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THUNDER BRIDGE ACQUISITION, LTD.

9912 Georgetown Pike

Suite D203

Great Falls, VA 22066

May 21, 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.

Amendment No. 1 to Registration
Statement on Form S-4

Filed April 1, 2019

File No. 333-229616

Dear Mr. Foland:

Thunder Bridge Acquisition, Ltd. (the “Company,”
“Thunder Bridge,” “we,” “our” or “us”) hereby transmits
Amendment No. 2 (“Amendment No. 2”) 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 April 18, 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.
2. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 2.

Michael Foland

U.S. Securities and Exchange Commission

May 21, 2019

Page 2

Amendment No.1 to Form S-4 filed April 1, 2019

Unaudited Pro Forma Condensed Combined Financial Information,
page 151

 1. We note your response to prior comment 1. Please tell us how you considered the Redemption Rights in your analysis for the
determination of accounting acquirer. In this regard, ASC 805-10-55-12(a) states that, in determining which group of owners retains
or receives the largest portion of the voting rights, an entity should consider the existence of any unusual or special voting
arrangements and options, warrants, or convertible securities.

The Company respectfully advises
the Staff that the Registration Statement has been updated to reflect the amended terms of the Business Combination Proposal, including
the Second Amendment to the Merger Agreement, the Warrant Amendment Proposal and the contemplated PIPE Financing. As described
on page 164 of Amendment No. 2, under the amended terms of the Business Combination, we believe that if more than approximately
650,000 Class A ordinary shares are redeemed, Repay would be deemed the accounting acquirer. Accordingly, in the Unaudited Pro
Forma Condensed Combined Financial Information beginning on page 163 of Amendment No. 2, we have determined that in accordance
with ASC 805, the accounting treatment under the Maximum Redemptions scenario should reflect Repay as the accounting acquirer,
while the accounting treatment under the No Redemptions scenario should reflect Thunder Bridge as the accounting acquirer.

 2. We note your revised disclosure in response to prior comment 2, which includes pro forma information assuming the maximum
number of public shares that can be redeemed while continuing to satisfy the closing conditions of the merger. However, it appears
that more than 4,689 shares are eligible for redemption prior to the merger. If that were to occur, it seems that the equity and
cash consideration could be significantly impacted, which could also change how you account for this transaction. Please explain
further why you believe that inclusion of pro forma financial information, should you be required to account for this transaction
as a reverse merger, is not required. Refer to Rule 11-02(b)(8). At a minimum, your disclosures throughout should address the potential
impact on the merger should a significant number of public shareholders choose to exercise their redemption rights.

The Company respectfully advises
the Staff that as described in our response to comment 1 above, the Registration Statement has been updated to reflect the amended
terms of the Business Combination Proposal, under which we believe that if more than approximately 650,000 Class A ordinary shares
are redeemed, Repay would be deemed the accounting acquirer and the Business Combination would be treated as a reverse merger.
In accordance with Rule 11-02(b)(8), in the revised Unaudited Pro Forma Condensed Combined Financial Information beginning on page
163 of Amendment No. 2, the Business Combination is accounted for using the acquisition method of accounting in the No Redemptions
scenario whereas the Business Combination is accounted for as a reverse merger in the Maximum Redemptions scenario.

Michael Foland

U.S. Securities and Exchange Commission

May 21, 2019

Page 3

Notes to Unaudited Pro Forma Condensed Combined Financial
Information

Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 158

 3. Please revise note (e) to explain further how the issuance of 27,950,000 Post-Merger Repay Units impacted the $71 million
pro forma tax liability adjustment and disclose any assumptions used to determine such liability. Elsewhere throughout the filing
you refer to "certain other tax attributes of Repay and tax benefits related to entering into the Tax Receivable Agreement,
including tax benefits attributable to payments under the Tax Receivable Agreement." Please explain further to us what these
other attributes and tax benefits represent. Tell us whether they impacted your pro forma tax adjustments and revise your disclosures
as necessary.

The Company respectfully advises
the Staff that the Company has revised note (h) under “Pro Forma Adjustments — Assuming No Redemptions” and note
(f) under “Pro Forma Adjustments — Assuming Maximum Redemptions” on pages 175 and 179, respectively, of Amendment
No. 2 to clarify how the issuance of Post-Merger Repay Units will impact the estimated pro forma tax liability adjustment under
the amended terms of the Business Combination. Further, the Company respectfully advises the Staff that the estimated pro forma
tax liability represents the fair value of future tax benefit expected to be paid to the Repay selling equityholders based on the
amount of Repay limited liability company interests such selling equityholders dispose of in the Business Combination. The Post-Merger
Repay Units to be issued in the Business Combination represent equity interests retained by the Repay selling equityholders in
the combined post-merger Company (the “Combined Company”). The number of Post-Merger Repay Units issuable in
the Business Combination has an inverse relationship with the pro forma tax liability such that if the Repay selling equityholders
retain more equity interests in the Combined Company, they are entitled to less future tax benefit, thus reducing the pro forma
tax liability.

