staff’s
comment is included in bold-face type below, followed by the Company’s response.

Amendment No. 2 to Form S-1

Cover Page

    1.
    We note your response to our prior comment 2 and reissue. Please disclose the extent of your operations in China and Hong Kong. Please quantify, where possible, the portion that Wuxi, including its wholly-owned subsidiaries, indie Semiconductor HK, Ltd. and Shanghai Ziyung Microelectronics Co., Ltd, contributes to your operations and revenues.

Response:

We have revised the disclosure on the cover page and
elsewhere in the Amended Registration Statement as requested.

Executive Compensation, page 76

    2.
    Please update executive compensation disclosure as of the fiscal year ended December 31, 2021.

Response:

We have revised the disclosure beginning on page 76 of
the Amended Registration Statement as requested.

*    *    *    *    *

California
| Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York

North Carolina | South Carolina | Tennessee | West Virginia

Division of Corporation Finance

February 9, 2022

Page 2

Please direct any questions or further communications
relating to the above to the undersigned at (202) 689-2806 or E. Peter Strand at (202) 689-2983. Thank you for your attention to this
matter.

    Very truly yours,

    /s/ Jonathan H. Talcott

    Jonathan H. Talcott

    cc:
    indie Semiconductor, Inc.

    Mr. Thomas Schiller

United States securities and exchange commission logo
February 7, 2022
Thomas Schiller
Chief Financial Officer
indie Semiconductor, Inc.
32 Journey
Aliso Viejo, California 92656
Re:indie Semiconductor, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed January 21, 2022
File No. 333-261269
Dear Mr. Schiller:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 14, 2022 letter.
Amendment No. 2 to Form S-1
Cover Page
1.We note your response to our prior comment 2 and reissue. Please disclose the extent of
your operations in China and Hong Kong. Please quantify, where possible, the portion that
Wuxi, including its wholly-owned subsidiaries, indie Semiconductor HK, Ltd and
Shanghai Ziying Microelectronics Co., Ltd, contributes to your operations and revenues.
Executive Compensation, page 76
2.Please update executive compensation disclosure as of the fiscal year ended December 31,
2021.

 FirstName LastNameThomas Schiller
 Comapany Nameindie Semiconductor, Inc.
 February 7, 2022 Page 2
 FirstName LastName
Thomas Schiller
indie Semiconductor, Inc.
February 7, 2022
Page 2
            You may contact Bradley Ecker, Staff Attorney at (202)-551-4985 or Sherry Haywood,
Staff Attorney at (202)-551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    NELSON MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS AND COUNSELORS AT LAW

    101 Constitution Avenue, NW | Suite 900

    Washington, DC 20001

    T 202.689.2800 F 202.689.2860

    nelsonmullins.com

January 20, 2022

Via EDGAR

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Bradley Ecker

    Sherry Haywood

    Re:
    indie Semiconductor, Inc.

    Amendment No. 1 to Registration Statement on Form S-1

    Filed December 22, 2021

    File No. 333-261269

Dear Mr. Ecker and Ms. Haywood:

On behalf of indie Semiconductor,
Inc. (the “Company”), we are hereby responding to the letter dated January 14, 2022 (the “Comment
Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission, regarding the
Company’s Amendment No. 1 to Registration Statement on Form S-1 filed on December 22, 2021 (the “Registration Statement”).
In response to the Comment Letter and to update certain information in the Registration Statement, the Company is publicly filing its
Amendment No. 2 to the Registration Statement on Form S-1 (the “Amended Registration Statement”) with the Commission
today.

For ease of reference, the
text of the Staff’s comment is included in bold-face type below, followed by the Company’s response.

Amendment No. 1 to Form S-1

Cover Page 3

 1. We note your response to prior comment one. Please explain
your disclosure that a majority of your consolidated revenue was generated from product sales sourced through international companies
with a final shipping destination of China. Please tell us the revenues that indie Semiconductor, Inc. currently generates from China
and Hong Kong. Also, please disclose prominently on the prospectus cover page that you are not a Chinese operating company but a Delaware
holding company with operations conducted by your subsidiaries based in China and that this structure involves unique risks to investors
or tell us how you are not a Chinese operating company but a Delaware holding company with operations conducted by your subsidiaries
based in China.

Response:

We have revised the disclosure on the cover page of the
Amended Registration Statement as requested.

California
| Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York

North Carolina | South Carolina |
Tennessee | West Virginia

Division of Corporation Finance

January 20, 2022

Page 2

 2. We note your response
                                            to prior comment two. Please explain your disclosure that a portion of your operations are
                                            conducted in China by a 50%-owned Chinese subsidiary that you control.

Response:

We have revised the disclosure on the cover page of the
Amended Registration Statement as requested.

 3. We note your response to our prior
                                            comment 3 and reissue in part. Please clearly disclose throughout your prospectus how you
                                            will refer to your subsidiaries and other entities so that it is clear to investors which
                                            entity the disclosure is referencing and which subsidiaries or entities are conducting the
                                            business operations. Refrain from using terms such as “we” or “our”
                                            when describing activities or functions of a subsidiary or other entities. For example, disclose,
                                            if true, that your subsidiaries conduct operations in China.

Response:

We have revised our disclosure in the Amended Registration Statement
as requested.

 4. We note your response to
                                            our prior comment 4 and reissue in part. Please include this disclosure on the cover page
                                            of your prospectus. Provide cross-references to the condensed consolidating schedule and
                                            the consolidated financial statements.

Response:

We have revised the disclosure on the cover page and pages
3 and 67 of the Amended Registration Statement as requested.

Prospectus Summary, page 1

 5. We note your response to our prior comment 6 and reissue in part. State whether you or your subsidiaries
are covered by permissions requirements by any other PRC entity that is required to approve your or your subsidiaries’ operations,
and state affirmatively whether you have received all requisite permissions and whether any permissions have been denied. Please also
describe the consequences to you and your investors if you or your subsidiaries (i) do not receive or maintain such permissions or approvals,
(ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future.

Response:

We have revised the disclosure on page 2 and 66 of the Amended
Registration Statement as requested.

 6. We note your response to our prior comment 9 and reissue in part. Please revise your ownership chart to include other entities
domiciled in China, including indie Semiconductor HK, Ltd and Shanghai Ziying Microelectronics Co., Ltd.

Response:

We have revised the disclosure on pages 2 and 66 of the Amended
Registration Statement as requested.

Division of Corporation Finance

January 20, 2022

Page 3

Risk Factors, page 10

 7. We note your response to our prior comment 10 and reissue in part. Please revise to specifically
address the risk that the PRC may intervene in the company’s subsidiary at any time and that it could adversely affect the company’s
business.

Response:

We have revised the risk factor disclosure on page 24 as
requested.

General

 8. Please tell us whether indie Semiconductor is required to obtain any permissions or approvals from Chinese authorities to list
its securities on a U.S. stock exchange or issue securities to non-Chinese investors, or for your company to operate your business.

Response:

indie Semiconductor, Inc. is not required to obtain any permissions
or approvals from Chinese authorities to list its securities on a U.S. stock exchange or issue securities to non-Chinese investors, or
to operate its business. See disclosure on page 2 of the Amended Registration Statement.

