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~~ earliest event reported): ~~February~~ 17June 15, 2023

Thunder Bridge Capital Partners III, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39998		85-1445798
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9912 Georgetown Pike

Suite D203

Great Falls, Virginia

(Address of principal executive offices, including zip code)

22066

(Zip Code)

Registrant’s telephone number, including area code: (202) 431-0507

Not Applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Units, each consisting of one share of Class A Common Stock and one-fifth of one Redeemable Warrant	TBCPU	The NASDAQ Stock Market LLC
Class A Common Stock, par value $0.0001 per share	TBCP	The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share	TBCPW	The NASDAQ Stock Market LLC

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Units, each consisting of one share of Class A Common Stock and one-fifth of one Redeemable Warrant	TBCPU	The NASDAQ Stock Market LLC
Class A Common Stock, par value $0.0001 per share	TBCP	The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share	TBCPW	The NASDAQ Stock Market LLC

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 83.01 ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~December~~June 1615, ~~2022~~2023, Thunder Bridge Capital Partners III, Inc. (the “Company”) ~~held~~received a ~~special~~deficiency ~~meeting~~letter offrom ~~its~~the ~~stockholders~~Listing Qualifications Department (the “~~Meeting~~Staff”)~~. In~~ ~~connection~~of ~~with~~ the ~~Meeting,~~Nasdaq asStock ~~set~~Market ~~forth~~(“Nasdaq”) innotifying the Company’s ~~Current~~that, ~~Report~~for onthe ~~Form~~preceding ~~8-K~~30 ~~filed~~consecutive business ~~with~~days, the ~~Securities~~Company’s ~~and~~Market ~~Exchange Commission~~Value onof ~~December~~Listed ~~22,~~Securities ~~2022,~~(“MVLS”) ~~the~~was ~~holders~~below ofthe ~~40,302,259~~$35 ~~shares~~million ofminimum ~~the~~requirement for ~~Company’s~~continued ~~Class~~inclusion Aon ~~common~~The ~~stock~~Nasdaq ~~(the~~Capital ~~“Redeeming Stockholders”)~~Market ~~properly~~pursuant ~~exercised~~to ~~their~~Nasdaq ~~right~~Listing toRule ~~redeem~~5550(b)(2) ~~their~~(the ~~shares~~“MVLS ~~for cash~~Requirement”).

OnThe ~~December~~notification ~~30, 2022, an initial~~received ~~redemption~~has ~~payment~~no ~~was~~immediate ~~made~~effect byon ~~Continental Stock Transfer & Trust Company (“CST”), as trustee of~~ the ~~trust account set up at the time of the~~ Company’s ~~initial~~Nasdaq ~~public~~listing. ~~offering~~In ~~for~~accordance ~~the~~with ~~benefit~~Nasdaq ofrules, the Company’s ~~public~~has ~~stockholders~~been ~~(the~~provided ~~“Trust~~an initial ~~Account”),~~period ~~to the Redeeming Stockholders at a rate~~ of ~~$10.10~~180 ~~per~~calendar ~~share and~~days, onor ~~January~~until 11December 21, 2023, ~~CST made an additional redemption payment~~ (the “~~Additional~~Compliance ~~Payment~~Date”), to ~~the~~regain ~~Redeeming~~compliance ~~Stockholders~~with atthe aMVLS ~~rate of $0~~Requirement.~~02841302 per share~~ If, ~~for~~at aany ~~total~~time ~~redemption payment~~before ~~per share of $10.12841302. It was later determined that~~ the ~~Company~~Compliance ~~did not withdraw all of the interest from the Trust Account that it was allowed to withdraw to cover income and franchise taxes and~~Date, ~~therefore,~~ the ~~Additional~~Company’s ~~Payment~~MVLS ~~should~~closes ~~have~~at ~~been~~ $~~0.00157381 per~~35 ~~share,~~million or more for a ~~total~~minimum ~~redemption payment~~ of $10~~.10157381~~ ~~per~~consecutive ~~share.~~business days, ~~This meant that~~ the ~~Redeeming~~Staff ~~Stockholders~~will ~~were~~provide ~~overpaid~~the inCompany ~~the~~written ~~amount~~ confirmation of ~~$0.02683921~~compliance ~~per~~with ~~share (~~the ~~“Overpayment~~MVLS ~~Amount”)~~Requirement.

The ~~Redeeming~~Company ~~Stockholders are in~~intends to monitor the ~~process~~market value of ~~being~~the ~~notified~~Company’s oflisted ~~this~~securities ~~situation~~ and ~~are~~may, ~~being~~if ~~instructed~~appropriate, toconsider ~~return~~available ~~the~~options ~~Overpayment Amount~~ to ~~CST.~~regain ~~Anyone~~compliance with ~~questions~~ ~~about~~ the ~~contents~~MVLS ~~of this report, can reach out to CST at spacredemptions@continentalstock~~Requirement.~~com.~~

1Item 9.01 Financial Statements and Exhibits.

~~SIGNATURE~~(d) Exhibits

~~Pursuant~~See to the ~~requirements~~Exhibit ofIndex ~~the Securities Exchange~~below, ~~Act~~which ofis ~~1934,~~incorporated ~~the registrant has duly caused this report to be signed on its behalf~~ by ~~the~~reference ~~undersigned hereunto duly authorized~~herein.

Dated: February 17, 2023

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~THUNDER~~[Signature ~~BRIDGE~~to ~~CAPITAL PARTNERS III, INC. By: /s/ Gary A. Simanson Name: Gary A. Simanson Title: Chief Executive Officer~~follow]

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.

Dated: June 22, 2023

	THUNDER BRIDGE CAPITAL PARTNERS III, INC.

	By:	/s/ Gary A. Simanson
	Name:	Gary A. Simanson
	Title:	Chief Executive Officer

Filing Compare · Thunder Bridge Capital Partners III Inc.