SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 Repay Holdings Corporation
 3060 Peachtree Road NW Suite 1100
 Atlanta, Georgia 30305 March 25, 2025
 VIA EDGAR United States Securities and
Exchange Commission Division of Corporation Finance 100 F
Street, NE Washington, D.C. 20549 Attn: Eddie Kim

 Re:
 Repay Holdings Corporation (the “ Company ”)
 Registration Statement on Form S-3 (the “ Registration Statement ”)
 File No. 333-285509
 Ladies and Gentlemen: On behalf of Repay
Holdings Corporation (the “ Company ”), the undersigned hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective time of the Registration Statement of the Company be accelerated to 5:00
p.m., Eastern Time, on Friday, March 28, 2025, or as soon as practicable thereafter. The Company respectfully requests that you notify Tyler Dempsey by a telephone call to (470) 867-6728 of such
effectiveness. Please contact Heather Ducat of Troutman Pepper Locke LLP at (404) 885-3613 if you
have any questions concerning this matter. Thank you for your continued attention to this matter.

 Very truly yours,

 REPAY HOLDINGS CORPORATION

 By:

 /s/ Timothy J. Murphy

 Name:

 Timothy J. Murphy

 Title:

 Chief Financial Officer

 cc:
 Heather Ducat, Troutman Pepper Locke LLP
 David Ghegan, Troutman Pepper Locke LLP

March 7, 2025
Timothy Murphy
Chief Financial Officer
Repay Holdings Corp
3060 Peachtree Road NW
Suite 1100
Atlanta, GA 30305
Re:Repay Holdings Corp
Registration Statement on Form S-3
Filed March 3, 2025
File No. 333-285509
Dear Timothy Murphy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eddie Kim at 202-679-6943 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:David Ghegan

United States securities and exchange commission logo
October 13, 2023
John Morris
Chief Executive Officer
Repay Holdings Corporation
3 West Paces Ferry Road, Suite 200
Atlanta, GA 30305
Re:Repay Holdings Corporation
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 1, 2023
File No. 001-38531
Dear John Morris:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 Troutman Pepper Hamilton Sanders LLP

 600
Peachtree Street NE, Suite 3000

 Atlanta, GA 30308-2216

troutman.com

October 11, 2023

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Trade & Services

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn: Keira Nakada and Linda
Cvrkel

Re:
 Repay Holdings Corporation

Form 10-K for the Fiscal Year Ended December 31, 2022

Filed March 1, 2023

File No. 001-38531

Ladies and Gentlemen:

 On behalf of Repay
Holdings Corporation (the “Company” or “Repay”), we are submitting our response to the comment received from the staff (the “Staff”) of the Securities and Exchange
Commission’s (the “Commission”) Division of Corporation Finance (the “Division”) by letter dated October 2, 2023, with respect to the Form 10-K for the
fiscal year ended December 31, 2022, filed with the Commission on March 1, 2023 (the “Form 10-K”), File
No. 001-38531.

 For your convenience, our responses are prefaced by the exact text of the
Staff’s comments in bold, italicized text.

 Form 10-K for the Fiscal Year Ended December 31, 2022

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 45

 1. We note that you adjust for “Other non-recurring charges” in calculating your adjusted EBITDA and adjusted net income, which include “one-time settlement payments to certain clients and partners”
and “non-recurring performance incentives to employees.” Please tell us the nature and the amounts of these adjustments and explain in further detail why you believe it is appropriate to eliminate
these amounts in determining adjusted EBITDA and adjusted net income.

 U.S. Securities and Exchange Commission

October 11, 2023

  Page
 2

 The Company acknowledges the Staff’s comment and believes that these adjustments are
appropriate non-GAAP adjustments, taking into account Staff guidance. The adjustments referenced in the Staff comment are non-recurring and are not normal operating
expenses that are necessary to operate the Company’s business. The Company believes adjusting for these items as part of its presentation of Adjusted EBITDA and Adjusted Net Income is not misleading and provides a more complete understanding of
ongoing operations, enhances comparability of current results to prior periods, is useful for investors to analyze the Company’s financial performance and eliminates the impact of certain items that may obscure trends in the underlying
performance of its business.

 The Company advises that the “one-time settlement payments to
certain clients and partners” include a $3,441,000 payment related to a settlement of a breach of contract claim with a software integration partner and a $2,160,000 payment made to a merchant as settlement for a system outage dispute. These
payments represent settlements of legal and contractual disputes that are non-recurring and not in the Company’s normal course of business. The Company does not regularly make payments to merchants or
partners as part of its ordinary course of business to settle claims or to compensate for service issues. The breach of contract claim involved a partnership agreement dispute at one of the Company’s acquired entities that did not settle until
after the acquisition was complete. The merchant settlement payment was also a one-time payment made under unique circumstances. The Company has not made any other similar settlement payments related to legal
claims or contractual disputes in the past two years and does not expect to make any similar payments in the next two years.

 Further, the
Company advises that “non-recurring performance incentives to employees” primarily refers to a $1,067,000 performance bonus made in connection with the Media Payments LLC (“MPI”)
acquisition that was provided for in the terms of the purchase agreement. These costs are non-recurring and are not representative of the ongoing costs necessary to operate the Company’s business;
instead, these are costs specifically associated with the MPI acquisition. For clarification, the Company will refer to these costs as “non-recurring acquisition bonus payments” in future filings.

 2. Please tell us how you determined that removing the effects of non-cash rent expense in
arriving at adjusted EBITDA and adjusted net income does not substitute individually tailored recognition and measurement methods for GAAP and tell us the amount of such item included in the adjustment for “other
non-recurring charges” during each period presented. Alternatively, confirm that you will no longer include this adjustment. Refer to Question 100.04 of the
Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

 The Company
acknowledges the Staff’s comment and will revise, the calculation of Adjusted EBITDA and Adjusted Net Income to exclude this adjustment for non-cash rent expense in future filings.

 U.S. Securities and Exchange Commission

October 11, 2023

  Page
 3

 The Staff is requested to direct any further questions regarding these filings and this
letter to the undersigned at (404) 885-3139. Thank you.