 9. Please summarize and confirm the extent to which the business operations of indie Semiconductor, Inc. will be conducted in the
PRC or Hong Kong.

Response:

indie Semiconductor, Inc. is headquartered in Aliso Viejo,
California, a majority of its operations are based in the United States, and a majority of its employees are located in the United States
and Canada. For the 9 months ended September 30, 2021, approximately 33% of indie Semiconductor, Inc.’s consolidated revenue was
generated from product sales to Chinese-owned customers with a final shipping destination of China, approximately 27% of consolidated
revenue was generated from product sales to non-Chinese-owned customers with a final shipping destination of China, and approximately
40% of consolidated revenue was generated from product sales and services provided to non-Chinese-owned customers with a final shipping
destination elsewhere. We have revised the disclosure in the Amended Registration Statement on the cover page, and on pages 6 and 22 accordingly.

 10. Please tell us whether any accounting work papers will be located in the PRC or Hong Kong and, accordingly, would be subject to
PRC rules and regulations that could limit the ability to inspect such work papers.

Response:

No accounting work papers are located in the PRC or Hong
Kong, and will not be subject to PRC rules and regulations that could limit the ability to inspect such work papers.

*    *    *    *    *

Division of Corporation Finance

January 20, 2022

Page 4

Please direct any questions
or further communications relating to the above to the undersigned at (202) 689-2806 or E. Peter Strand at (202) 689-2983. Thank you for
your attention to this matter.

    Very truly yours,

    /s/ Jonathan H. Talcott

    Jonathan H. Talcott

    cc:
    indie Semiconductor, Inc.

    Mr. Thomas Schiller

United States securities and exchange commission logo
January 14, 2022
Thomas Schiller
Chief Financial Officer
indie Semiconductor, Inc.
32 Journey
Aliso Viejo, California 92656
Re:indie Semiconductor, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 22, 2021
File No. 333-261269
Dear Mr. Schiller:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 14, 2021 letter.
Amendment No. 1 to Form S-1
Cover Page
1.We note your response to prior comment one. Please explain your disclosure that a
majority of your consolidated revenue was generated from product sales sourced through
international companies with a final shipping destination of China. Please tell us the
revenues that indie Semiconductor, Inc. currently generates from China and Hong Kong.
Also, please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Delaware holding company with operations conducted by your
subsidiaries based in China and that this structure involves unique risks to investors or
tell us how you are not a Chinese operating company but a Delaware holding company
with operations conducted by your subsidiaries based in China.

 FirstName LastNameThomas Schiller
 Comapany Nameindie Semiconductor, Inc.
 January 14, 2022 Page 2
 FirstName LastNameThomas Schiller
indie Semiconductor, Inc.
January 14, 2022
Page 2
2.We note your response to prior comment two. Please explain your disclosure that a
portion of your operations are conducted in China by a 50%-owned Chinese subsidiary
that you control.
3.We note your response to our prior comment 3 and reissue in part. Please clearly disclose
throughout your prospectus how you will refer to your subsidiaries and other entities so
that it is clear to investors which entity the disclosure is referencing and which
subsidiaries or entities are conducting the business operations. Refrain from using terms
such as “we” or “our” when describing activities or functions of a subsidiary or other
entities. For example, disclose, if true, that your subsidiaries conduct operations in China.
4.We note your response to our prior comment 4 and reissue in part. Please include this
disclosure on the cover page of your prospectus. Provide cross-references to the
condensed consolidating schedule and the consolidated financial statements.
Prospectus Summary, page 1
5.We note your response to our prior comment 6 and reissue in part. State whether you or
your subsidiaries are covered by permissions requirements by any other PRC entity that is
required to approve your or your subsidiaries’ operations, and state affirmatively whether
you have received all requisite permissions and whether any permissions have been
denied. Please also describe the consequences to you and your investors if you or your
subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such permissions or approvals are not required, or (iii) applicable laws,
regulations, or interpretations change and you are required to obtain such permissions or
approvals in the future.
6.We note your response to our prior comment 9 and reissue in part. Please revise your
ownership chart to include other entities domiciled in China, including indie
Semiconductor HK, Ltd and Shanghai Ziying Microelectronics Co., Ltd.
Risk Factors, page 10
7.We note your response to our prior comment 10 and reissue in part. Please revise to
specifically address the risk that the PRC may intervene in the company's subsidiary at
any time and that it could adversely affect the company's business.
General
8.Please tell us whether indie Semiconductor is required to obtain any permissions or
approvals from Chinese authorities to list its securities on a U.S. stock exchange or issue
securities to non-Chinese investors, or for your company to operate your business.
9.Please summarize and confirm the extent to which the business operations of indie
Semiconductor, Inc. will be conducted in the PRC or Hong Kong.
10.Please tell us whether any accounting work papers will be located in the PRC or Hong

 FirstName LastNameThomas Schiller
 Comapany Nameindie Semiconductor, Inc.
 January 14, 2022 Page 3
 FirstName LastName
Thomas Schiller
indie Semiconductor, Inc.
January 14, 2022
Page 3
Kong and, accordingly, would be subject to PRC rules and regulations that could limit the
ability to inspect such work papers.
            You may contact Bradley Ecker, Staff Attorney at (202) 551-4985 or Sherry Haywood,
Staff Attorney at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    NELSON MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS AND COUNSELORS AT LAW

    101 Constitution Avenue, NW | Suite 900

    Washington, DC 20001

    T 202.689.2800 F 202.689.2860

    nelsonmullins.com

December 22, 2021

Via EDGAR

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Bradley Ecker

Sherry Haywood

 Re: indie Semiconductor, Inc.

Registration Statement on Form S-1

Filed November 22, 2021

File No. 333-261269

Dear Mr. Ecker and Ms. Haywood:

On behalf of indie Semiconductor,
Inc. (the “Company”), we are hereby responding to the letter dated December 14, 2021 (the “Comment
Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission, regarding the
Company’s Registration Statement on Form S-1 filed on November 22, 2021 (the “Registration Statement”).
In response to the Comment Letter and to update certain information in the Registration Statement, the Company is publicly filing its
Amendment No. 1 to the Registration Statement on Form S-1 (the “Amended Registration Statement”) with the Commission
today.

For ease of reference, the
text of the Staff’s comment is included in bold-face type below, followed by the Company’s response.

Form S-1 filed November 22, 2021

Cover Page

 1. Please disclose prominently on the prospectus cover page
that you are not a Chinese operating company but a Delaware holding company with operations conducted by your subsidiaries based in China
and that this structure involves unique risks to investors. Provide a cross-reference to your detailed discussion of risks facing the
company and the offering as a result of this structure.

Response:

In response to the Staff’s comments,
we have added disclosures on the cover page of the Amended Registration Statement.

