References to the "Company," "us," "our" or "we" refer Thunder Bridge Capital Partners III Inc. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included herein.

Cautionary Note Regarding Forward-Looking Statements





All statements other than statements of historical fact included in this Form
10-K including, without limitation, statements under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, business strategy and the plans and objectives of
management for future operations, are forward- looking statements. When used in
this Form 10-K, words such as "anticipate," "believe," "estimate," "expect,"
"intend" and similar expressions, as they relate to us or the Company's
management, identify forward-looking statements. Such forward-looking statements
are based on the beliefs of management, as well as assumptions made by, and
information currently available to, the Company's management. Actual results
could differ materially from those contemplated by the forward- looking
statements as a result of certain factors detailed in our filings with the SEC.
All subsequent written or oral forward-looking statements attributable to us or
persons acting on the Company's behalf are qualified in their entirety by this
paragraph.



Overview




The Company is a blank check company incorporated as a Delaware corporation and
formed for the purpose of effecting a merger, share exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more
businesses. The Company intends to effectuate its initial business combination
using cash from the proceeds of our initial public offering and the private
placement of the private placement warrants, the proceeds of the sale of our
securities in connection with our initial business combination (pursuant to
backstop agreements we may enter into), our shares, debt or a combination of
cash, stock and debt.

The issuance of additional shares in connection with an initial business combination to the owners of the target or other investors:





       ?   may significantly dilute the equity interest of our common
           stockholders, which dilution would increase if the
           anti-dilution provisions in the Class B common stock resulted in the
           issuance of shares of our Class A common stock on a greater than
           one-to-one basis upon conversion of the Class B common stock;

? may subordinate the rights of holders of our common stock if preferred stock is

issued with rights senior to those afforded our common stock;

? could cause a change in control if a substantial number of shares of our common

stock is issued, which may affect, among other things, our ability to use our

net operating loss carry forwards, if any, and could result in the resignation

or removal of our present officers and directors;

? may have the effect of delaying or preventing a change of control of us by

diluting the stock ownership or voting rights of a person seeking to obtain


   control of us; and




 ? may adversely affect prevailing market prices for our units, Class A common
   stock and/or warrants.




                                       50

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

? default and foreclosure on our assets if our operating revenues after an

initial business combination are insufficient to repay our debt obligations;

? acceleration of our obligations to repay the indebtedness even if we make all

principal and interest payments when due if we breach certain covenants that

require the maintenance of certain financial ratios or reserves without a

waiver or renegotiation of that covenant;

? our immediate payment of all principal and accrued interest, if any, if the

debt security is payable on demand;

? our inability to obtain necessary additional financing if the debt security

contains covenants restricting our ability to obtain such financing while the

debt security is outstanding;

? our inability to pay dividends on our common stock;

? using a substantial portion of our cash flow to pay principal and interest on

our debt, which will reduce the funds available for dividends on our common

stock if declared, our ability to pay expenses, make capital expenditures and

acquisitions, and fund other general corporate purposes;

? limitations on our flexibility in planning for and reacting to changes in our

business and in the industry in which we operate;

? increased vulnerability to adverse changes in general economic, industry and


   competitive conditions and adverse changes in government regulation;

? limitations on our ability to borrow additional amounts for expenses, capital

expenditures, acquisitions, debt service requirements, and execution of our


   strategy; and

? other purposes and other disadvantages compared to our competitors who have


   less debt.

As indicated in the accompanying financial statements, we had $336,290 held outside the trust account that is available to us to fund our working capital requirements and $414,036,755 held inside the trust account.





Results of Operations



For the year ended December 31, 2021, we had net income of $72,832 and a loss
from operations of $1,404,498. For the period from June 12, 2020 (date of
inception) through December 31, 2020, we had a net loss of $29,371. Our entire
activity from inception to December 31, 2021, was in preparation for our initial
public offering. Since the consummation of our initial public offering through
December 31, 2021, our activity has been limited to the evaluation of potential
initial business combination candidates, and we will not be generating any
operating revenues until the closing and completion of our initial business
combination. We are incurring increased expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as
well as for due diligence expenses.