Respectfully Submitted,

/s/ David W. Ghegan

David W. Ghegan

cc:
 Tyler B. Dempsey, General Counsel

Repay Holdings Corporation

Timothy Murphy, Chief Financial Officer

Repay Holdings Corporation

United States securities and exchange commission logo
October 2, 2023
John Morris
Chief Executive Officer
Repay Holdings Corporation
3 West Paces Ferry Road, Suite 200
Atlanta, GA 30305
Re:Repay Holdings Corporation
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 1, 2023
File No. 001-38531
Dear John Morris:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 45
1.We note that you adjust for “Other non-recurring charges” in calculating your adjusted
EBITDA and adjusted net income, which include “one-time settlement payments to
certain clients and partners” and “non-recurring performance incentives to employees.”
Please tell us the nature and the amounts of these adjustments and explain in further detail
why you believe it is appropriate to eliminate these amounts in determining adjusted
EBITDA and adjusted net income.
2.Please tell us how you determined that removing the effects of non-cash rent expense in
arriving at adjusted EBITDA and adjusted net income does not substitute individually-
tailored recognition and measurement methods for GAAP and tell us the amount of such
item included in the adjustment for "other non-recurring charges" during each period
presented.  Alternatively, confirm that you will no longer include this adjustment. Refer to

 FirstName LastNameJohn Morris
 Comapany NameRepay Holdings Corporation
 October 2, 2023 Page 2
 FirstName LastName
John Morris
Repay Holdings Corporation
October 2, 2023
Page 2
Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Keira Nakada at 202-551-3659 or Linda Cvrkel at 202-551-3813 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 Repay Holdings Corporation

3 West Paces Ferry Road

 Suite 200

 Atlanta, Georgia 30305

 December 10,
2021

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, NE

 Washington, D.C. 20549

 Attn: Jennie Beysolow

 Re:    Repay Holdings Corporation (the “Company”)

Registration Statement on Form S-3 (the “Registration Statement”)

File No. 333-261486

Ladies and Gentlemen:

 On behalf of Repay
Holdings Corporation (the “Company”), the undersigned hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective time of the Registration Statement of the Company be accelerated to 5:00
p.m., Eastern Time, on Tuesday, December 14, 2021, or as soon as practicable thereafter. The Company respectfully requests that you notify Tyler Dempsey by a telephone call to (470) 867-6728 of such
effectiveness.

 Please contact Heather Ducat of Troutman Pepper Hamilton Sanders LLP at (404)
885-3613 if you have any questions concerning this matter. Thank you for your continued attention to this matter.

Very truly yours,

 REPAY HOLDINGS CORPORATION

By:

 /s/ Timothy J. Murphy

Name:

Timothy J. Murphy

Title:

Chief Financial Officer

cc:
 Heather Ducat, Troutman Pepper Hamilton Sanders LLP

 David Ghegan, Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
December 9, 2021
Tim Murphy
Chief Financial Officer
Repay Holdings Corp
3 West Paces Ferry Road
Suite 200
Atlanta, GA 30305
Re:Repay Holdings Corp
Registration Statement on Form S-3
Filed December 3, 2021
File No. 333-261486
Dear Mr. Murphy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jennie Beysolow at 202-551-8108 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Heather M. Ducat

United States securities and exchange commission logo
December 6, 2021
Timothy Murphy
Chief Financial Officer
Repay Holdings Corporation
3 West Paces Ferry Road, Suite 200
Atlanta, GA 30305
Re:Repay Holdings Corporation
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 1, 2021
File No. 001-38531
Dear Mr. Murphy:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 Troutman Pepper Hamilton Sanders LLP

600 Peachtree Street NE, Suite 3000

 Atlanta, GA 30308-2216

 troutman.com

 December 2, 2021

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade &
Services

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Suying Li and Linda Cvrkel

Re:

Repay Holdings Corporation
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 1, 2021
Amendment No. 2 to Form
10-K for the Fiscal Year Ended December 31, 2020
Filed May 10, 2021
Response dated November 30, 2021
File No. 001-38531

 Ladies and Gentlemen:

On behalf of Repay Holdings Corporation (the “Company” or “Repay”), we are submitting our
response to the comment received from the staff (the “Staff”) of the Securities and Exchange Commission’s (the “Commission”) Division of Corporation Finance (the
“Division”) by letter dated November 30, 2021, with respect to the Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on March 1, 2021 (the
“Form 10-K”) and the Amendment No. 2 to Form 10-K for the fiscal year ended December 31, 2020, filed with the
Commission on May 10, 2021 (the “Amendment No. 2”), File No. 001-38531.

For your convenience, our responses are prefaced by the exact text of the Staff’s comments in bold, italicized text.

Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2020

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP
Financial Measures, page 31

 U.S. Securities and Exchange Commission

December 2, 2021

 Page 2

 1. We considered your response to comment 1. However, we do not believe it is
appropriate to view your commission restructuring charges by analogy to restructuring expenses since you expect the related merchant contracts and revenue, which generated the commissions, to continue. We continue to believe the one-time upfront cash payments to buy out future monthly commission operating expenses to be paid over the course of a merchant contract to represent normal, recurring, cash operating expenses necessary to operate
your business. Please revise your filings to remove this adjustment from the computation of your non-GAAP measures.

The Company acknowledges the Staff’s comment and will revise its applicable future filings to remove this adjustment from the computation
of non-GAAP measures.

 The Staff is requested to direct any further questions regarding these
filings and this letter to the undersigned at (404) 885-3139. Thank you.

Respectfully Submitted,

 /s/ David W. Ghegan

David W. Ghegan

cc:
 Tyler B. Dempsey, General Counsel

Repay Holdings Corporation

Timothy Murphy, Chief Financial Officer

Repay Holdings Corporation

 Scott
Taub

 Financial Reporting Advisors, LLC

United States securities and exchange commission logo
November 30, 2021
Timothy Murphy
Chief Financial Officer
Repay Holdings Corporation
3 West Paces Ferry Road, Suite 200
Atlanta, GA 30305
Re:Repay Holdings Corporation
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 1, 2021
Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2020
Filed May 10, 2021
Response dated November 12, 2021
File No. 001-38531
Dear Mr. Murphy:
            We have reviewed your November 12, 2021 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
October 21, 2021 letter.
Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2020
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 31
1.We considered your response to comment 1.  However, we do not believe it is appropriate
to view your commission restructuring charges by analogy to restructuring expenses since
you expect the related merchant contracts and revenue, which generated the
commissions, to continue.  We continue to believe the one-time upfront cash payments to
buy out future monthly commission operating expenses to be paid over the course of a
merchant contract to represent normal, recurring, cash operating expenses necessary to