California
| Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York

North Carolina | South Carolina
| Tennessee | West Virginia

Division of Corporation Finance

December 22, 2021

Page 2

 2. Provide prominent
                                            disclosure about the legal and operational risks associated with being based in or having
                                            the majority of the company’s operations in China. Your disclosure should make clear
                                            whether these risks could result in a material change in your operations and/or the value
                                            of your common stock or could significantly limit or completely hinder your ability to offer
                                            or continue to offer securities to investors and cause the value of such securities to significantly
                                            decline or be worthless. Your disclosure should address how recent statements and regulatory
                                            actions by China’s government, such as those related to the use of variable interest
                                            entities and data security or anti-monopoly concerns, has or may impact the company’s
                                            ability to conduct its business, accept foreign investments, or list on an U.S. or other
                                            foreign exchange. Your prospectus summary should address, but not necessarily be limited
                                            to, the risks highlighted on the prospectus cover page.

Response:

In response to the Staff’s comments,
we have added disclosures on the cover page of the Amended Registration Statement to make it clear that we are a domestic holding company
that operates primarily through Ay Dee Kay, LLC, a Delaware limited liability company, that primarily operates in the United States and
Canada, and we generate a majority of our revenue from product sales with a final shipping destination of China and do have a portion
of our operations through a 50%-owned Chinese subsidiary that we control.

 3. Clearly disclose how you will refer to the holding company,
subsidiaries, and other entities when providing the disclosure throughout the document so that it is clear to investors which entity
the disclosure is referencing and which subsidiaries or entities are conducting the business operations. Refrain from using terms such
as “we” or “our” when describing activities or functions of a subsidiary or other entities. Disclose clearly
the entity (including the domicile) in which investors are purchasing their interest.

Response:

We have modified our disclosure throughout
the Amended Registration Statement to clarify when we are referencing our China subsidiary and to clarify the issuing entity.

Division of Corporation Finance

December 22, 2021

Page 3

 4. Provide a description of how cash is transferred through
your organization and disclosure regarding your intentions to distribute earnings or settle amounts owed under your agreements. State
whether any transfers, dividends, or distributions have been made to date.

Response:

In response to the Staff’s comments, we have
added disclosures beginning on pages 3 and 67 of the Amended Registration Statement.

Prospectus Summary, page 1

 5. In your summary of risk factors, disclose the risks that
your corporate structure and being based in or having the majority of the company’s operations in China poses to investors. In
particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion
of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and
uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice;
and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or
the value of your common stock. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control
over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or
be worthless.

Response:

In response to the Staff’s comments, we have
revised our disclosures beginning on page 22 of the Amended Registration Statement to emphasize the risks from generating a majority of
our revenue from product sales with a final shipping destination of China and having a Chinese subsidiary.

Division of Corporation Finance

December 22, 2021

Page 4

 6. Disclose each permission that you or your subsidiaries
are required to obtain from Chinese authorities to operate and issue these securities to foreign investors. State whether you or your
subsidiaries, or VIEs are covered by permissions requirements from the China Securities Regulatory Commission (CSRC), the Cyberspace
Administration of China (CAC) or any other entity that is required to approve your or your subsidiaries’ operations, and state
affirmatively whether you have received all requisite permissions and whether any permissions have been denied.

Response:

In response to the Staff’s comments, we have
revised our disclosures beginning on pages 3 and 66 of the Amended Registration Statement.

 7. Please disclose whether you are required to obtain any
approvals to offer securities to foreign investors, whether you have received such approvals and the consequences to you and your investors
if you do not receive or maintain the approvals, inadvertently conclude that such approvals are not required, or applicable laws, regulations,
or interpretations change and you are required to obtain approval in the future.

Response:

As a domestic holding company that operates primarily
through Ay Dee Kay, LLC, a Delaware limited liability company, that primarily operates in the United States and Canada, we are not required
to obtain such approvals. Accordingly, we have revised our disclosures on pages 2 and 66 of the Amended Registration Statement.

 8. Provide a clear description of how cash is transferred
through your organization. Disclose your intentions to distribute earnings or settle amounts owed under your operating structure. Quantify
any cash flows and transfers of other assets by type that have occurred between the holding company and its subsidiaries and direction
of transfer. Quantify any dividends or distributions that a subsidiary has made to the holding company and which entity made such transfer,
and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences.
Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings from your businesses, including subsidiaries to the
parent company and U.S. investors as well as the ability to settle amounts owed.

Response:

In response to the Staff’s comments, we have
revised our disclosures beginning on page 3 and 67 of the Amended Registration Statement.

Division of Corporation Finance

December 22, 2021

Page 5

 9. Please include an organization and ownership chart to
explain the structure of your company and its subsidiaries, including your various ownership percentages. Please also include any variable
interest entities.

Response:

In response to the Staff’s comments, we have
revised our disclosures beginning on pages 2 and 66 of the Amended Registration Statement.

Risk Factors, page 7

 10. Given the Chinese government’s significant oversight
and discretion over the conduct of your business, please revise to separately highlight the risk that the Chinese government may intervene
or influence your operations at any time, which could result in a material change in your operations and/or the value of your common
stock. Also, given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings
that are conducted overseas and/or foreign investment in China-based issuers, acknowledge the risk that any such action could significantly
limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities
to significantly decline or be worthless.

Response:

In response to the Staff’s comments, we have
revised our disclosures beginning on page 22 of the Amended Registration Statement as applicable.

 11. In light of recent events indicating greater oversight
by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, please
revise your disclosure to explain how this oversight impacts your business and your offering and to what extent you believe that you
are compliant with the regulations or policies that have been issued by the CAC to date.

Response:

In response to the Staff’s comments, we have
revised our disclosures beginning on page 25 of the Amended Registration Statement.

*	*	*	*	*

Division of Corporation Finance

December 22, 2021

Page 6

Please direct any questions
or further communications relating to the above to the undersigned at (202) 689-2806 or E. Peter Strand at (202) 689-2983. Thank you for
your attention to this matter.

    Very truly yours,

    /s/ Jonathan H. Talcott

    Jonathan H. Talcott

    cc:
    indie Semiconductor, Inc.

    Mr. Thomas Schiller

United States securities and exchange commission logo
December 14, 2021
Thomas Schiller
Chief Financial Officer
indie Semiconductor, Inc.
32 Journey
Aliso Viejo, California 92656
Re:indie Semiconductor, Inc.
Registration Statement on Form S-1
Filed November 22, 2021
File No. 333-261269
Dear Mr. Schiller:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed November 22, 2021
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Delaware holding company with operations conducted by your
subsidiaries based in China and that this structure involves unique risks to investors.
Provide a cross-reference to your detailed discussion of risks facing the company and the
offering as a result of this structure.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of your common stock or could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such

 FirstName LastNameThomas Schiller
 Comapany Nameindie Semiconductor, Inc.
 December 14, 2021 Page 2
 FirstName LastNameThomas Schiller
indie Semiconductor, Inc.
December 14, 2021
Page 2
securities to significantly decline or be worthless. Your disclosure should address how
recent statements and regulatory actions by China’s government, such as those related to
the use of variable interest entities and data security or anti-monopoly concerns, has or
may impact the company’s ability to conduct its business, accept foreign investments, or
list on an U.S. or other foreign exchange. Your prospectus summary should address, but
not necessarily be limited to, the risks highlighted on the prospectus cover page.

