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THUNDER BRIDGE ACQUISITION, LTD.

9912 Georgetown Pike

Suite D203

Great Falls, VA 22066

April 1, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Michael Foland

 Re: Thunder Bridge Acquisition, Ltd.

Registration Statement on Form
S-4

Filed February 12, 2019

File No. 333-229616

Dear Mr. Foland:

Thunder Bridge Acquisition,
Ltd. (the “Company,” “Thunder Bridge,” “we,” “our”
or “us”) hereby transmits Amendment No. 1 (“Amendment No. 1”) to the above-referenced Registration
Statement on Form S-4 (the “Registration Statement”) via the Securities and Exchange Commission’s (the
“Commission”) EDGAR system. In this letter, we respond to the comments of the staff (the “Staff”)
of the Division of Corporation Finance contained in the Staff’s letter dated March 11, 2019 (the “Letter”).
For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s
comments presented in bold font type.

The responses below
follow the sequentially numbered comments from the Letter. All page references in the responses set forth below refer to page numbers
in Amendment No. 1. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment
No. 1.

Registration Statement on Form S-4

Unaudited Pro Forma Condensed Combined
Financial Information, page 147

1. Please tell us how you considered
all the provisions of ASC 805-10-55-12.a through e and 805-10-55-13 in determining that Thunder Bridge will be considered the accounting
acquirer in the merger transaction. Specifically address the fact that following the merger, senior management will be comprised
entirely of Repay's management; five of the nine board seats will be held by Repay's current directors, and Corsair will hold a
27% interest in the combined entity.

The Company respectfully
advises the Staff that it considered all the provisions of ASC 805-10-55-12.a through e and 805-10-55-13 and other pertinent accounting
guidance in determining that Thunder Bridge will be considered the accounting acquirer in the merger transaction (the “Business
Combination”). Our analyses are discussed below, including the specific factors raised by the Staff.

    Michael Foland

U.S. Securities and Exchange Commission

April 1, 2019

Page 2 of 11

When determining the
appropriate accounting acquirer, the Company considered ASC 805-10-25-5 which establishes that the existence of a controlling financial
interest, as defined in ASC 810-10 related to consolidation, is indicative of an accounting acquirer.

ASC 810-10-15-8 defines
the usual condition for a controlling financial interest as “ownership by one reporting entity, directly or indirectly, of
more than 50 percent of the outstanding voting shares of another entity.” It is currently expected that the current shareholders
of Thunder Bridge will retain approximately 56.7% of the voting power in the combined post-merger Company (the “Combined
Company”) (based on the assumptions described in the section entitled “Frequently Used Terms—Share Calculations
and Ownership Percentages” on page 4 of Amendment No. 1), resulting in the current shareholders of Thunder Bridge retaining
controlling financial interest in the Combined Company.

Furthermore, ASC 805-10-25-5
provides that if the acquiring entity is not clearly indicated by the existence of a controlling financial interest in accordance
with the guidance therein, the factors in ASC 805-10-55-11 through 55-15 must be considered in order to determine the accounting
acquirer. The guidance does not provide a hierarchy for assessing the various factors that influence the identification of the
accounting acquirer in a business combination, and we believe that no single criterion is more significant than any other.

The Company submits
that an analysis of the totality of factors in ASC 805-10-55-11, 55-12 and 55-13 supports our ASC 805-10-25-5 analysis, under which
we concluded that the current expectation of the current shareholders of Thunder Bridge retaining the controlling financial interest
in the Combined Company is indicative of Thunder Bridge as an accounting acquirer. We note that the guidance under ASC 805-10-55-14
and 55-15 are not relevant to the Business Combination and present below our analysis of the totality of factors in ASC 805-10-55-11,
55-12 and 55-13:

 ● Transfer of Cash. ASC 805-10- 55-11
states that in a business combination effected primarily by transferring cash or other assets or by incurring liabilities, the
accounting acquirer is usually the entity that transfers the cash or other assets or incurs the liabilities. In connection with
the Business Combination, the Company will transfer a minimum of $290 million of cash consideration to the current equity holders
of Repay. We believe the payment of such cash consideration by the Company is a strong indicator that the Company is the accounting
acquirer.