 FirstName LastNameTimothy Murphy
 Comapany NameRepay Holdings Corporation
 November 30, 2021 Page 2
 FirstName LastName
Timothy Murphy
Repay Holdings Corporation
November 30, 2021
Page 2
operate your business.  Please revise your filings to remove this adjustment from the
computation of your non-GAAP measures.
            You may contact Suying Li at (202) 551-3335 or Linda Cvrkel at (202) 551-3813 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

Troutman Pepper Hamilton Sanders LLP

600 Peachtree Street NE, Suite 3000

Atlanta, GA 30308-2216

 troutman.com

November 12, 2021

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Trade & Services

 100
F Street, N.E.

 Washington, D.C. 20549

 Attn: Suying Li and
Linda Cvrkel

Re:

 Repay Holdings Corporation

 Form 10-K for the Fiscal Year Ended December 31, 2020

 Filed March 1, 2021

Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2020

Filed May 10, 2021

 Response dated October 4,
2021

 File No. 001-38531

 Ladies and Gentlemen:

On behalf of Repay Holdings Corporation (the “Company” or “Repay”), we are submitting our
response to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission’s (the “Commission”) Division of Corporation Finance (the
“Division”) by letter dated October 21, 2021, with respect to the Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on March 1, 2021 (the
“Form 10-K”) and the Amendment No. 2 to Form 10-K for the fiscal year ended December 31, 2020, filed with the
Commission on May 10, 2021 (the “Amendment No. 2”), File No. 001-38531.

For your convenience, our responses are prefaced by the exact text of the Staff’s comments in bold, italicized text.

Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2020

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP
Financial Measures, page 31

 1. We note your response to comment 1. We continue to believe the
one-time upfront cash payments to buy out future monthly commission operating expenses to be paid over the course of a merchant contract represent normal, recurring, cash operating expenses necessary to
operate your business. Please revise your filing to remove this non-GAAP adjustment. We refer you to Question 100.01 of the Division’s Non-GAAP Financial Measures
Compliance and Disclosure Interpretations.

 U.S. Securities and Exchange Commission

November 12, 2021

  Page
 2

 The Company continues to believe that the adjustment for commission restructuring charges is
an appropriate Non-GAAP adjustment, taking into account the guidance in Regulation S-K Item 10(e) and Question 100.01 of the
Non-GAAP Compliance and Disclosure Interpretations. Question 100.01 notes that “…presenting a performance measure that excludes normal, recurring, cash operating expenses necessary to operate a
registrant’s business could be misleading.” These buyout payments are not normal operating expenses, nor are they necessary to operate the Company’s business. Further, the Company believes that making the adjustment for commission
restructuring charges is not misleading, and that the inclusion of the adjustment to calculate the Adjusted EBITDA is necessary to provide a meaningful presentation of its core financial performance.

While the Company acknowledges that sales commissions (or other compensation of sales representatives) are normal operating expenses that are
necessary to operate the business, the Company does not believe that buyouts of those commissions are similar in nature to the payment of commissions in the ordinary course.

The Company’s current standard commission arrangements compensate its sales representatives based on a certain percentage of the gross
profits (net revenue minus other costs of services) generated by customer contracts for a limited term of approximately 24 to 26 months (subject to continued employment). However, certain sales representatives with a long or other unique history
with the Company are under different arrangements, which pay commissions over significantly longer periods (and, in some cases, in perpetuity), as long as the customer relationship continues, and the representative remains employed. These legacy
commission terms are no longer offered to the Company’s new sales representatives. The buyouts that the Company has conducted are predominantly related to these legacy commission arrangements – specifically, in excess of 95% of the
Company’s total commission buyout payments to employees from 2018 to 2020 were related to such legacy commission arrangements.

 If
the payment processing volume grows under a contract over time, the perpetual commission payments create a significant demand for the Company’s cashflows. In some cases, the commission payments are substantial enough that the Company considers
buying the sales representative out of the commission rights. The Company approaches each commission buyout as a capital allocation and investment decision, rather than a prepayment of or change in the timing of future commission expenses. The
information in Exhibit 1 attached hereto represents a portion of the Company’s financial analysis in a previously-reported buyout. As illustrated in Exhibit 1, the Company evaluates buyout opportunities as it would other potential capital
deployment opportunities such as stock repurchases, repayment of debt, and acquisitions of businesses, i.e., by discounting projected future cash outflows (based on various assumptions) using the Company’s weighted average cost of capital
(WACC), and comparing the resulting present value to the buyout amount in order to decide the rate of return and savings achieved.

 U.S. Securities and Exchange Commission

November 12, 2021

  Page
 3

 While a commission buyout does reduce the Company’s ongoing obligation to pay sales
commissions on the applicable customer contracts, commission restructuring activities themselves are non-routine for the Company. The Company has conducted commissions buyouts with only 4 employees1 over the past 31⁄2 years, with significant payments (involving individual amounts up to $3.5 million) in each
occurrence. Certain buyouts have received the review and approval of the Company’s Board of Directors (or an appropriate committee) depending on the size and nature of the transaction. Each buyout is considered individually by the Company and
occurred as a distinct event. As described above, these commission buyouts relate predominantly to legacy commission arrangements that are no longer offered by the Company to new sales representatives.

In light of the foregoing, the Company views the commission restructuring charges as analogous to restructuring expenses, which the Staff has
regularly permitted as non-GAAP adjustments. These buyouts are not part of the operating budget for the Company, and the Company’s management does not include or consider commission buyouts in its
strategic, financial or operational planning. These buyout offers are only made opportunistically and outside the normal course of business. The buyouts are undertaken as part of the Company’s capital allocation strategy, when the Company
determines that such an investment in the commission rights is in the best interests of the Company. The Company’s business operations do not rely on the commission restructuring activities, which are
non-routine and unpredictable in terms of timing and returns.

 In addition, the Company believes
that presenting a measure of earnings without charges for commission buyouts is informative, and not misleading. The fact that the Company views the resulting Adjusted EBITDA as a meaningful measure is demonstrated by the fact that Adjusted EBITDA
is used by the Company to evaluate its management performance and decide their incentive compensation, and is aligned with financial performance metrics used by the Company’s lenders to determine its cost of funding.