3.Clearly disclose how you will refer to the holding company, subsidiaries, and other
entities when providing the disclosure throughout the document so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are
conducting the business operations. Refrain from using terms such as “we” or “our” when
describing activities or functions of a subsidiary or other entities. Disclose clearly the
entity (including the domicile) in which investors are purchasing their interest.
4.Provide a description of how cash is transferred through your organization and disclosure
regarding your intentions to distribute earnings or settle amounts owed under your
agreements. State whether any transfers, dividends, or distributions have been made to
date.
Prospectus Summary, page 1
5.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your common stock. Acknowledge any risks that any actions by the Chinese government
to exert more oversight and control over offerings that are conducted overseas and/or
foreign investment in China-based issuers could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
6.Disclose each permission that you or your subsidiaries are required to obtain from Chinese
authorities to operate and issue these securities to foreign investors. State whether you or
your subsidiaries, or VIEs are covered by permissions requirements from the China
Securities Regulatory Commission (CSRC), the Cyberspace Administration of China
(CAC) or any other entity that is required to approve your or your subsidiaries’ operations,
and state affirmatively whether you have received all requisite permissions and whether

 FirstName LastNameThomas Schiller
 Comapany Nameindie Semiconductor, Inc.
 December 14, 2021 Page 3
 FirstName LastNameThomas Schiller
indie Semiconductor, Inc.
December 14, 2021
Page 3
any permissions have been denied.
7.Please disclose whether you are required to obtain any approvals to offer securities to
foreign investors, whether you have received such approvals and the consequences to you
and your investors if you do not receive or maintain the approvals, inadvertently conclude
that such approvals are not required, or applicable laws, regulations, or interpretations
change and you are required to obtain approval in the future.
8.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under your operating
structure. Quantify any cash flows and transfers of other assets by type that have occurred
between the holding company and its subsidiaries and direction of transfer. Quantify any
dividends or distributions that a subsidiary has made to the holding company and which
entity made such transfer, and their tax consequences. Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences. Describe any
restrictions on foreign exchange and your ability to transfer cash between entities, across
borders, and to U.S. investors. Describe any restrictions and limitations on your ability to
distribute earnings from your businesses, including subsidiaries to the parent company and
U.S. investors as well as the ability to settle amounts owed.
9.Please include an organization and ownership chart to explain the structure of your
company and its subsidiaries, including your various ownership percentages. Please also
include any variable interest entities.
Risk Factors, page 7
10.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your common stock. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
11.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain how this oversight impacts your business and your
offering and to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameThomas Schiller
 Comapany Nameindie Semiconductor, Inc.
 December 14, 2021 Page 4
 FirstName LastName
Thomas Schiller
indie Semiconductor, Inc.
December 14, 2021
Page 4
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Bradley Ecker at (202)-551-4985 or Sherry Haywood at (202)-551-
3345 any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

indie
Semiconductor, Inc.

32
Journey

Aliso
Viejo, California 92656

July
8, 2021

VIA
EDGAR

Andi
Carpenter

U.S.
Securities and Exchange Commission 100 F Street, NE

Washington,
D.C. 20549

 Attn: Andi
Carpenter

 Re: indie
Semiconductor, Inc.

Registration
Statement on Form S-1

Filed
July 2, 2021

File
No. 333-257629

Dear
Ms. Carpenter:

indie
Semiconductor, Inc. (the “Registrant”) hereby requests, pursuant to Rule 461 of the rules and regulations
promulgated under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned Registration
Statement, as amended, to 4:00 P.M., Washington, D.C. time, on Monday, July 12, 2021 or as soon as practicable thereafter, unless the
Registrant notifies you otherwise prior to such time.

    Very
    truly yours,

    INDIE
    SEMICONDUCTOR, INC.

    By:
    /s/
    Ellen S. Bancroft

    Ellen
    S. Bancroft

    General
    Counsel and Secretary

    Cc:
    Donald
    McClymont, Chief Executive Officer

    Jonathan
    Talcott, Nelson Mullins Riley & Scarborough LLP

[Signature Page to Company Acceleration Request]

United States securities and exchange commission logo
July 7, 2021
Donald McClymont
Chief Executive Officer
indie Semiconductor, Inc.
32 Journey
Aliso Viejo, California 92656
Re:indie Semiconductor, Inc.
Registration Statement on Form S-1
Filed July 2, 2021
File No. 333-257629
Dear Mr. McClymont:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Andi Carpenter at 202-551-3645 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    Thunder Bridge II Surviving Pubco, Inc.

    9912 Georgetown Pike

    Suite D203

    Great Falls, Virginia 22066

    Thunder Bridge Acquisition II, Ltd.

    9912 Georgetown Pike

    Suite D203

    Great Falls, Virginia 22066

May 12, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Thomas Jones

    Re:

    Thunder Bridge II Surviving Pubco, Inc.

    Thunder Bridge Acquisition II, Ltd.

Registration Statement on Form S-4

Filed January 25, 2021, as amended

File No. 333-252374

Dear Mr. Jones:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, the co-registrants Thunder Bridge II Surviving Pubco, Inc. and Thunder Bridge Acquisition II, Ltd. hereby request acceleration
of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on Friday, May 14, 2021,
or as soon as practicable thereafter.

    Very truly yours,

    THUNDER BRIDGE II SURVIVING PUBCO, INC.

    /s/ Gary A. Simanson

    Gary A. Simanson

    President and Chief Executive Officer

    THUNDER BRIDGE ACQUISITION II, LTD.

    /s/ Gary A. Simanson

    Gary A. Simanson

    President and Chief Executive Officer

    cc:
    Nelson Mullins Riley & Scarborough LLP

    Jonathan H. Talcott

    E. Peter Stand

CORRESP
1
filename1.htm

    NELSON MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS AND COUNSELORS AT LAW

    101 Constitution Avenue, NW | Suite 900

    Washington, DC 20001

    T 202.689.2800 F 202.689.2860

    nelsonmullins.com

May 12, 2021

Via EDGAR

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

 Attn: Thomas Jones

Erin Purnell

 Re: Thunder Bridge II Surviving Pubco, Inc.

Amendment No. 2 to Registration Statement on Form S-4

Filed May 4, 2021

File No. 333-252374

Dear Mr. Jones and Ms. Purnell:

On behalf of Thunder Bridge II Surviving Pubco,
Inc. (the “Company”), we are hereby responding to the letter dated May 11, 2021 (the “Comment Letter”) from the
staff (the “Staff”) of the Securities and Exchange Commission, regarding the Company’s Amendment No. 2 to Registration
Statement on Form S-4 filed on May 4, 2021 (the “Registration Statement”). In response to the Comment Letter and to update
certain information in the Registration Statement, the Company is publicly filing its Amendment No. 3 to the Registration Statement on
Form S-4 (the “Amended Registration Statement”) with the Commission today.

For ease of reference, the text of the Staff’s
comment is included in bold-face type below, followed by the Company’s response.

Amendment No. 2 to Registration Statement on Form S-4
filed May 4, 2021

Cover Page

 1. It appears that you have set the record date for a day in April of 2021. Please fill in the record date and all related information.

Response:

The Company has revised the disclosure
throughout the Amended Registration Statement to reflect a May 10, 2021 record date.

