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THUNDER BRIDGE ACQUISITION, LTD.

9912 Georgetown Pike

Suite D203

Great Falls, VA 22066

June 14, 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. 2 to Registration Statement on Form S-4

    Filed May 21, 2019

    File No. 333-229616

Dear Mr. Foland:

Thunder Bridge Acquisition, Ltd. (the “Company,”
“Thunder Bridge,” “we,” “our” or “us”) hereby transmits
Amendment No. 3 (“Amendment No. 3”) 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 June 7, 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.
3. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 3.

Amendment No. 2 to Form S-4 filed May 21, 2019

Background of the Business Combination, page 126

1. Please provide us with an analysis regarding why
the concurrent PIPE offering should not be integrated into your current public offering. In this regard, advise us of your relationship
with the PIPE investors. Refer to Securities Act Release No. 8828 and Securities Act Sections CDI 139.25.

In accordance with the interpretive guidance provided
by the Commission in Securities Act Release No. 33-8828 (the “Release”) and Question 139.25 of the Commission’s
Compliance and Disclosure Interpretations—Securities Act Sections (the “C&DI”), the Company believes
that the private placement of the Company’s shares referred to in the Registration Statement (the “PIPE Offering”)
should not be integrated into the Company’s public offering based on the analysis below.

    Michael Foland

U.S. Securities and Exchange Commission

June 14, 2019

Page 2

The Release states that, while the filing of a registration
statement is generally viewed as a general solicitation of investors, such a filing “does not, per se, eliminate a company’s
ability to conduct a concurrent private offering whether it is commenced before or after the filing of the registration statement.”
Rather, whether the filing of a registration statement constitutes a general solicitation should be evaluated based on “whether
the investors in the private placement were solicited by the registration statement or through some other means that would otherwise
not foreclose the availability of the Section 4(2) exemption.” The Release further states: “… if the prospective
private placement investor became interested in the concurrent private placement through some means other than the registration
statement that did not involve a general solicitation and otherwise was consistent with Section 4(2), such as through a substantive,
pre-existing relationship with the company or direct contact by the company or its agents outside of the public offering effort,
then the prior filing of the registration statement generally would not impact the potential availability of the Section 4(2) exemption
for that private placement and the private placement could be conducted while the registration statement for the public offering
was on file with the Commission.”

The shares offered in the PIPE Offering (the “PIPE
Shares”) were offered principally to investors that had a substantive, pre-existing relationship with the placement agents
(such investors, the “New PIPE Investors”), and in addition, a number of investors that had a substantive, pre-existing
relationship with the Company and its sponsor (such investors, the “Thunder Bridge Related PIPE Investors”),
and Hawk Parent Holdings LLC (“Repay”) (such investor, the “Repay Related PIPE Investor”),
respectively. No other investors were offered the PIPE Shares. We refer to the New PIPE Investors, the Thunder Bridge Related PIPE
Investors and the Repay Related PIPE Investor collectively as “PIPE Investors.” Each of the PIPE Investors is
a qualified institutional buyer (as defined in Rule 144A of the Securities Act of 1933, as amended) or an accredited investor (as
defined in Rule 501(a) under the Securities Act, of 1933, as amended). No offers for the PIPE Shares were made by means of a general
solicitation, whether in the form of the Registration Statement or otherwise. Rather, each of the PIPE Investors was directly contacted
by the placement agents, the Company or Repay outside of any public offering effort for the public offering and the Business Combination.
It is through the substantive, pre-existing relationships that the PIPE Investors had with the placement agents, the Company and
Repay, respectively, and not through the Registration Statement, that each PIPE Investor became interested in purchasing the PIPE
Shares. Moreover, each PIPE Investor affirmed that the PIPE Shares were not offered by any form of general solicitation or general
advertising and were not offered in a manner involving a public offering. Each PIPE Investor also acknowledged that the PIPE Shares
will be subject to certain transfer restrictions.

    Michael Foland

U.S. Securities and Exchange Commission

June 14, 2019

Page 3

Based on the foregoing and consistent with the Release
and the C&DI, the Company believes that the PIPE Offering qualifies as an exempt transaction under Section 4(a)(2) of the Securities
Act of 1933, as amended, on its own and therefore should not be integrated with the Company’s public offering.