Adjusted EBITDA, as currently presented, is used by management in the review and measurement of the Company’s business. To align
investors’ view of the Company’s performance with management incentives, Adjusted EBITDA is also the primary financial performance measure/input used in the Company’s annual cash incentive program, which is an important part of the
Company’s executive compensation program. As shown in Exhibit 2a attached to this letter, the Company disclosed the usage of Adjusted EBITDA as a core performance measure used in key executive compensation in its compensation discussion and
analysis (CD&A) included in its 2020 10-K. This measure and its achievement for purposes of the annual cash incentive program is formulaic, and no discretion was exercised by the Company’s
Compensation Committee in approving the awards under the program. The Company’s Compensation Committee approved the 2021 annual incentive plan design, which defined Adjusted EBITDA as being inclusive of the adjustment for commission
restructuring charges. Attached as Exhibit 2b is the relevant portion of the plan design description that was reviewed and approved by the Company’s Compensation Committee.

1
 As a reference point, the Company employed approximately 50 commissioned sales representatives as of
December 31, 2020.

 U.S. Securities and Exchange Commission

November 12, 2021

  Page
 4

 The Company further notes that this adjustment for commission restructurings is consistent
with how the Company presents its core financial performance to its lenders. The Company’s lenders allow and accept the adjustment for commission restructuring charges when the Company presents its normalized “EBITDA” calculation
under its debt covenants. Such EBITDA calculation (as adjusted for permitted add-backs, including commission restructuring charges) effectively represents the denominator in the Company’s “Total Net
Leverage Ratio,” which is used by the Company’s lenders to determine interest rates for the Company’s borrowings. See the relevant pricing grid used by the Company’s lenders in Exhibit 3 attached to this letter. This further
demonstrates that the Company has consistently used the adjustment for commission restructuring charges to present its core performance results, which has been accepted by both public equity investors and lenders.

The Company has presented Adjusted EBITDA and its components, including the adjustment for commission restructuring charges, consistently
since it became a publicly traded company in 2019. As a core performance measure, Adjusted EBITDA and the related adjustments are well understood and accepted by the investor community. The Company has been fully transparent with its disclosure and
discussion of the commission restructuring charges. For example, the Company discussed the impact of the commission restructuring charges in its earnings call/webcast with the financial community related to its Q3 2020 results, an excerpt of which
is included on Exhibit 4 attached to this letter.

 Given the use and understanding of the Adjusted EBITDA measure, including the
adjustment for commission restructuring charges, by management, public equity investors and lenders, together with the Company’s previous disclosures around the measurement, the Company does not believe this measure, as presented, is
misleading. Consistent with this, as discussed in our previous response letter to the Staff, the Company has decided to revise and expand the description of the nature of the commission restructuring charges in future filings. The following footnote
to this adjustment was included in the Company’s Form 10-Q filed for the third quarter of 2021 and will be included in any applicable future filings: “Represents fully discretionary charges incurred
to restructure certain sales representatives’ commission arrangements, by making a one-time payment to the representative to buy out the right to receive future monthly commission payments associated with
a portfolio of customer contracts. The commission restructuring transactions are subject to negotiation and therefore do not follow a fixed structure, timetable, or standard terms. Neither the Company nor the representatives are obligated to offer
or accept such restructuring of commission arrangements.”

 2. We note your response to comment 2. Please revise your
reconciliation of adjusted net income to reflect the impact of income taxes as a separate adjustment for the Successor Period from July 11, 2019 through December 31, 2019 and to explain how the tax impact is calculated. We refer you to
Question 102.11 of the Division’s Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

The Company acknowledges the Staff’s comment and will revise in applicable future filings its reconciliation of adjusted net income to
reflect the income taxes as a separate adjustment for the Successor Period from July 11, 2019 through December 31, 2019 and to explain how the tax impact is calculated.

 U.S. Securities and Exchange Commission

November 12, 2021

  Page
 5

 3. We note your response to comment 3. Please revise your footnotes to disclose your
computation of the number of Class A common shares outstanding on an as-converted basis for all periods presented.

The Company acknowledges the Staff’s comment. This information was included in the relevant footnotes in the Company’s Form 10-Q filed for the third quarter of 2021 and will be included in applicable future filings.

 We thank
the Staff in advance for its consideration of the foregoing. The Staff is requested to direct any further questions regarding these filings and this letter to the undersigned at (404) 885-3139. Thank you.

Respectfully Submitted,

 /s/ David W. Ghegan

David W. Ghegan

cc:
 Tyler B. Dempsey, General Counsel

Repay Holdings Corporation

Timothy Murphy, Chief Financial Officer

Repay Holdings Corporation

Scott Taub

 Financial Reporting
Advisors, LLC

 Exhibit 1

REPAY Commission Buyouts - Sample DCF Analysis

Sep-20

Sep-21

Sep-22

Sep-23

Sep-24

 Annual Cash Inflows

$
499

$
574

$
660

$
759

$
873

 PV of Free Cash Flows

$
499

$
521

$
544

$
567

$
592

 Terminal Growth Rate

3.00
%

 WACC

##.##
%

 Terminal Year FCF

$
873

 Implied Terminal Value

$
12,539

 PV of Terminal Value

$
8,513

 Total PV of FCF

$
2,723

 Total Buyout Value per DCF

$
11,236

 Proposed Buyout Amount

$
2,694

 Variance

$
8,542

<<<positive if favorable buyout amount; negative if unfavorable per DCF valuation methodology

 Commissions Amount

$
499

 Multiple Paid

##x

 Proposed Buyout Amount

$
2,694

 Exhibit 2a

Annual Performance-Based Cash Incentives

For 2020, our NEOs were entitled under their employment agreements to participate in the AIP with the following targets, expressed as a
percentage of base salary: Mr. Morris, 50%; Mr. Alias, 50%; Mr. Murphy, 75%; Mr. Dempsey, 50%; and Mr. Jackson, 50%. Mr. Jackson’s AIP target was increased from 25% to 50% for 2020 to more closely align with peer market data and as determined
appropriate given Mr. Jackson’s significant duties and responsibilities. The AIP targets for the other NEOs remained consistent with the target levels for those individuals in 2019.