California
| Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York

North
Carolina | South Carolina | Tennessee | West Virginia

May 12, 2021

Page 2

Financial Statements

Statements of Cash Flows, page F-6

 2. Please label your amounts presented as "Restated".

Response:

The Company has revised page
F-6 as requested.

Note 7 - Warrant Liability (Restated), page F-14

 3. Please revise your disclosure on page F-15 to clarify that the fair value of your warrants at December 31, 2020 was $97,181,794
instead of $97,1891,794.

Response:

The Company has revised its disclosure
on page F-15 as requested.

Note 10 - Restatement of Previously Issued Financial Statements,
page F-23

 4. Please review the amounts presented in this footnote and ensure that the restated amounts agree to the amounts presented on the
face of the financial statements and correct typographical errors. For example:

 ● You disclose on pages F-5 and F-24 that additional paid
in capital as of December 31, 2020 and 2019 was zero; however, additional paid in capital, per page F-3, was $81,045,344 and $1,378,837
as of December 31, 2020 and 2019, respectively; and

 ● You currently disclose on page F-24 that net loss for
the year ended December 31, 2020 was "$73,292,930)." Please correct the parenthetical omission to present your net loss as
$(73,292,930).

Response:

The Company has revised its disclosure
on pages F-3 and F-24 as requested, to ensure that the restated amounts agree to the amounts presented on the face of the financial
statements and correct typographical errors.

*	*	*	*	*

May 12, 2021

Page 3

Please direct any questions or further communications
relating to the above to the undersigned at (202) 689-2806 or E. Peter Strand at (202) 689-2983. Thank you for your attention
to this matter.

    Very truly yours,

    /s/ Jonathan H. Talcott

    Jonathan H. Talcott

cc: Thunder Bridge II Surviving Pubco, Inc.

Gary A. Simanson

United States securities and exchange commission logo
May 11, 2021
Gary A. Simanson
President and Chief Executive Officer
Thunder Bridge II Surviving Pubco, Inc.
9912 Georgetown Pike
Suite D203
Great Falls, Virginia 22066
Re:Thunder Bridge II Surviving Pubco, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed May 4, 2021
File No. 333-252374
Dear Mr. Simanson:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-4 filed May 4, 2021
Cover Page
1.It appears that you have set the record date for a day in April of 2021. Please fill in the
record date and all related information.
Financial Statements
Statements of Cash Flows, page F-6
2.Please label your amounts presented as "Restated".

 FirstName LastNameGary A. Simanson
 Comapany NameThunder Bridge II Surviving Pubco, Inc.
 May 11, 2021 Page 2
 FirstName LastName
Gary A. Simanson
Thunder Bridge II Surviving Pubco, Inc.
May 11, 2021
Page 2
Note 7 - Warrant Liability (Restated), page F-14
3.Please revise your disclosure on page F-15 to clarify that the fair value of your warrants at
December 31, 2020 was $97,181,794 instead of $97,1891,794.

Note 10 - Restatement of Previously Issued Financial Statements, page F-23
4.Please review the amounts presented in this footnote and ensure that the restated amounts
agree to the amounts presented on the face of the financial statements and correct
typographical errors.  For example:
•You disclose on pages F-5 and F-24 that additional paid in capital as of December 31,
2020 and 2019 was zero; however, additional paid in capital, per page F-3, was
$81,045,344 and $1,378,837 as of December 31, 2020 and 2019, respectively; and
•You currently disclose on page F-24 that net loss for the year ended December 31,
2020 was "$73,292,930)."  Please correct the parenthetical omission to present your
net loss as  $(73,292,930).
            You may contact Jeff Gordon, Staff Accountant, at 202-551-3866 or Kevin Stertzel,
Senior Accountant, at 202-551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or
Erin Purnell, Senior Attorney, at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jonathan H. Talcott

CORRESP
1
filename1.htm

    NELSON
    MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS
    AND COUNSELORS AT LAW

    101
    Constitution Avenue, NW | Suite 900

    Washington,
    DC 20001

    T
    202.689.2800 F 202.689.2860

    nelsonmullins.com

May
3, 2021

Via
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

 Attn: Thomas
Jones

Erin
Purnell

 Re: Thunder
Bridge II Surviving Pubco, Inc.

Amendment
No. 1 to Registration Statement on Form S-4

Filed
March 23, 2021

File
No. 333-252374

Dear
Mr. Jones and Ms. Purnell:

On
behalf of Thunder Bridge II Surviving Pubco, Inc. (the “Company”), we are hereby responding to the letter dated April 6,
2021 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission, regarding
the Company’s Amendment No. 1 to Registration Statement on Form S-4 filed on March 23, 2021 (the “Registration Statement”).
In response to the Comment Letter and to update certain information in the Registration Statement, the Company is publicly filing its
Amendment No. 2 to the Registration Statement on Form S-4 (the “Amended Registration Statement”) with the Commission today.

For
ease of reference, the text of the Staff’s comment is included in bold-face type below, followed by the Company’s response.

Amendment
No. 1 to Registration Statement on Form S-4 filed March 23, 2021 Summary of the Proxy Statement/Prospectus, page 8

 1. It
                                            appears that in response to prior comment 5, the company deleted the disclosure about “significant”
                                            out-of-pocket expenses incurred in connection with performing due diligence on suitable targets
                                            for business combinations and the negotiation of the business combination. Please revise
                                            the disclosure in the Summary beginning on page 8 and in the Q&A beginning on page 23
                                            to quantify, if material, the out-of-pocket expenses.

Response:

The
Company has modified its disclosure on pages 8, 29 and 49 to clarify that the Sponsor, officers and directors of the Company have not
incurred material out-of-pocket expenses in connection with performing due diligence on suitable targets for business combinations and
the negotiation of the business combination.

California
| Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York

North
Carolina | South Carolina | Tennessee | West Virginia

May 3, 2021

Page 2

Shareholder
Proposal 6: The Advisory Charter Proposals, page 15

 2. We
                                            note your response to prior comment 2. Please clarify your disclosure on page 15 and elsewhere
                                            that the proposals are being presented “in accordance with the requirements”
                                            of the SEC to clarify that you are giving shareholders the opportunity to present their separate
                                            views on important corporate governance provisions.

Response:

The
Company has added the requested disclosure on pages 15, 32, and 146 as requested.

Beneficial
Ownership of Securities, page 187

 3. We
                                            note that in footnote 5 to the table, you indicate that there will be additional directors
                                            of the company after the business combination. Please identify all directors in a pre-effective
                                            amendment, and include them by name in the table. In addition, please fill in the identities
                                            of the beneficial owners in each of the footnotes.

Response:

The
Company has deleted the referenced disclosure, as no additional directors are contemplated to be added after the business combination.

*          *          	*          	*          	*

May 3, 2021

Page 3

Please
direct any questions or further communications relating to the above to the undersigned at (202) 689-2806 or E. Peter Strand at (202)
689-2983. Thank you for your attention to this matter.

    Very
    truly yours,

    /s/
    Jonathan H. Talcott

    Jonathan
    H. Talcott

    cc:
    Thunder
    Bridge II Surviving Pubco, Inc.