Unaudited Pro Forma Condensed Combined Financial Information,
page 163

2. We note from your response to prior comments 1 and 2 that you revised the pro forma financial statements under the Maximum
Redemptions Scenario to account for the merger as a reverse acquisition with Repay as the accounting acquirer. Please explain further
how you factored the issuance and sale of $135 million of Thunder Bridge's Class A ordinary shares to the PIPE Investors in your
determination of the accounting acquirer and provide your analysis of the accounting for this transaction under the Maximum Redemptions
scenario.

The Company respectfully advises the Staff that our
analysis of the accounting acquirer under the Maximum Redemptions scenario reflects the issuance and sale of 13.5 million shares
of Thunder Bridge’s Class A ordinary shares in connection with the PIPE Financing.

In accordance with the guidance in ASC 805-10-55-12
(a), the Company analyzed which group of shareholders of the combined post-merger Company (the “Combined Company”)
retains or receives the largest portion of voting interest.

First, the Company concluded that the New PIPE Investors
should not be considered as part of either the group representing the existing Thunder Bridge shareholders or the group representing
the Repay Equity Holders based on the following key factors:

(1) the New PIPE Investors had no pre-existing relationship
with either Thunder Bridge or Repay and instead were introduced to the PIPE Financing process through the placement agents; and

(2) the consummation of the PIPE Financing is conditioned
upon, and would not occur in absence of, the completion of the Business Combination occurring concurrently with or immediately
following the consummation of the PIPE Financing.

Second, the Company concluded that the Thunder Bridge
Related PIPE Investors should be considered, solely for purposes of the accounting acquirer analysis, as part of the group representing
the existing Thunder Bridge shareholders because of their pre-existing relationship with Thunder Bridge and its sponsor.

Third, the Company concluded that the Repay Related
PIPE Investor, solely for purposes of the accounting acquirer analysis, should be considered as part of the group representing
the Repay Equity Holders because of his pre-existing relationship with Repay as an affiliate of one of the financial advisors to
Repay.

    Michael Foland

U.S. Securities and Exchange Commission

June 14, 2019

Page 4

Based on the analysis above, under the Maximum Redemptions
scenario, the Sponsor, the public shareholders of Thunder Bridge and the Thunder Bridge Related PIPE Investors would collectively
hold a 38.5% voting interest in the Combined Company, while the New PIPE Investors would collectively hold a 18.7% voting interest
and the Repay Equity Holders and the Repay Related PIPE Investor would collectively hold a 42.8% voting interest. As a result,
the group representing the Repay Equity Holders would have the largest noncontrolling voting interest in the Combined Company and,
when considered together with the fact that the current management team of Repay will become the management team of the Combined
Company, the Company believes that Repay should be treated as the accounting acquirer under the Maximum Redemptions scenario.

The table below sets forth the share ownership and
voting percentage of the holders of Class A common stock and Class V common stock of the Combined Company, voting together as a
single class, in the Maximum Redemptions scenario:

    Maximum Redemption Scenario

    Stockholders of the Combined Company
    Number of
 Voting
 Shares(1)
    Combined
 Voting
 Percentage (2)

    Holders representing existing Thunder Bridge shareholders

    Sponsor(3)
      4,115,000
      7.6 %

    Public shareholders of Thunder Bridge(4)
      13,587,088
      25.3 %

    Thunder Bridge Related PIPE Investors
      3,000,000
      5.6 %

    Subtotal
      20,702,088
      38.5 %

    Holders representing Repay Equity Holders:

    Repay Equity Holders(5)
      22,532,456
      41.9 %

    Repay Related PIPE Investor
      500,000
      0.9 %

    Subtotal
      23,032,456
      42.8 %

    New PIPE Investors
      10,000,000
      18.7 %

    Total
      53,734,544
      100.0 %

(1) Upon completion of the Business Combination, holders of
Class A common stock in the Combined Company will be entitled to one vote for each share of Class A common stock. Each Repay Equity
Holder will hold Post-Merger Repay Units and one share of Class V common stock in the Combined Company and will be entitled to
a number of votes that is equal to the product of (i) the total number of Post-Merger Repay Units held by such holder, multiplied
by (ii) the exchange ratio between the Post-Merger Repay Units and Class A common stock, which will initially be one-for-one. This
column represents the number of votes held by the named stockholder either through ownership of Class A common stock or Class V
common stock (together with Post-Merger Repay Units).

