indie Semiconductor Inc

The business, financial condition, and operating results of the Company can be affected by many factors, whether currently known or unknown, including but not limited to those described in Part 1, Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under the heading “Risk Factors,” any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past or the anticipated future financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results, and stock price. There have been no material changes to the Company’s risk factors disclosed under the heading “Risk Factors” in Part 1, Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on February 29, 2024.

On various dates between January 8, 2024 and March 4, 2024, we issued an aggregate of 130,516 shares of its Class A common stock to two ADK Minority Holders (as defined in Note 12, Noncontrolling Interest)in exchange for an equal number of their ADK LLC units. The shares of Class A common stock were issued to the two ADK Minority Holders in reliance on the exemption under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). In connection with such exchange, 100,000 shares of Class V common stock held by the ADK Minority Holders were cancelled and 30,516 shares of ADK LLC units were exchanged to Class A common stock.

On March 20, 2024, we issued 525,000 shares of our Class A common stock to Expedera, Inc. (“Expedera”), in connection with our investment in the Series B-1 Preferred Stock of Expedera.

None.

Not applicable.