THCP Thunder Bridge Captial Partners IV Inc

Item 3.02 Unregistered Sales of Equity Securities.

On June 29, 2023, Thunder Bridge Capital Partners IV, Inc. (the “Company”) issued an aggregate of 5,913,195 shares of its Class A common stock, par value $0.0001 per share (“Class A Common Stock”), to TBCP IV, LLC, the sponsor of the Company (the “Sponsor”), upon the conversion (“Conversion”) of an equal number of shares of Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock”), held by the Sponsor. The 5,913,195 shares of Class A Common Stock issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Common Stock before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering. Following the Conversion, there were 10,078,337 shares of Class A Common Stock issued and outstanding and 1 share of Class B Common Stock issued and outstanding. As a result of the Conversion, the Sponsor holds approximately 65.1% of the Company’s issued and outstanding Class A Common Stock.

The shares of Class A Common Stock issued upon the Conversion have not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.