Thunderbridge 2 THBRU

Thunderbridge THBRu 1C, 1/2W

30 mill units.Morgan Stanley, Cantor

Whole W 1 + 11.50. Call 18. $9.50 adjustment.

24 months

$11.50 per share, subject to adjustment as described herein. In addition, if we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.50 per ordinary share

We will seek to capitalize on the significant financial services, asset and fund management, financial technology and banking experience, private and public equity experience, and contacts of our management team and senior special advisor, including Gary Simanson, our President and Chief Executive Officer and a Director, William Houlihan, our Chief Financial Officer, John Wu, our Chief Investment Officer, David E. Mangum, a Director, Mary Ann Gillespie, a Director, Robert Hartheimer, a Director, Stewart Paperin, a Director, Allerd Derk Stikker, a Director, and Pete Kight, our senior special advisor, to identify, evaluate, acquire and operate a target business. If we elect to pursue an investment outside of the financial services or FinTech industry, our management’s expertise related to that industry may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding that industry might not be relevant to an understanding of the business that we elect to acquire. Members of our management team and senior special advisor have extensive experience in the financial services industry, the financial technology industry, the asset and wealth management industry, as well as extensive experience in operating financial services companies in a public company environment and a private company environment, serving on both public and private company boards of directors, including financial institutions and FinTech companies, strong knowledge and experience in financial, legal and regulatory matters, initial public offerings, private equity and venture capital, as well as mergers and acquisitions in the financial services industry.

All the members of our management team and our senior special advisor except for Mr. Mangum also participated as executive officers and/or directors of Thunder Bridge Acquisition, Ltd. (NASDAQ: TBRG), a blank check company which raised an aggregate of $258.0 million in its initial public offering (including exercise of the over-allotment option) in June 2018 and which in July 2019 consummated its initial business combination with Hawk Parent Holdings, LLC, or Repay, an omnichannel payments technology provider. Our senior special advisor, Pete Kight, has agreed to stay on as chairman of the board of the combined company, and one of our directors, Robert Hartheimer, has agreed to stay on as a director of the combined company.

Gary Simanson, our President, Chief Executive Officer and Director, and one other member of our Board of Directors, Stewart Paperin, served as executive officers and/or directors of Community Bankers Acquisition Corp., or “CBAC”, a former blank check company, which raised $60.0 million in its initial public offering in June 2006, and completed its initial business combination when it simultaneously acquired two publicly traded bank holding companies, BOE Financial Services of Virginia, Inc. and TransCommunity Financial Corporation in May of 2008, which we refer to as the CBAC Acquisition. CBAC is now known as Community Bankers Trust Corporation (“CBTC”) (NASDAQ: ESXB).

Additionally, Mr. Paperin served as a member of the board of directors of Enterprise Acquisition Corp., or “EAC”, a former blank check company, which raised $250 million in its initial public offering in November 2007, from its inception in July 2007 to its merger with ARMOUR Residential REIT, Inc., in November 2009. Mr. Paperin has been a director of ARMOUR Residential REIT, Inc. (NYSE: ARR) since November 2009.