The Compensation Committee establishes AIP targets during the first quarter of the fiscal year. Individual performance results are also
factored into the AIP opportunity. For fiscal year 2020, the Compensation Committee established the performance goals under AIP as (i) a financial goal of Adjusted EBITDA (weighted at 75%) and (ii) an individual goal (weighted at 25%) to provide for
appropriate annual incentives to management. For 2020, the Compensation Committee established an Adjusted EBITDA target of $70.0 million, with a threshold of $66.0 million (94% of the target) and a maximum of $75.2 million (107% of the target). If
actual Adjusted EBITDA performance does not meet the threshold, no award will be earned for the financial goal. If the actual Adjusted EBITDA performance reaches the threshold, the award earned for the financial goal will be 50% of the target. The
award earned for results between the threshold and the target and between the target and the maximum of 200% of the target is calculated using straightline interpolation. The maximum incentive award for any NEO is 200% of his target bo

CORRESP
1
filename1.htm

CORRESP

 November 2, 2021

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade &
Services

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Suying Li and Linda Cvrkel

Re:

 Repay Holdings Corporation

 Form 10-K for the Fiscal Year Ended December 31, 2020

 Filed March 1, 2021

Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2020

Filed May 10, 2021

 Item 2.02 Form 8-K Dated August 9, 2021

 File No. 001-38531

 Dear Ms. Li and Ms. Cvrkel:

I am writing to follow up on the correspondence between outside counsel to Repay Holdings Corporation and Suying Li from the staff (the
“Staff”) of the Securities and Exchange Commission’s Division of Corporation Finance on November 2, 2021. Pursuant to that correspondence, I am formally confirming an extension to respond to the Staff’s comment
letter dated October 21, 2021, with respect to the Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on March 1, 2021, the Amendment No. 2 to Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on May 10, 2021 and Item 2.02 Form 8-K dated August 9, 2021, File No. 001-38531 (the “Comment Letter”).

 As confirmed in the correspondence
between our outside counsel and Suying Li, Repay Holdings Corporation will respond to the Comment Letter on or before November 12, 2021.

Should you have any questions regarding this request, please do not hesitate to contact our outside counsel, David Ghegan, at (404) 885-3139. Thank you.

Respectfully Submitted,

Tyler B. Dempsey

General Counsel

cc:
 David W. Ghegan

Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
October 21, 2021
Timothy Murphy
Chief Financial Officer
Repay Holdings Corporation
3 West Paces Ferry Road, Suite 200
Atlanta, GA 30305
Re:Repay Holdings Corporation
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 1, 2021
Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2020
Filed May 10, 2021
Response dated October 4, 2021
File No. 001-38531
Dear Mr. Murphy:
            We have reviewed your October 4, 2021 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 15, 2021 letter.
Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2020
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 31
1.We note your response to comment 1.  We continue to believe the one-time upfront cash
payments to buy out future monthly commission operating expenses to be paid over the
course of a merchant contract represent normal, recurring, cash operating expenses
necessary to operate your business.  Please revise your filing to remove this non-GAAP
adjustment.  We refer you to Question 100.01 of the Division's Non-GAAP Financial
Measures Compliance and Disclosure Interpretations.

 FirstName LastNameTimothy Murphy
 Comapany NameRepay Holdings Corporation
 October 21, 2021 Page 2
 FirstName LastName
Timothy Murphy
Repay Holdings Corporation
October 21, 2021
Page 2
2.We note your response to comment 2.  Please revise your reconciliation of adjusted net
income to reflect the impact of income taxes as a separate adjustment for the Successor
Period from July 11, 2019 through December 31, 2019 and to explain how the tax impact
is calculated.  We refer you to Question 102.11 of the Division's Non-GAAP Financial
Measures Compliance and Disclosure Interpretations.
3.We note your response to comment 3.  Please revise your footnotes to disclose your
computation of the number of Class A common shares outstanding on an as-converted
basis for all periods presented.
            You may contact Suying Li at (202) 551-3335 or Linda Cvrkel at (202) 551-3813 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

SEC Response Letter

 Troutman Pepper Hamilton Sanders LLP

 600
Peachtree Street NE, Suite 3000

 Atlanta, GA 30308-2216

troutman.com

October 4, 2021

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Trade & Services

 100
F Street, N.E.

 Washington, D.C. 20549

 Attn: Suying Li and
Linda Cvrkel

Re:
 Repay Holdings Corporation

Form 10-K for the Fiscal Year Ended December 31, 2020

Filed March 1, 2021

Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2020

Filed May 10, 2021

Item 2.02 Form 8-K Dated August 9, 2021

File No. 001-38531

Ladies and Gentlemen:

 On behalf of Repay
Holdings Corporation (the “Company” or “Repay”), we are submitting our response to the comments received from the staff (the “Staff”) of the Securities and Exchange
Commission’s (the “Commission”) Division of Corporation Finance (the “Division”) by letter dated September 15, 2021, with respect to the Form 10-K for
the fiscal year ended December 31, 2020, filed with the Commission on March 1, 2021 (the “Form 10-K”), the Amendment No. 2 to Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on May 10, 2021 (the “Amendment No. 2”) and Item 2.02 Form 8-K dated August 9, 2021 (the “Form 8-K”), File No. 001-38531.

For your convenience, our responses are prefaced by the exact text of the Staff’s comments in bold, italicized text.

Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2020

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP
Financial Measures, page 31

 1. You appear to have incurred legacy commission related charges in all periods presented. Please
tell us how you determined these payments for commission structure changes are not normal, recurring, cash operating expenses. Refer to Question 100.01 of the Division’s Non-GAAP Financial Measures
Compliance and Disclosure Interpretations.

 U.S. Securities and Exchange Commission

October 4, 2021

  Page
 2

 The Company has considered Question 100.01 of the Division’s Non-GAAP Financial Measures Compliance and Disclosure Interpretation, and respectfully advises the Staff that its commission restructuring charges are not normal operating expenses based on the nature of these
payments. Therefore, the Company believes it is appropriate that payments for commission restructuring charges be added back as a non-GAAP adjustment.

In the normal course of business, the Company’s compensation arrangements with its sales representatives include a monthly commission
generally paid based on a percentage of monthly gross profit generated by the merchant contract sold by the representative. The monthly commission payment generally continues for a set period and/or the duration of the merchant contract with the
Company.