(2) Represents the percentage of voting interest of the holders
of Class A common stock and Class V common stock of the Combined Company, voting together as a single class.

    Michael Foland

U.S. Securities and Exchange Commission

June 14, 2019

Page 5

(3) Represents the Founder Shares held by the Sponsor converted
into Class A common stock, of which 2,965,000 shares of Class A common stock (the “Escrow Shares”) will be held
in escrow and subject to potential forfeiture to the extent certain market price thresholds of the Combined Company’s common
stock are not achieved. While the Escrow Shares are held in escrow, the Sponsor will have full ownership rights to the Escrow Shares,
including voting rights, but any earnings or proceeds from the Escrow Shares will be retained in an escrow account with the Escrow
Shares and the Escrow Shares will be subject to certain transfer restrictions.

(4) Represents the conversion of Class A ordinary shares into
Class A common stock after the redemption of 12,212,912 Class A ordinary shares, which represents the Maximum Redemptions amount.

(5) See footnote 1.

Pro Forma Condensed Combined Balance Sheet (Assuming Maximum
Redemptions), page 168

 3. Notwithstanding your response to the previous comment, please tell us how you considered the guidance in ASC 805-40-45-2
in determining the pro forma adjustments related to equity and retained earnings under the Maximum Redemptions scenario and specifically
address why you did not include an adjustment to eliminate the historical retained earnings of Thunder Bridge.

In response to the Staff’s comment, the Company
has revised the pro forma adjustments under the Maximum Redemptions scenario to reflect the guidance in ASC 805-40-45-2 by including
an adjustment to eliminate the historical retained earnings of Thunder Bridge, as shown on the balance sheet on page 178 and in
note (m) under “Pro Forma Adjustments — Assuming Maximum Redemptions” on page 192 of Amendment No. 3.

Notes to Unaudited Pro Forma Condensed Combined Financial
Information, page 171

 4. We note that pursuant to the terms of the Warrant Amendment, each Public Warrant Holder will receive a cash payment of
$1.50 for each Public Warrant they own. Please tell us how you intend to account for this cash payment and provide the specific
accounting guidance considered. To the extent this transaction will impact your statement of operations, please include a discussion
of such impact in the notes to the unaudited pro forma condensed combined financial information.

The Company respectfully advises the Staff that the
cash payment of $1.50 for each Public Warrant is in exchange for the reduction in the number of shares for which each Public Warrant
is exercisable, from one full share under the original terms of the Public Warrant to one-quarter of one share under the terms
of the Warrant Amendment. The Company further notes that as disclosed in Thunder Bridge’s historical audited financial statements,
the Public Warrants were accounted for as equity instruments issued by the Company. As a result, the Company intends to account
for the cash payment as a return of equity to shareholders.

The Company has revised its pro forma adjustments
under the Maximum Redemptions scenario to reflect the cash payment for the Public Warrants as a return of equity, as shown on the
balance sheet on page 178 and in note (p) under “Pro Forma Adjustments — Assuming Maximum Redemptions” on page
192 of Amendment No. 3, which is consistent with the treatment of the cash payment for the Public Warrants under the No Redemptions
scenario.

    Michael Foland

U.S. Securities and Exchange Commission

June 14, 2019

Page 6

 5. You state in notes (h) and (f) on page 175 and 179, respectively, that the estimated pro forma adjustment related to
the Tax Receivable Agreement includes, among other items, 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. However, in your response to comment 3
in your letter dated April 1, 2019, you indicated that you did not assume any exchange of Post-Merger Repay Units for Class A common
stock in determining your pro forma adjustment. Please revise to clearly indicate as such. Also, clarify that the $123.5 million
and $120.8 million potential tax liability as disclosed in notes (h) and (f), respectively, are in addition to the amounts already
reflected in your pro forma adjustments.

The Company respectfully advises the Staff that the
five factors discussed in note (h) under “Pro Forma Adjustments — Assuming No Redemptions” and note (f) under
“Pro Forma Adjustments — Assuming Maximum Redemptions” are intended to explain the sources of tax savings which
will contribute to the total payouts under the Tax Receivable Agreement. The initial estimated pro forma adjustment does not assume
any exchange of Post-Merger Repay Units for Class A common stock. As these exchanges wi