    Gary
    A. Simanson

United States securities and exchange commission logo
April 6, 2021
Gary A. Simanson
President and Chief Executive Officer
Thunder Bridge II Surviving Pubco, Inc.
9912 Georgetown Pike
Suite D203
Great Falls, Virginia 22066
Re:Thunder Bridge II Surviving Pubco, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed March 23, 2021
File No. 333-252374
Dear Mr. Simanson:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 19, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed March 23, 2021
Summary of the Proxy Statement/Prospectus, page 8
1.It appears that in response to prior comment 5, the company deleted the disclosure about
"significant" out-of-pocket expenses incurred in connection with performing due diligence
on suitable targets for business combinations and the negotiation of the business
combination.  Please revise the disclosure in the Summary beginning on page 8 and in the
Q&A beginning on page 23 to quantify, if material, the out-of-pocket expenses.

 FirstName LastNameGary A. Simanson
 Comapany NameThunder Bridge II Surviving Pubco, Inc.
 April 6, 2021 Page 2
 FirstName LastName
Gary A. Simanson
Thunder Bridge II Surviving Pubco, Inc.
April 6, 2021
Page 2
Shareholder Proposal 6: The Advisory Charter Proposals, page 15
2.We note your response to prior comment 2.  Please clarify your disclosure on page 15 and
elsewhere that the proposals are being presented "in accordance with the requirements" of
the SEC to clarify that you are giving shareholders the opportunity to present their
separate views on important corporate governance provisions.
Beneficial Ownership of Securities, page 187
3.We note that in footnote 5 to the table, you indicate that there will be additional directors
of the company after the business combination.  Please identify all directors in a pre-
effective amendment, and include them by name in the table.  In addition, please fill in the
identities of the beneficial owners in each of the footnotes.
            You may contact Jeff Gordon, Staff Accountant, at 202-551-3866 or Kevin Stertzel,
Senior Accountant, at 202-551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or
Erin Purnell, Senior Counsel, at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jonathan H. Talcott

CORRESP
1
filename1.htm

        NELSON MULLINS RILEY & SCARBOROUGH LLP

        ATTORNEYS AND COUNSELORS AT LAW

        101 Constitution
        Avenue, NW | Suite 900

        Washington,
        DC 20001

        T 202.689.2800
        F 202.689.2860

        nelsonmullins.com

March 23, 2021

Via EDGAR

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

 Attn: Thomas Jones

Erin Purnell

 Re: Thunder Bridge II Surviving Pubco, Inc.

Form S-4 filed January 25, 2021

File No. 333-252374

Dear Mr. Jones and Ms. Purnell:

On behalf of Thunder Bridge II Surviving
Pubco, Inc. (the “Company”), we are hereby responding to the letter dated February 19, 2021 (the “Comment Letter”)
from the staff (the “Staff”) of the Securities and Exchange Commission, regarding the Company’s Registration
Statement on Form S-4 filed on January 25, 2021 (the “Registration Statement”). In response to the Comment Letter and
to update certain information in the Registration Statement, the Company is publicly filing its Amendment No. 1 to the Registration
Statement on Form S-4 (the “Amended Registration Statement”) with the Commission today.

For ease of reference, the text of the Staff’s
comment is included in bold-face type below, followed by the Company’s response.

California
| Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York

North
Carolina | South Carolina | Tennessee | West Virginia

March 23, 2021

Page 2

Cover Page

 1. We note that your cover page is three pages long. Please revise to limit your cover page in accordance with Item 501(b)
of Regulation S-K.

Response:

We have revised the cover page of the Amended Registration
Statement as requested.

 2. We note your disclosure on pages 51-52 regarding the planned change to provisions that will have anti-takeover effects,
such as a classified board of directors with three-year staggered terms and your disclosure on pages 52-53 about the planned change
to the exclusive forum provision. Please tell us why you have not presented the planned changes as proposals to be voted upon by
shareholders.

Response:

We have revised the disclosure on page 53 of the
Amended Registration Statement to clarify that certain of the listed provisions are not different than our existing organizational documents,
and therefore are not changes that need to be disclosed in the proposal to be voted upon by the stockholders. We have revised our disclosure,
including beginning on pages 15 and 144 of the Amended Registration Statement, to add proposals to vote on changes to our charter.

Merger Subs, page 8

 3. Please provide the percentage that the company will hold of ADK Merger Sub in a pre-effective amendment. In addition, please
fill in other missing information throughout the proxy statement/prospectus to the extent that it is known. For example, on page
154, please provide the per-share distribution amount, and on 180, please provide the share prices of the securities on the last
trading day before the announcement of the MTA.

Response:

We have revised the disclosure on page 8 of the
Amended Registration Statement as requested. We have also revised the disclosure throughout the Amended Registration Statement, including
on pages 159 and 185, to update information to the extent that it is known, as requested.

Summary of the Proxy Statement/Prospectus, page 8

 4. We note your disclosure on page 46 with respect to the securities held by your officers, directors and sponsor as well as
the private placement warrants issued to your sponsor. Please revise the disclosure on page 46 to quantify the return they will
receive on their initial investment. In addition, provide similar disclosure in the Summary beginning on page 8 and in the Q&A
beginning on page 22 about the return they will receive on their initial investment, including the price paid to acquire those
securities and the current value as of the most recent practicable date. Include the PIPE investors in your discussion. Refer to
CF Disclosure Guidance Topic No. 11 on Special Purpose Acquisition Companies.

Response:

We have revised the disclosure in the Amended Registration
Statement on pages 8, 14, 31, 34, 48, 157 as requested.

March 23, 2021

Page 3

 5. We note your disclosure on page 47 that your sponsor, directors and officers, and their respective affiliates have incurred
significant out-of-pocket expenses incurred in connection with performing due diligence on suitable targets for business combinations
and the negotiation of the business combination. Please revise the disclosure on page 47 to quantify, if material, the out-of-pocket
expenses and provide similar disclosure in the Summary beginning on page 8 and in the Q&A beginning on page 22. Refer to CF
Disclosure Guidance Topic No. 11 on Special Purpose Acquisition Companies.

Response:

We have revised our disclosure on page 49 to remove
reference to expenses incurred by our sponsor, directors and officers, and their respective affiliates.

Because Thunder Bridge II is incorporated under the laws
of the Cayman Islands, page 49

 6. We note disclosure on page 50 that Thunder Bridge II has been advised by its Cayman Islands legal counsel. If your disclosure
is based upon an opinion of counsel, name counsel in the prospectus and file as an exhibit to the registration statement a signed
consent of counsel to the use of its name and opinion.

Response:

We have modified our disclosure on page 51 of the
Amended Registration Statement to remove reference to advice of Cayman Islands legal counsel.

Related Agreements, page 102

 7. Please file as exhibits the Amended Operating Agreement, the Exchange Agreement and the Subscription Agreement mentioned
on pages 102, 103 and 107, respectively.

Response:

The Amended Operating Agreement was filed
as exhibit 10.16 to the Registration Statement; the Exchange Agreement was filed as exhibit 10.11 of the Registration Statement;
and the Subscription Agreement has been filed as exhibit 10.18 to the Amended Registration Statement as requested.