 The Company may from time to time determine, solely in its discretion, that it is in the Company’s best interests to settle
the commission to be paid over the course of a merchant contract (or group of merchant contracts) in exchange for a one-time upfront cash payment. When that determination has been made, the Company may
approach certain representatives to negotiate and offer to buy out their commission arrangements. The candidates for such offers are typically those who sold a merchant contract which is expected to generate long-term, significant payment volume or
gross profit. These buy-outs are a one-time transaction covering a negotiated merchant contract portfolio, and are based on a negotiated multiple of the annual
commission expected to be paid as a result of the merchant contract portfolio. However, there is no set structure for these buy-outs. In addition, the Company is neither obligated nor expected to extend a buy-out offer to any representative under the applicable terms of their commission arrangements. Representatives that are offered buy-outs are not obligated or expected to
accept an offer, but may determine to do so if they prefer a one-time, up-front payment versus a commission stream over an extended period.

The Company does not budget for commission buy-out/restructuring occurrences. In addition, the Company
does not have a set criteria or time schedule for the selection of candidates for buy-out offers, and it does not use a fixed formula to calculate the offer amounts. Lastly, as the final agreement on the buy-out amount is based on a negotiation, the Company has little visibility on the outcome of the buy-out offer at the beginning of the process. Based on these factors and the
nature of the commission restructuring charges, the Company does not view these payments as normal operating expenses in the ordinary course of business and believes it is appropriate to add them back as part of its
non-GAAP financial measures.

 To provide additional clarification to investors, in future filings
the Company undertakes to revise the line-item description to read as “Commission restructuring charges” and the descriptive footnote would include the following: “Represents fully discretionary charges incurred to restructure certain
sales representatives’ commission arrangements, by making a one-time payment to the representative to buy out expected future monthly commission payments associated with a portfolio of customer contracts.
The commission restructuring transactions are subject to negotiation and therefore do not follow a fixed structure, timetable or standard terms. Neither the Company nor the representatives are obligated to offer or accept such restructuring of
commission arrangements.”

 U.S. Securities and Exchange Commission

October 4, 2021

  Page
 3

 2. Please tell us why it is not necessary to provide an adjustment for the income tax
effects of the non-GAAP adjustments for the Successor Period from July 11, 2019 through December 31, 2019. We refer you to Question 102.11 of the Division’s
Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

 The Company
respectfully advises the Staff that the presentation of Adjusted Net Income without the income tax effect for the Successor Period from July 11, 2019 to December 31, 2019 was to ensure consistency and comparability of the same Non-GAAP results for the Predecessor Periods presented by the Company’s accounting predecessor, Hawk Parent Holdings, LLC (“Hawk Parent”), when it filed its first Form 10-K filing for the year ended December 31, 2019 on March 16, 2020, and presented its financial results for both the Predecessor and Successor Periods as a result of the merger transaction between Hawk
Parent and Thunder Bridge Acquisitions, Ltd. completed on July 11, 2019 (the “Merger Transaction”).

 The
Company presented Adjusted Net Income as a Non-GAAP financial measure for the first time when it disclosed its financial results as of and for the periods ended June 30, 2019 on the Form 8-K filed on August 14, 2019. All periods presented were prior to the completion of the Merger Transaction. As a result, the historical financial statements and non-GAAP
financial measures of Hawk Parent, the Company’s accounting predecessor, were included in the filing. The tax effect related to Adjusted Net Income was not applicable for the Predecessor Periods presented, as the Company’s accounting
predecessor, Hawk Parent, was a pass-through entity for income tax purposes.

 Subsequently in its Form
10-Q for the third quarter of 2019 filed on November 14, 2019, and Form 10-K for the year ended December 31, 2019 filed on March 16, 2020, the Company
presented Total Pro Forma Adjusted Net Income by making non-GAAP adjustments on a total basis for three and nine months ended September 30, 2019, and for the year ended December 31, 2019,
respectively, combining the Predecessor Periods prior to July 10, 2019 and the Successor Periods starting from July 11, 2019. In addition, the Company presented Adjusted Net Income for the corresponding Predecessor Periods in 2018 in these
filings. In order to maintain consistency and comparability between the Predecessor and Successor Periods, and allow a meaningful presentation of total non-GAAP adjustments to calculate Adjusted Net Income for
the respective quarterly and annual periods to the investors, the Company decided to not include the tax effect for the Successor Periods starting from July 11, 2019.

The Company further maintained this presentation for 2019 Adjusted Net Income as a comparative period in its 2020 quarterly and annual
filings. As the Company presented its Non-GAAP adjustments on a total basis combining Predecessor and Successor Periods in 2019, the Company believes not adjusting the tax effect separately for the Successor
Period from July 11 to December 31, 2019 presents the pro forma Adjusted Net Income for the full year of 2019 on the most consistent and comparable basis.

3. Please tell us how you determined the shares of Class A common stock outstanding on an
as-converted basis for all periods presented.

 U.S. Securities and Exchange Commission

October 4, 2021

  Page
 4

 The Company respectfully advises the Staff that shares of Class A common stock
outstanding on a non-GAAP basis were determined by adding the weighted average outstanding Post-Merger Repay Units, as defined in Amendment No. 2 to Form 10-K for
the Fiscal Year ended December 31, 2020, for the period presented, to the weighted average shares of Class A common stock outstanding for the period presented, as reported for that period on a GAAP basis. The methodology used for
calculating the weighted average outstanding Post-Merger Repay Units is the same as the methodology used for the GAAP Class A common stock as reported.

Please see, below, the reconciliation of basic weighted average shares outstanding to the non-GAAP
Class A common stock outstanding on an as-converted basis for each respective period.

December 31, 2020

 Weighted average shares of Class A common stock outstanding - basic

52,180,911

 Add: Non-controlling interests

 Weighted average Post-Merger Repay Units exchangeable for Class A common stock

21,192,195

73,373,106

December 31, 2019

 Weighted average shares of Class A common stock outstanding - basic

35,731,220

 Add: Non-controlling interests

 Weighted average Post-Merger Repay Units exchangeable for Class A common stock

23,990,209

59,721,429

 To provide additional clarification to investors, in future filings the Company undertakes to revise the
associated footnote as follows: “Represents the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of outstanding Post-Merger Repay
Units) for the [applicable period(s)].”

 Repay Holdings Corporation Consolidated Financial Statements

Consolidated Statements of Cash Flows, page 52

4. Please explain why the conversion of Thunder Bridge Class A ordinary shares into Class A common stock has been reflected as
a cash flow from financing activities in your consolidated statement of cash flows for the successor period from July 11, 2019 to December 31, 2019. It appears this transaction represents a non-cash
financing activity pursuant to the guidance in ASC 250-10-50-3 and 4 which should not be reflected in your statement of cash
flows but separately disclosed in your supplemental disclosures of noncash investing and financing activities. Please advise or revise as appropriate.

