indie Semiconductor expands ADAS with $30M emotion3D deal, sets Q2 call

Rhea-AI Filing Summary

Form 8-K highlights: On 7 Aug 2025 indie Semiconductor (Nasdaq: INDI) furnished its Q2-25 earnings press release (Exhibit 99.1) and scheduled a webcast for 5:00 p.m. ET the same day. No financial figures are included in the filing itself.

Strategic acquisition: On 6 Aug 2025 the company signed a Share Purchase Agreement to buy Austrian driver-monitoring specialist emotion3D GmbH. Consideration is up to $30 million, comprising a $20 million cash base (subject to holdbacks/adjustments) plus up to $10 million earn-out linked to revenue milestones through 28 Feb 2027. The earn-out may be settled in cash, Class A common stock, or a mix, with any shares valued at the 20-day VWAP immediately before payment. Shares, if issued, will rely on the Section 4(a)(2) exemption. Closing remains subject to customary regulatory clearance.

Investor takeaways: The deal modestly broadens INDI’s ADAS and in-cabin sensing portfolio with limited upfront cost and performance-based upside, but introduces potential dilution and a $20 million cash outflow. The filing contains no operating metrics; investors must review Exhibit 99.1 for Q2-25 results.

Positive

• Acquisition expands INDI’s driver- and occupant-monitoring capabilities, complementing its ADAS silicon roadmap.
• Upfront cash limited to $20 m; remaining $10 m tied to revenue milestones, capping downside risk.
• Earn-out can be satisfied with stock, providing balance-sheet flexibility.

Negative

• Possible shareholder dilution if earn-out is paid in equity.
• $20 m cash outlay reduces near-term liquidity.
• Transaction still requires regulatory clearance, creating closing uncertainty.

Insights

Semiconductor Equity Analyst

TL;DR: $30 m tuck-in adds software depth; modestly positive for long-term ADAS strategy.

emotion3D enhances INDI’s silicon-plus-software value proposition in driver and occupant monitoring—segments growing high-double digits inside ADAS. The upfront $20 m cash is manageable for a company that ended Q1-25 with >$200 m liquidity (per prior filings). Performance-linked earn-outs cap risk and align incentives. Potential equity settlement preserves cash, though could dilute shareholders by <1% based on VWAP. Overall impact is strategically favorable but financially immaterial near-term; rating: positive.

M&A Specialist

TL;DR: Small, structure-light deal; execution and regulatory clearance are main variables.

The acquisition uses a straightforward cash-plus-earn-out structure. Section 4(a)(2) exemption avoids registration delays, speeding closing. Revenue-based earn-outs through 2027 defer 33% of consideration, protecting INDI if targets slip. However, any stock-settled earn-out introduces valuation timing risk and shareholder dilution. At $30 m, the deal is unlikely to trigger antitrust complications, but the filing notes closing is still contingent on regulators—standard but not guaranteed. Impact viewed as neutral-to-positive given limited scale.

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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): August 06, 2025

indie Semiconductor, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-40481	88-1735159
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
32 Journey
Aliso Viejo, California				92656
(Address of Principal Executive Offices)				(Zip Code)

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:

☐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
Class A common stock, par value $0.0001 per share		INDI		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 2.02 Results of Operations and Financial Condition.

The information set forth in Exhibit 99.1 of this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information set forth in Exhibit 99.1 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On August 7, 2025, indie Semiconductor, Inc. (“indie” or the "Company") issued a press release announcing its financial results for the second quarter ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1.

A conference call with simultaneous webcast to discuss the financial results for the second quarter ended June 30, 2025 will be held today, August 7, 2025 at 5:00 p.m. Eastern Time. After the live webcast of the conference call, an audio replay will remain available until August 21, 2025 in the Investor Relations section of indie's website at www.indiesemi.com.

Item 3.02 Unregistered Sales of Equity Securities.

On August 6, 2025, indie entered into a Share Purchase Agreement (“Share Purchase Agreement”), pursuant to which Ay Dee Kay Ltd., a private limited company incorporated under the laws of England and Wales in the United Kingdom and a wholly owned subsidiary of indie, will acquire all of the outstanding shares of emotion3D GmbH, an Austrian corporation (“emotion3D”), subject to customary closing conditions, including regulatory clearance (the “Acquisition”).

Pursuant to the Share Purchase Agreement, the aggregate consideration for the Acquisition is up to $30.0 million (the “Purchase Price”), consisting of (i) a base purchase price payable fully in cash equal to $20.0 million, less certain indemnity-related holdbacks and adjustments (the “Base Purchase Price”) and (ii) up to $10.0 million of additional aggregate consideration contingent upon the achievement by the acquired business of certain revenue targets (the “Earnout Consideration”) in two installments over periods ending on December 31, 2025 and February 28, 2027 (the “Earnout Periods”). The Earnout Consideration, to the extent earned, is payable at indie’s election, in cash, shares of the Company’s Class A common stock (“Common Stock”), or any combination thereof, assuming full achievement of the revenue targets over the Earnout Periods. To the extent the Common Stock is used to satisfy the Earnout Consideration in any given Earnout Period, the exact number of shares of Common Stock to be issued will be calculated by dividing the Earnout Consideration, if any, by the volume-weighted average trading price of the Company's Common Stock for twenty (20) consecutive trading days ending three (3) trading days immediately preceding the time such Earnout Consideration becomes payable. The Earnout Consideration is also subject to other adjustments, including offsets, if any, for indemnification obligations. These shares of Common Stock, if paid, will be issued in reliance on an exemption from the registration requirements of the U.S. Securities Act of 1933 (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release of the Registrant dated August 7, 2025 announcing its results of operations for the second quarter ended June 30, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

	INDIE SEMICONDUCTOR, INC.
August 7, 2025	By:	/s/ Donald McClymont
		Name:	Donald McClymont
		Title:	Chief Executive Officer
			(Principal Executive Officer)

FAQ

What major event did indie Semiconductor (INDI) disclose in its 8-K dated 7 Aug 2025?

The company signed a Share Purchase Agreement to acquire emotion3D GmbH for up to $30 million.

How is the $30 million purchase price for emotion3D structured?

$20 million cash at closing, plus up to $10 million earn-out based on revenue milestones ending Feb 28 2027.

Can the earn-out be paid in stock?

Yes. INDI may pay the earn-out in cash, Class A common stock, or a combination, using a 20-day VWAP to set share count.

When will INDI discuss its Q2 2025 results?

A webcast is scheduled for 7 Aug 2025 at 5:00 p.m. ET, with a replay available until 21 Aug 2025.

Is the emotion3D acquisition already closed?

No. It remains subject to customary closing conditions, including regulatory clearance.

Will the shares issued for the earn-out be registered with the SEC?

No. Any shares will rely on the Section 4(a)(2) private placement exemption.