Management's Discussion and Analysis
of Financial Condition and Results of Operations of indie Overview, page 195

 8. We note disclosure on page 196 that indie has incurred significant operating losses since inception, and that they will
need substantial additional funding to support continuing operations. We note also that indie's independent auditor raised substantial
doubt about the company's ability to continue as a going concern. Please revise to disclose the going concern opinion on the cover
page and in the summary. Please also include risk factor disclosure regarding the going concern opinion and the company's losses
since inception.

Response:

We have revised the Amended
Registration Statement on the cover page and pages 18-19 and 59, as requested.

Results of Operations, page 199

 9. We note your risk factor on page 65 that fluctuations in foreign exchange rates against the U.S. dollar could result in
changes in reported revenues and operating results due to the foreign exchange impact of translating these transactions into U.S.
dollars. Please enhance your discussion of results of operations to separately quantify for each period presented the amount of
the change in revenues and expenses that is due to foreign currency translations.

Response:

We have revised the risk factor on page 67 of the
Amended Registration Statement. The impact of foreign currency exchange rates on our revenues and operating results is de minimus
for the periods presented. We will continue to monitor the impact of transactions in foreign currencies on our results of operations and
adjust our disclosures as appropriate.

March 23, 2021

Page 4

Liquidity and Capital Resources, page 201

 10. Please enhance your disclosure to provide a more robust discussion of changes in operating cash flows for each of the periods
presented. Your revised discussion should focus on the primary drivers of and other material factors necessary to an understanding
of your cash flows and the indicative value of historical cash flows. In addition, your revised discussions should not only quantify
the impact of the line item(s) which contributed most to the changes but should also provide detailed explanations of the reasons
for the fluctuations. Please refer to the SEC Interpretive Release No. 33-8350.

Response:

We have revised our disclosure beginning on page
206 of the Amended Registration Statement as requested.

Executive Compensation of indie, page 207

 11. Please revise your disclosure in this section to include your most recently completed fiscal year.

Response:

We have revised the disclosure beginning on page
211 of the Amended Registration Statement as requested.

Financial Statements of Thunder Bridge Acquisition II, Ltd.

Note 6 - Commitments

Registration Rights, page F-13

 12. Please disclose whether there are any maximum cash penalties under the registration rights agreement, if applicable. Please
also disclose any additional penalties resulting from delays in registering your common stock. Refer to ASC 825-20-50-1.

Response:

There are no cash penalties under the registration
rights agreement, or any other additional penalties resulting from delays in registering the common stock.

Financial Statements of Ay Dee Kay, LLC, d/b/a indie Semiconductor,
page F-30

 13. Please provide updated financial statements and related disclosures throughout the filing. See Rule 8-08 of Regulation S-X
for further information.

Response:

The disclosure throughout the Amended Registration
Statement has been updated as requested.

March 23, 2021

Page 5

Consolidated Statements of Comprehensive Loss, page F-33

 14. Please revise your presentation here and on page F-63 to separately disclose comprehensive loss attributable to Ay Dee Kay,
LLC and comprehensive loss attributable to noncontrolling interest. Refer to ASC 220-10-45-5 and ASC 810-10-50-1A(a).

Response:

We have revised the disclosure on page F-25 of
the Amended Registration Statement as requested.

Consolidated Statements of Cash Flows, page F-35

 15. Please breakout for each period presented, the other current and long-term assets and liabilities line item in the cash
used in operating activities sections into smaller components having more descriptive titles. Netting of dissimilar gains and losses
is not generally appropriate. Netting of cash flows related to asset balances with cash flows related to liability balances is
also not generally appropriate.

Response:

We have revised the Consolidated Statements of
Cash Flows on page F-27 to separate other current and long-term assets from other current and long-term liabilities in separate line items
as requested. We note and agree with your comment regarding netting of dissimilar gains and losses and netting changes in asset and liability
balances not generally being appropriate. Although we have netted certain immaterial changes in balance sheet accounts in the other current
and long-term asset and liability line items, if such balances ever become material in the future, we will segregate them and disclose
them as separate line items in the Consolidated Statement of Cash Flows.

Summary of Significant Accounting Policies Revenue, page F-40

 16. You disclose that you provide an assurance-type warranty and also offer an extended limited warranty to customers for certain
products under limited circumstances. As such, please enhance your disclosure to present a summary of the warranty liability activity
for each period presented in accordance with ASC 460-10-50-8.

Response:

We have added the requested disclosure beginning
on page F-41 of the Amended Registration Statement.

March 23, 2021

Page 6

Revenue, page F-52

 17. You disclose on page F-53 that deferred revenue increased $1.0 million from January 1, 2019 to December 31, 2019 due to
the timing of payments received from customers. Please revise your disclosure to address the fact that deferred revenue actually
decreased $1.0 million from January 1, 2019 to December 31, 2019.

Response:

We have revised the disclosure on page F-50 of the Amended Registration
Statement as requested.

2) Summary of Significant Accounting Policies Goodwill,
page F-69

 18. You disclose that a quantitative goodwill impairment test is not necessary if the assessment of all relevant qualitative
factors indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount; however,
you also disclose that you will perform a quantitative goodwill impairment test if the assessment of all relevant qualitative factors
indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Please revise
your disclosure to address this apparent discrepancy.

Response:

We have revised the disclosure
on page F-35 of the Amended Registration Statement as requested.

Signatures, page II-5

 19. Please revise to indicate below the second paragraph of text who signed in the capacities of principal financial officer,
controller or principal accounting officer.

Response:

We have revised the signature page of the
Amended Registration Statement as requested.

*                           	*                           *                           *                            *

March 23, 2021

Page 7

Please direct any questions or further
communications relating to the above to the undersigned at (202) 689-2806 or E. Peter Strand at (202) 689-2983. Thank you for your
attention to this matter.

    Very truly yours,

    /s/ Jonathan H. Talcott

    Jonathan H. Talcott

 cc: Thunder Bridge II Surviving Pubco, Inc.

Gary A. Simanson

United States securities and exchange commission logo
February 19, 2021
Gary A. Simanson
President and Chief Executive Officer
Thunder Bridge II Surviving Pubco, Inc.
9912 Georgetown Pike
Suite D203
Great Falls, Virginia 22066
Re:Thunder Bridge II Surviving Pubco, Inc.
Registration Statement on Form S-4
Filed January 25, 2021
File No. 333-252374
Dear Mr. Simanson:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed January 25, 2021
Cover Page
1.We note that your cover page is three pages long. Please revise to limit your cover page in
accordance with Item 501(b) of Regulation S-K.
2.We note your disclosure on pages 51-52 regarding the planned change to provisions that
will have anti-takeover effects, such as a classified board of directors with three-year
staggered terms and your disclosure on pages 52-53 about the planned change to the
exclusive forum provision.  Please tell us why you have not presented the planned
changes as proposals to be voted upon by shareholders.