    Michael Foland

U.S. Securities and Exchange Commission

April 1, 2019

Page 3 of 11

 ● Exchange of Equity Interest. ASC
805-10-55-12 provides that in a business combination involving the exchange of equity interests, all pertinent facts and circumstances
should be considered. In particular, consideration should be given to which company’s shareholders obtain, in the aggregate,
a controlling interest in the combined company. In the Business Combination, the Combined Company will issue Class V common stock
and its subsidiary (of which the Combined Company will be the sole managing member) will issue Post-Merger Repay Units to the current
equity holders of Repay, all of which in the aggregate constitute the equity component of the merger consideration. In addition,
the pre-Business Combination shareholders of the Company are expected to retain a controlling interest in the Combined Company.
Both of these facts are indicative of the Company being the accounting acquirer.

 o Relative Voting Rights of the Combined Entity. Under ASC 805-10-55-12(a), the accounting
acquirer is usually the entity whose owners as a group retain or receive the largest portion of the voting rights in the combined
entity. As discussed above, the pre-Business Combination shareholders of the Company are expected to retain 56.7% of the voting
interests of the Combined Company at closing (based on the assumptions described in the section entitled “Frequently Used
Terms—Share Calculations and Ownership Percentages” on page 4 of Amendment No. 1). We believe the fact that the Company’s
current shareholder group will retain the largest portion of the voting rights indicates that the Company is the accounting acquirer.

 o Existence of a Large Minority Voting Interest. Under ASC 805-10-55-12(b), if no other group
has a significant interest in the combined entity, then the existence of a large minority interest may be indicative of the accounting
acquirer. The Company believes that this guidance is not applicable to the significant minority ownership by Corsair of approximately
29% of the Combined Company because the pre-Business Combination shareholders of the Company are expected to retain 56.7% of the
voting interests of the Combined Company (in each case based on the assumptions described in the section entitled “Frequently
Used Terms—Share Calculations and Ownership Percentages” on page 4 of Amendment No. 1), which is significantly greater
than the voting interest that Corsair expects to hold at closing.

 o Composition of the Governing Body of the Combined Entity. In accordance with ASC 805-10-55-12(c),
we analyzed the composition of the board of directors of the Combined Company (the “Board”). After the Business
Combination, the initial Board will consist of nine members who were mutually agreed upon by Thunder Bridge and Repay and identified
in the Merger Agreement. Of those nine individuals:

 ■ Each of Gary Simanson, Peter J. Kight,
Robert A. Hartheimer and Maryann Goebel are subject to replacement by the sponsor of Thunder Bridge in the event such individual
becomes unwilling or unable to serve prior to the completion of the Business Combination;

 ■ Each of Jeremy Schein and James Kirk are
subject to replacement by Corsair in the event such individual becomes unwilling or unable to serve prior to the completion of
the Business Combination;

 ■ Each of John Morris and Shaler Alias are
subject to replacement by the founders of Repay in the event such individual becomes unwilling or unable to serve prior to the
completion of the Business Combination; and

 ■ In the event William Jacobs becomes unwilling
or unable to serve prior to the completion of the Business Combination, his replacement would need to be mutually approved by Thunder
Bridge and Repay.

As a result of this arrangement,
Thunder Bridge and its sponsor have the ability to control or veto a majority of the Board (5 of 9 directors) in the event such
nominees become unwilling or unable to serve prior to the completion of the Business Combination. In addition, following the completion
of the initial term for each class of directors, the election of such class of directors will be subject to approval by the Company’s
shareholders, and shareholders of Thunder Bridge are expected to hold a majority of the Company’s equity following the completion
of the Business Combination. These two factors combined indicate that the Company is the accounting acquirer.

 o Composition of the Senior Management of the Combined Entity. With respect to ASC 805-10-55-12(d),
the executive officers of Repay prior to the consummation of the Business Combination will become the executive officers of the
Combined Company and serve under the direction of the Board. Because the factors we describe other than ASC 805-10-55-12(d) favor
Thunder Bridge as the accounting acquirer, this factor is not determinative for the identification of the accounting acquirer.

 o Terms of the Exchange of Equity Interests. Under ASC 805-10-55-12(e), the accounting acquirer
is usually the entity that pays a premium over the pre-Business Combination fair value of the equity interests of the other entity.
The Business Combination consideration to be paid by the Company in the Business Combination represents a premium above fair value
of Repay’s net assets. Such premium relates to Repay’s intangible assets including non-competition agreements, trade
names, developed technology, merchant relationships, and goodwill which totals approximately $394 million and supports the conclusion
that the Company is the accounting acquirer.