Liquidity and Capital Resources


Prior to the consummation of our initial public offering, our only sources of
liquidity were an initial purchase of founder shares for $25,000 by the sponsor,
and a total of $100,000 of loans and advances by the sponsor.



On February 10, 2021, we consummated our initial public offering in which we
sold 41,400,000 Units at a price of $10.00 per Unit generating gross proceeds of
$414,000,000 before underwriting fees and expenses. Simultaneously with the
consummation of our initial public offering, we consummated the private
placement of 1,003,000 private placement units, generating gross proceeds,
before expenses, of $10,030,000. Each placement unit consists of one share of
Class A common stock and one fifth of one redeemable warrant. Each whole warrant
entitles the holder to purchase one share of Class A common stock at an exercise
price of $11.50 per whole share,



In connection with our initial public offering, the Company incurred offering
costs of $23,191,740 (including an underwriting fee of $8,280,000 and deferred
underwriting commissions of $14,490,000). Other incurred offering costs
consisted principally of formation and preparation fees related to our initial
public offering. A total of $414,000,000, comprised of $403,970,000 of the
proceeds from the initial public offering and $10,030,000 of the proceeds of the
private placement, was placed in a U.S.-based trust account, established for the
benefit of our public stockholders. Prior to the closing of our initial public
offering, the sponsor had made $100,000 in loans and advances to the Company.
The loans and advances were non-interest bearing and payable on the earlier of
March 31, 2021 or the completion of our initial public offering. The loans of
$100,000 were fully repaid upon the consummation of our initial public offering
on March 10, 2021.



                                       51





As of December 31, 2021, we have available to us $336,290 of cash on our balance
sheet and working capital deficit of $6,664,274. We will use these funds
primarily to find and evaluate target businesses, perform business, legal, and
accounting due diligence on prospective target businesses, travel to and from
the offices, plants or similar locations of prospective target businesses or
their representatives or owners, review corporate documents and material
agreements of prospective target businesses, and structure, negotiate and
complete a business combination. The interest income earned on the investments
in our trust account are unavailable to fund operating expenses.



In order to finance transaction costs in connection with the initial business
combination, on March 25, 2022 the Company and TBCP III, LLC (the "Sponsor")
executed a promissory note to loan the Company funds as may be required
("Working Capital Loans"). If the Company completes the initial business
combination, the Company would repay such loaned amounts. In the event that the
initial business combination does not occur, the Company may use a portion of
the working capital held outside the trust account to repay such loaned amounts
but no proceeds from the trust account would be used for such repayment. Up to
$1,500,000 of such loans may be convertible into units at a price of $10.00 per
unit at the option of the lender. The units would be identical to the placement
units issued to the sponsor. The terms of such Working Capital Loans, if any,
have not been determined and no written agreements exist with respect to such
loans. The Company does not expect to seek loans from parties other than the
sponsor or its directors or officers or their respective affiliates as it does
not believe third parties will be willing to loan such funds and provide a
waiver against any and all rights to seek access to funds in the trust account.
No monies have been advanced under the note.

Off-Balance Sheet Financing Arrangements





As of December 31, 2021, we have no obligations, assets or liabilities which
would be considered off-balance sheet arrangements. We do not participate in
transactions that create relationships with unconsolidated entities or financial
partnerships, often referred to as variable interest entities, which would have
been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial assets.





Contractual Obligations

At December 31, 2021, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.


The underwriters were paid a cash underwriting fee of 2% of gross proceeds of
the initial public offering, or $8,280,000. In addition, the underwriters are
entitled to aggregate deferred underwriting commissions of $14,490,000
consisting of (i) 3.5% of the gross proceeds of the initial public offering. The
deferred underwriting commissions will become payable to the underwriters from
the amounts held in the trust account solely in the event that the Company
completes an initial business combination, subject to the terms of the
underwriting agreement by and among the Company and Morgan Stanley & Co. LLC.

Critical Accounting Policies





The preparation of financial statements and related disclosures in conformity
with GAAP requires the Company's management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements, and
income and expenses during the periods reported. Actual results could materially
differ from those estimates. The Company has identified the following as its
critical accounting policies:



Emerging Growth Company




The Company is an "emerging growth company," as defined in Section 2(a) of the
Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012
(the "JOBS Act"), and it may take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are
not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation
and stockholder approval of any golden parachute payments not previously
approved.



