00018419252022Q1FALSE00018419252022-01-042022-01-040001841925us-gaap:CommonStockMember2022-01-042022-01-040001841925indi:WarrantsMember2022-01-042022-01-04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 4, 2022
INDIE SEMICONDUCTOR, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-40481
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87-0913788
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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32 Journey
Aliso Viejo, California
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92656
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (949) 608-0854
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Class A common stock, par value $0.0001 per share
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INDI
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The Nasdaq Stock Market LLC
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Warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share
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INDIW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events
On January 4, 2022, indie Semiconductor Germany GmbH, a wholly-owned subsidiary of Ay Dee Kay, LLC, a subsidiary of indie Semiconductor, Inc. (“indie”) completed its acquisition of all of the outstanding capital stock of Symeo GmbH (“Symeo”), a German corporation and wholly-owned subsidiary of Analog Devices GmbH, previously announced in its Current Report on Form 8-K filed with the Securities and Exchange Commission on October 25, 2021. The acquisition was consummated pursuant to a Share Purchase Agreement dated October 22, 2021.
The total consideration paid for the acquisition consisted of: (i) the payment by indie of $10 million in cash; (ii) the issuance by indie of a $10 million interest-free unsecured Promissory Note with a maturity date of January 31, 2023; (iii) contingent consideration of up to an additional $5.0 million payable in indie Class A common stock, subject to Symeo’s achievement of certain milestones one-year after the acquisition; and (iv) contingent consideration of up to an additional $5.0 million payable in indie Class A common stock, subject to Symeo’s achievement of certain milestones two years after the acquisition.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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INDIE SEMICONDUCTOR, INC.
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January 7, 2022
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By:
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/s/ Thomas Schiller
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Name:
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Thomas Schiller
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Title:
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Chief Financial Officer & EVP of Strategy
(Principal Financial Officer)
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