    Michael Foland

U.S. Securities and Exchange Commission

April 1, 2019

Page 4 of 11

 ● Relative Size. Under ASC 805-10-55-13,
the accounting acquirer is usually the entity whose relative size is significantly larger than the other entity. While Repay, as
the operating entity, is significantly larger than Thunder Bridge, the current equity holders of Repay will not own a majority
of the voting rights or control the Board. Therefore, we believe the relative size of the entities should not be the determinative
factor and that all the other factors need to be considered.

After considering all
the various factors set forth above, the Company concluded that Thunder Bridge is considered the accounting acquirer based upon
the following determinations: (1) the majority voting interest of the Combined Company will be held by current shareholders of
Thunder Bridge, (2) the voting interest and ownership of Thunder Bridge’s current shareholders in the Combined Company will
be greater than those of Repay’s current equity holders, and (3) there is no mechanism for Repay’s current equity holders
to control the Board of the Combined Company. The Company notes that, as disclosed in Amendment No. 1, under the Merger Agreement,
Thunder Bridge has the ability to raise additional equity financing of up to an amount equal to $30 million plus the amount of
the aggregate redemption price of all redemptions. If Thunder Bridge seeks any additional equity financing prior to the completion
of the Business Combination, the analyses described herein may need to be revised to reflect any anticipated changes to the capital
structure of the Combined Company.

2. Your pro forma financial statements
as presented assume no Class A ordinary shares were redeemed. However, we note that you may be required to account for the Repay
acquisition as a reverse merger, if more than 5,516,968 Class A ordinary shares are redeemed such that there will be insufficient
cash on hand to satisfy the cash consideration condition. Notwithstanding your response to the previous comment, please include
additional pro forma information that assumes various redemption levels and include a presentation that gives effect to the reverse
merger accounting, or explain why you believe such information need not be presented. Refer to Rule 11-02(b)(8) of Regulation S-X.

The Company
has revised Amendment No. 1 to provide pro forma information for the following two scenarios: (1) assuming no Class A ordinary
shares are redeemed and (2) assuming the maximum number of Class A ordinary shares that may be redeemed while still satisfying
the Closing Cash Requirement (as defined below) (without any additional equity financing taking place), as described on pages 33
and 152 thereof. As the Company is unable to predict how many of its Class A ordinary shares will be redeemed in connection with
the closing of the Business Combination, the Company has assumed for this calculation that the maximum number of shares that may
be redeemed while satisfying the closing conditions under the Merger Agreement (which effectively requires the post-Closing balance
sheet of the Combined Company to have cash and cash equivalents equal to $10 million (the “Closing Cash Requirement”))
are redeemed, which we refer to as the maximum redemption scenario. Calculations relating to the maximum redemption scenario are
as follows:

    Trust Account balance (historical)(A)
    $ 263,254,659

    Class A ordinary shares outstanding (historical) (B)
      25,800,000

    Redemption Price per Share (C= A/B)
    $ 10.20

    Cash and cash Equivalents (pro forma) in excess of the Closing Cash Requirement(D)
    $ 47,834

    Maximum Redemption (Shares) (E=D/C)
      4,689

    Maximum Redemption (Ownership Percentage) (F=E/B)
      0.02 %

    Michael Foland

U.S. Securities and Exchange Commission

April 1, 2019

Page 5 of 11

The redemption
price per share is equal to the pro rata portion of the aggregate amount on deposit in the Trust Account as of two business days
prior to the completion of the Business Combination. For purposes of the calculation above, we have used the Trust Account balance
as of December 31, 2018 to determine the per share price calculation and the pro forma cash and cash equivalents as of December
31, 2018 to determine the amount of cash and cash equivalents in excess of the Closing Cash Requirement.

Based on
the relatively small number of shares that can be redeemed under the maximum redemption scenario, the Company respectfully submits
that its analysis of the maximum redemption scenario is consistent with the Company’s conclusion that it is the accounting
acquirer as further detailed in the Company’s response to the Staff’s previous comment.

The Company
has also removed any reference to a reverse merger in Amendment No. 1 in order to avoid any confusion about the potential effect
of redemptions on the closing conditions to the Merger Agreement and the associated accounting treatment.

Notes to Unaudited Pro Forma Condensed
Combined Financial Information

Adjustments to Unaudited Pro Forma Condensed
Combined Balance Sheet, page 155

3. Please revise note (e) to include
the assumptions used to determine the pro forma adjustments related to the Tax Receivable Agreement. Tell us whether you assumed
the tax impact related to the exchange of Post