                                       52





Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies
from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act
registration statement declared effective or do not have a class of securities
registered under the Exchange Act) are required to comply with the new or
revised financial accounting standards. The JOBS Act provides that a company can
elect to opt out of the extended transition period and comply with the
requirements that apply to non-emerging growth companies but any such election
to opt out is irrevocable. The Company has elected not to opt out of such
extended transition period which means that when a standard is issued or revised
and it has different application dates for public or private companies, the
Company, as an emerging growth company, can adopt the new or revised standard at
the time private companies adopt the new or revised standard.

Net Income (Loss) Per Share of Common Stock





The Company complies with accounting and disclosure requirements of FASB ASC
Topic 260, "Earnings Per Share". We have two classes of shares, which are
referred to as Class A common stock and Class B common stock. Income and losses
are shared pro rata between the two classes of shares. Net income (loss) per
ordinary share is computed by dividing net income (loss) by the weighted average
number of ordinary shares outstanding during the period.



The calculation of diluted loss per share does not consider the effect of the
Public Warrants issued in connection with the Initial Public Offering and the
sale of the Private Placement Warrants, because the exercise of the warrants is
contingent upon the occurrence of future events.



The following table reflects the calculation of basic and diluted net loss per
share:



                                                                                       For the Period
                                                                                       from June 12,
                                                                                            2020
                                                                                          (Date of
                                                                                         Inception)
                                                          For the Year Ended              through
                                                             December 31,               December 31,
                                                                 2021                       2020
                                                       Class A          Class B           Class B

Basic and diluted net loss per share
Numerator:
Allocation of net income (loss)                      $     57,162     $     15,670     $      (29,371 )
Denominator:
Less:
Basic and diluted weighted average shares of
common stock outstanding                               37,756,096       10,350,000         10,350,000
Basic and diluted net loss per share                 $       0.00     $    

  0.00     $        (0.00 )

Fair Value of Financial Instruments

The fair value of the Company's assets and liabilities, which qualify as financial instruments under FASB ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the balance sheet primarily due to their short term nature.





Income Taxes



The Company accounts for income taxes under FASB ASC 740, Income Taxes ("ASC
740"). ASC 740 requires the recognition of deferred tax assets and liabilities
for both the expected impact of differences between the financial statement and
tax basis of assets and liabilities and for the expected future tax benefit to
be derived from tax loss and tax credit carry forwards. ASC 740 additionally
requires a valuation allowance to be established when it is more likely than not
that all or a portion of deferred tax assets will not be realized.



ASC 740 also clarifies the accounting for uncertainty in income taxes recognized
in an enterprise's financial statements and prescribes a recognition threshold
and measurement process for financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities. The Company recognizes accrued interest
and penalties related to unrecognized tax benefits as income tax expense. There
were no unrecognized tax benefits as of December 31, 2021. The Company is
currently not aware of any issues under review that could result in significant
payments, accruals or material deviation from its position.



                                       53





The provision for income taxes was deemed to be immaterial for the year ended
December 31, 2021 and for the period from June 12, 2020 (inception) to December
31, 2020.

Shares subject to possible redemption


The Company accounts for its common stock subject to possible redemption in
accordance with the guidance in Accounting Standards Codification ("ASC") Topic
480 "Distinguishing Liabilities from Equity." Common stock subject to mandatory
redemption (if any) is classified as a liability instrument and is measured at
fair value. Conditionally redeemable common stock (including common stock that
features redemption rights that are either within the control of the holder or
subject to redemption upon the occurrence of events not solely within the
Company's control) is classified as temporary equity. At all other times, common
stock are classified as stockholders' equity. The Company's common stock feature
certain redemption rights that are considered to be outside of the Company's
control and subject to occurrence of uncertain future events. Accordingly, at
December 31, 2021, shares subject to possible redemption are presented as
temporary equity, outside of the stockholders' equity section of the Company's
balance sheet.

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