 U.S. Securities and Exchange Commission

October 4, 2021

  Page
 5

 This line item represents existing cash of Thunder Bridge Acquisition Ltd. as of the closing
of the Business Combination, as defined in Amendment No. 2 to Form 10-K for the Fiscal Year ended December 31, 2020. The conversion of Thunder Bridge Acquisition Ltd. Class A ordinary shares to
Class A common stock of Repay Holdings Corporation resulted in a change in classification of this cash from “Cash and marketable securities held in Trust account”, included in “Other Assets” for Thunder Bridge Acquisition
Ltd., to “Cash and cash equivalents” for Repay Holdings Corporation as of the closing of the Business Combination on July 11, 2019.

We will add further clarification in future filings by revising the line item to the following, “Transfer of cash from trust upon
conversion of Thunder Bridge Class A ordinary shares”.

 Item 2.02 Form 8-K Dated August 9, 2021

 Exhibit 99.1

 5. You
present a “gross profit” measure that represents total revenue less other costs of services under the “key operating and non-GAAP financial data” section. Please tell us whether this
“gross profit” measure is your GAAP gross profit and why you do not allocate depreciation and amortization to costs of services. If this measure is a non-GAAP financial measure, please:

•

 Revise the title used so it is distinguished from a GAAP financial measure;

•

 Indicate that it is a non-GAAP financial measure; and

•

 Provide the disclosure required by Item 10(e) of Regulation S-K.

 The Company respectfully advises the Staff that it considers “gross profit” a GAAP measure. The
Company does not allocate depreciation and amortization to cost of revenue, as these costs are not related to revenue-generating long-lived and intangible assets. The Company operates in an established payment processing network environment and its
cost of revenue consists primarily of fee payments made to third-party processing service providers directly supporting the Company’s payment processing activities.

As background, the vast majority of the Company’s revenues relate to merchant transaction processing fees, which are earned when a
merchant’s customer payment transaction is processed. The merchant customer’s transaction requires the utilization of several parties in the payment chain, including:

•

 Third-party processors, such as Total System Services Inc. (a subsidiary of Global Payments, Inc.);

•

 Sponsor banks, who are members of the payment networks;

•

 Payment networks, such as Visa, MasterCard and Discover; and

•

 Card-issuing banks, who issue the payment card to the consumer or merchant’s customer.

 Given the involvement of the various parties noted above, the Company relies on these third parties for infrastructure
hosting services and specific software or hardware used in providing the Company’s services. Where the Company is the principal for services provided to the

 U.S. Securities and Exchange Commission

October 4, 2021

  Page
 6

customer, it records revenue gross, with the payments to the third-parties reported in other cost of services. As such, the Company does not have any directly attributable deprecation or
amortization of long-lived and intangible assets to the transaction, as these are typically incurred by the third-party provider.

 The
Company’s annual depreciation expense is minimal (approximately $1 million for the 2020 financial year) and relates to property and equipment, in the form of furniture, fixtures and office equipment, computers and leasehold improvements.
These expenses are incurred in the ordinary course of business regardless of whether the Company is generating revenue. Given there is no direct relationship between the Company’s depreciation expense and the Company’s revenue, the Company
believes that depreciation should not be allocated to cost of services.

 The Company’s amortization expense (approximately
$60 million for the year ended December 31, 2020) relates to customer relationships, channel relationships, software costs and non-compete agreements, the majority of which have arisen through the
Company’s acquisitions. The amortization expense relates primarily to customer relationships and software costs, neither of which directly relates to the delivery of transaction processing services. As such, the Company believes that
amortization should not be allocated to cost of services.

 We appreciate the Staff’s prompt comments and look forward to working with
you on this matter. The Staff is

CORRESP
1
filename1.htm

CORRESP

3 West Paces Ferry Road NW

Suite 200

 Atlanta, Georgia 30305

p. 404.504.7472

 tf. 877.607.5468

f.  404.504.7471

 September 27, 2021

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Trade & Services

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attn: Suying Li and Linda Cvrkel

Re:
 Repay Holdings Corporation

 Form 10-K for the Fiscal Year Ended December 31, 2020

 Filed March 1, 2021

 Amendment No. 2 to Form 10-K for the Fiscal Year Ended
December 31, 2020

 Filed May 10, 2021

 Item 2.02 Form 8-K Dated August 9, 2021

 File No. 001-38531

Dear Ms. Li and Ms. Cvrkel:

 I am writing to
follow up on the conversation that David Ghegan, outside counsel to Repay Holdings Corporation, had with Suying Li from the staff (the “Staff”) of the Securities and Exchange Commission’s Division of Corporation Finance
on September 24, 2021. Pursuant to that conversation, I am formally requesting an extension to respond to the Staff’s comment letter dated September 15, 2021, with respect to the Form 10-K for
the fiscal year ended December 31, 2020, filed with the Commission on March 1, 2021, the Amendment No. 2 to Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission
on May 10, 2021 and Item 2.02 Form 8-K dated August 9, 2021, File No. 001-38531 (the “Comment Letter”).

Following the discussion of our outside counsel with Suying Li, we respectfully request an extension to respond to the Comment Letter on or
before October 8, 2021.

 Should you have any questions regarding this request, please do not hesitate to contact our outside counsel,
David Ghegan, at (404) 885-3139. Thank you.