In addition, in response to
the Staff’s comment with regard to “certain other tax attributes and tax benefits,” the Company informs the Staff
that such attributes and benefits relate to (i) certain increases in tax basis resulting from the Business Combination; (ii) certain
tax attributes related to historical basis adjustment of assets of Repay and its subsidiaries existing prior to the Business Combination;
(iii) certain increases in tax basis resulting from exchanges of the Post-Merger Repay Units for Class A common stock of the Company
pursuant to the Exchange Agreement; (iv) imputed interest deemed to be paid by the Company as a result of payments it makes under
the Tax Receivable Agreement; and (v) certain increases in tax basis resulting from payments the Company makes under the Tax Receivable
Agreement. The Company has revised note (h) under “Pro Forma Adjustments — Assuming No Redemptions” and note
(f) under “Pro Forma Adjustments — Assuming Maximum Redemptions” on pages 175 and 179, respectively, of Amendment
No. 2 to further describe such attributes and benefits.

 4. We note from your response to prior comment 3 that you did not assume any exchange of Post-Merger Repay Units, as such
assumption would not meet the factually supportable criteria of Rule 11-02(b)(6) of Regulation S-X. Please include a quantified
discussion in note (e) of the potential impact, or range of potential impact, to your tax assets and liabilities assuming the Post-Merger
Repay Units are ultimately exchanged.

In response to the Staff’s
comment, the Company has revised note (h) under “Pro Forma Adjustments — Assuming No Redemptions” and note (f)
under “Pro Forma Adjustments — Assuming Maximum Redemptions” on pages 175 and 179, respectively, of Amendment
No. 2 to include a quantified discussion of the potential impact to our tax assets and liabilities if all the Post-Merger Repay
Units are ultimately exchanged.

Michael Foland

U.S. Securities and Exchange Commission

May 21, 2019

Page 4

Adjustments to Unaudited Pro Forma Condensed Combined Statements
of Operations, page 160

 5. Please revise the number of Class A ordinary shares subject to redemption in your calculation of Combined Pro Forma Weighted
Average Shares for the year-ended December 31, 2018 in note (gg) to 24,361,111 (as indicated on page F-3) such that the pro forma
weighted average shares will equal the 27,950,000 as disclosed.

In response to the Staff’s
comment, the Company has revised note (gg) under “Pro Forma Adjustments — Assuming No Redemptions” and note (ee)
under “Pro Forma Adjustments — Assuming Maximum Redemptions” on pages 177 and 181, respectively, of Amendment
No. 2 to reflect (i) in the No Redemptions scenario, 40,450,000 pro forma weighted shares for the three months ended March 31,
2019 and the year ended December 31, 2018, respectively, and (ii) in the Maximum Redemptions scenario, 28,237,088 pro forma weighted
shares (basic) and 38,788,477 pro forma weighted shares (diluted) for the three months ended March 31, 2019 and 28,384,335 pro
forma weighted shares (basic) and 38,935,724 pro forma weighted shares (diluted) for the year ended December 31, 2018.

Management's Discussion and Analysis of Financial Condition
and Results of Operations of Repay

Key Operating Metrics and Non-GAAP Financial Measures, page
215

 6. We have evaluated your response to prior comment 8. Considering you present revenue on a gross basis in accordance with
GAAP, presenting it otherwise may violate Rule 100(b) of Regulation G by substituting individually tailored recognition and measurement
methods for those of GAAP. Please remove this measure from your non-GAAP disclosures. Refer to Question 100.04 of the Non-GAAP
Compliance and Disclosure Interpretations.

In response to the Staff’s
comment, we have removed the discussion of net revenue on a non-GAAP basis from Amendment No. 2. As discussed with the Staff in
a telephone conference on May 16, 2019, we have revised the presentation of Repay’s revenue in its financial statements for
all historical periods presented in Amendment No. 2 as follows:

    Successor
    Predecessor

Three months ended
 March 31,

    Year Ended
 December 31,
    From Inception to
 December 31,
    From
 January 1,
 2016
 to
 August 31,

    2019
    2018
    2018
    2017
    2016
    2016

     (in thousands)

    Revenue

    Processing and service fees
    $ 24,321
    $ 20,864
    $ 82,186
    $ 57,063
    $ 16,810
    $ 34,532

    Interchange and network fees
      14,927
      11,933
      47,827
      36,888
      11,937
      19,016

    Total revenue
    $ 39,249
    $ 32,797
    $ 130,013
    $ 93,951
    $ 28,747
    $ 53,548

Michael Foland

U.S. Securities and Exchange Commission

May 21, 2019

Page 5

 7. Please revise to include a discussion of your GAAP results of operations with equal or greater prominence to your non-GAAP
results. In this regard, we note your comprehensive discussion of non-GAAP results in the Overview section of MD&A. Refer to
Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations.

In response to the Staff’s
comment, we have removed our discussion of non-GAAP financial measures from the Overview section of the MD&A. As described
in our response to comment 6 above, we no longer present net revenue as a non-GAAP financial measure and in addition, our discussion
of Adjusted EBITDA is now presented beginning on page 244 of Amendment No. 2 after the Results of Operations section of the MD&A.

*       *       *

We thank the Staff
in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel,
Tamar Donikyan, Esq., or Joshua Englard, Esq. of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

    Very truly yours,

    THUNDER BRIDGE ACQUISITION, LTD.

    By:
     /s/ Gary A. Simanson

    Name:
    Gary A. Simanson

    Title:
    Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

Simpson Thacher & Bartlett LLP