 FirstName LastNameGary A. Simanson
 Comapany NameThunder Bridge II Surviving Pubco, Inc.
 February 19, 2021 Page 2
 FirstName LastName
Gary A. Simanson
Thunder Bridge II Surviving Pubco, Inc.
February 19, 2021
Page 2
Merger Subs, page 8
3.Please provide the percentage that the company will hold of ADK Merger Sub in a pre-
effective amendment.  In addition, please fill in other missing information throughout the
proxy statement/prospectus to the extent that it is known.  For example, on page 154,
please provide the per-share distribution amount, and on 180, please provide the share
prices of the securities on the last trading day before the announcement of the MTA.
Summary of the Proxy Statement/Prospectus, page 8
4.We note your disclosure on page 46 with respect to the securities held by your officers,
directors and sponsor as well as the private placement warrants issued to your sponsor.
Please revise the disclosure on page 46 to quantify the return they will receive on their
initial investment.  In addition, provide similar disclosure in the Summary beginning on
page 8 and in the Q&A beginning on page 22 about the return they will receive on their
initial investment, including the price paid to acquire those securities and the current value
as of the most recent practicable date.  Include the PIPE investors in your
discussion.  Refer to CF Disclosure Guidance Topic No. 11 on Special Purpose
Acquisition Companies.
5.We note your disclosure on page 47 that your sponsor, directors and officers, and their
respective affiliates have incurred significant out-of-pocket expenses incurred in
connection with performing due diligence on suitable targets for business combinations
and the negotiation of the business combination. Please revise the disclosure on page 47 to
quantify, if material, the out-of-pocket expenses and provide similar disclosure in the
Summary beginning on page 8 and in the Q&A beginning on page 22. Refer to CF
Disclosure Guidance Topic No. 11 on Special Purpose Acquisition Companies.
Because Thunder Bridge II is incorporated under the laws of the Cayman Islands, page 49
6.We note the disclosure on page 50 that Thunder Bridge II has been advised by its Cayman
Islands legal counsel. If your disclosure is based upon an opinion of counsel, name
counsel in the prospectus and file as an exhibit to the registration statement a signed
consent of counsel to the use of its name and opinion.
Related Agreements, page 102
7.Please file as exhibits the Amended Operating Agreement, the Exchange Agreement and
the Subscription Agreement mentioned on pages 102, 103 and 107, respectively.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
indie
Overview, page 195
8.We note the disclosure on page 196 that indie has incurred significant operating losses
since inception, and that they will need substantial additional funding to support

 FirstName LastNameGary A. Simanson
 Comapany NameThunder Bridge II Surviving Pubco, Inc.
 February 19, 2021 Page 3
 FirstName LastNameGary A. Simanson
Thunder Bridge II Surviving Pubco, Inc.
February 19, 2021
Page 3
continuing operations. We note also that indie's independent auditor raised substantial
doubt about the company's ability to continue as a going concern.  Please revise to
disclose the going concern opinion on the cover page and in the summary.  Please also
include risk factor disclosure regarding the going concern opinion and the company's
losses since inception.
Results of Operations, page 199
9.We note your risk factor on page 65 that fluctuations in foreign exchange rates against the
U.S. dollar could result in changes in reported revenues and operating results due to the
foreign exchange impact of translating these transactions into U.S. dollars.  Please
enhance your discussion of results of operations to separately quantify for each period
presented the amount of the change in revenues and expenses that is due to foreign
currency translations.
Liquidity and Capital Resources, page 201
10.Please enhance your disclosure to provide a more robust discussion of changes in
operating cash flows for each of the periods presented.  Your revised discussion should
focus on the primary drivers of and other material factors necessary to an understanding of
your cash flows and the indicative value of historical cash flows.  In addition, your revised
discussions should not only quantify the impact of the line item(s) which contributed most
to the changes but should also provide detailed explanations of the reasons for the
fluctuations.  Please refer to the SEC Interpretive Release No. 33-8350.
Executive Compensation of indie, page 207
11.Please revise your disclosure in this section to include your most recently completed fiscal
year.
Financial Statements of Thunder Bridge Acquisition II, Ltd.
Note 6 - Commitments
Registration Rights, page F-13
12.Please disclose whether there are any maximum cash penalties under the registration
rights agreement, if applicable.  Please also disclose any additional penalties resulting
from delays in registering your common stock.  Refer to ASC 825-20-50-1.
Financial Statements of Ay Dee Kay, LLC, d/b/a indie Semiconductor, page F-30
13.Please provide updated financial statements and related disclosures throughout the filing.
See Rule 8-08 of Regulation S-X for further information.
Consolidated Statements of Comprehensive Loss, page F-33
14.Please revise your presentation here and on page F-63 to separately disclose
comprehensive loss attributable to Ay Dee Kay, LLC and comprehensive loss attributable

 FirstName LastNameGary A. Simanson
 Comapany NameThunder Bridge II Surviving Pubco, Inc.
 February 19, 2021 Page 4
 FirstName LastNameGary A. Simanson
Thunder Bridge II Surviving Pubco, Inc.
February 19, 2021
Page 4
to noncontrolling interest.  Refer to ASC 220-10-45-5 and ASC 810-10-50-1A(a).
Consolidated Statements of Cash Flows, page F-35
15.Please breakout for each period presented, the other current and long-term assets and
liabilities line item in the cash used in operating activities sections into smaller
components having more descriptive titles.  Netting of dissimilar gains and losses is not
generally appropriate.  Netting of cash flows related to asset balances with cash flows
related to liability balances is also not generally appropriate.
2) Summary of Significant Accounting Policies
Revenue, page F-40
16.You disclose that you provide an assurance-type warranty and also offer an extended
limited warranty to customers for certain products under limited circumstances.  As such,
please enhance your disclosure to present a summary of the warranty liability activity for
each period presented in accordance with ASC 460-10-50-8.
10) Revenue, page F-52
17.You disclose on page F-53 that deferred revenue increased $1.0 million from January 1,
2019 to December 31, 2019 due to the timing of payments received from customers.
Please revise your disclosure to address the fact that deferred revenue actually decreased
$1.0 million from January 1, 2019 to December 31, 2019.
2) Summary of Significant Accounting Policies
Goodwill, page F-69
18.You disclose that a quantitative goodwill impairment test is not necessary if the
assessment of all relevant qualitative factors indicates that it is more likely than not that
the fair value of a reporting unit is less than its carrying amount; however, you also
disclose that you will perform a quantitative goodwill impairment test if the assessment of
all relevant qualitative factors indicates that it is more likely than not that the fair value of
a reporting unit is less than its carrying amount.  Please revise your disclosure to address
this apparent discrepancy.
Signatures, page II-5
19.Please revise to indicate below the second paragraph of text who signed in the capacities
of principal financial officer, controller or principal accounting officer.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameGary A. Simanson
 Comapany NameThunder Bridge II Surviving Pubco, Inc.
 February 19, 2021 Page 5
 FirstName LastName
Gary A. Simanson
Thunder Bridge II Surviving Pubco, Inc.
February 19, 2021
Page 5
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jeff Gordon, Staff Accountant, at 202-551-3866 or Kevin Stertzel,
Senior Accountant, at 202-551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or
Erin Purnell, Senior Attorney, at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jonathan H. Talcott