 Respectfully Submitted,

 \s\ Tyler B.
Dempsey

 Tyler B. Dempsey

 General Counsel

cc:
 David W. Ghegan

 Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
September 15, 2021
Timothy Murphy
Chief Financial Officer
Repay Holdings Corporation
3 West Paces Ferry Road, Suite 200
Atlanta, GA 30305
Re:Repay Holdings Corporation
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 1, 2021
Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2020
Filed May 10, 2021
Item 2.02 Form 8-K Dated August 9, 2021
File No. 001-38531
Dear Mr. Murphy:
            We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2020
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 31
1.You appear to have incurred legacy commission related charges in all periods presented.
Please tell us how you determined these payments for commission structure changes are
not normal, recurring, cash operating expenses.  Refer to Question 100.01 of the
Division's Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
2.Please tell us why it is not necessary to provide an adjustment for the income tax effects
of the non-GAAP adjustments for the Successor Period from July 11, 2019 through
December 31, 2019.  We refer you to Question 102.11 of the Division's Non-

 FirstName LastNameTimothy Murphy
 Comapany NameRepay Holdings Corporation
 September 15, 2021 Page 2
 FirstName LastName
Timothy Murphy
Repay Holdings Corporation
September 15, 2021
Page 2
GAAP Financial Measures Compliance and Disclosure Interpretations.
3.Please tell us how you determined the shares of Class A common stock outstanding on an
as-converted basis for all periods presented.
Repay Holdings Corporation Consolidated Financial Statements
Consolidated Statements of Cash Flows, page 52
4.Please explain why the conversion of Thunder Bridge Class A ordinary shares into Class
A common stock has been reflected as a cash flow from financing activities in your
consolidated statement of cash flows for the successor period from July 11, 2019 to
December 31, 2019.  It appears this transaction represents a non-cash financing activity
pursuant to the guidance in ASC 250-10-50-3 and 4 which should not be reflected in your
statement of cash flows but separately disclosed in your supplemental disclosures of non-
cash investing and financing activities.  Please advise or revise as appropriate.
Item 2.02 Form 8-K Dated August 9, 2021
Exhibit 99.1
5.You present a “gross profit” measure that represents total revenue less other costs of
services under the “key operating and non-GAAP financial data” section.  Please tell us
whether this “gross profit” measure is your GAAP gross profit and why you do not
allocate depreciation and amortization to costs of services.  If this measure is a non-GAAP
financial measure, please:

•Revise the title used so it is distinguished from a GAAP financial measure;
•Indicate that it is a non-GAAP financial measure; and
•Provide the disclosure required by Item 10(e) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Suying Li at (202) 551-3335 or Linda Cvrkel at (202) 551-3813 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

SEC Acceleration Request

 Repay Holdings Corporation

3 West Paces Ferry Road

 Suite 200

 Atlanta, Georgia 30305

 July 12, 2021

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, NE

 Washington, D.C. 20549

 Attn: Benjamin Richie

Re:
 Repay Holdings Corporation (the “Company”)

Registration Statement on Form S-3 (the “Registration Statement”)

 File No. 333-257660

Ladies and Gentlemen:

 On behalf of Repay
Holdings Corporation (the “Company”), the undersigned hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective time of the Registration Statement of the Company be accelerated to 5:30
p.m., Eastern Time, on Wednesday, July 14, 2021, or as soon as practicable thereafter. The Company respectfully requests that you notify Tyler Dempsey by a telephone call to (470) 867-6728 of such
effectiveness.

 Please contact Heather Ducat of Troutman Pepper Hamilton Sanders LLP at (404)
885-3613 if you have any questions concerning this matter. Thank you for your continued attention to this matter.

 Very truly yours,

REPAY HOLDINGS CORPORATION

By:

/s/ Timothy J. Murphy

Name:

Timothy J. Murphy

Title:

Chief Financial Officer

cc:
 Heather Ducat, Troutman Pepper Hamilton Sanders LLP

David Ghegan, Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
July 8, 2021
Tyler Dempsey
General Counsel
Repay Holdings Corp
3 West Paces Ferry Road, Suite 200
Atlanta, Georgia 30305
Re:Repay Holdings Corp
Registration Statement on Form S-3
Filed July 2, 2021
File No. 333-257660
Dear Mr. Dempsey:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-2365 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

SEC Acceleration Request Letter

 Repay Holdings Corporation

3 West Paces Ferry Road

 Suite 200

 Atlanta, Georgia 30305

 May 14, 2021

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, NE

 Washington, D.C. 20549

 Attn: Jennifer Lopez

Re:
 Repay Holdings Corporation (the “Company”)

 Registration Statement on Form S-3 (the “Registration
Statement”)

 File No. 333-253943

Ladies and Gentlemen:

 On behalf of Repay
Holdings Corporation (the “Company”), the undersigned hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective time of the Registration Statement of the Company be accelerated to 4:30
p.m., Eastern Time, on Tuesday, May 18, 2021, or as soon as practicable thereafter. The Company respectfully requests that you notify Tyler Dempsey by a telephone call to (470) 867-6728 of such
effectiveness.

 Please contact Heather Ducat of Troutman Pepper Hamilton Sanders LLP at (404)
885-3613 if you have any questions concerning this matter. Thank you for your continued attention to this matter.

Very truly yours,

REPAY HOLDINGS CORPORATION

By:

 /s/ Timothy J. Murphy

Name:

Timothy J. Murphy

Title:

Chief Financial Officer

cc:
 Heather Ducat, Troutman Pepper Hamilton Sanders LLP

 David Ghegan, Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
March 11, 2021
John Morris
Chief Executive Officer
Repay Holdings Corporation
3 West Paces Ferry Road
Suite 200
Atlanta, GA 30305
Re:Repay Holdings Corporation
Registration Statement on Form S-3
Filed March 5, 2021
File No. 333-253943
Dear Mr. Morris:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       David W. Ghegan

United States securities and exchange commission logo
September 3, 2020
John Morris
Chief Executive Officer
Repay Holdings Corp
3 West Paces Ferry Road
Suite 200
Atlanta, GA 30305
Re:Repay Holdings Corp
Registration Statement on Form S-3
Filed August 28, 2020
File No. 333-248483
Dear Mr. Morris:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jennifer Lopez at 202-551-3792 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

SEC Acceleration Request

 Repay Holdings Corporation

3 West Paces Ferry Road

 Suite 200

 Atlanta, Georgia 30305

 September 3,
2020

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, NE

 Washington, D.C. 20549

 Attn: Jennifer Lopez

Re:
 Repay Holdings Corporation (the “Company”)

 Registration Statement on Form S-3 (the “Registration
Statement”)

 File No. 333-248483

Ladies and Gentlemen:

 On behalf of Repay
Holdings Corporation (the “Company”), the undersigned hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective time of the Registration Statement of the Company be accelerated to 4:30
p.m., Eastern Time, on Tuesday, September 8, 2020, or as soon as practicable thereafter. The Company respectfully requests that you notify Tyler Dempsey by a telephone call to (470) 867-6728 of such
effectiveness.

 Please contact David W. Ghegan of Troutman Pepper Hamilton Sanders LLP at (404)
885-3139 if you have any questions concerning this matter. Thank you for your continued attention to this matter.

Very truly yours,

REPAY HOLDINGS CORPORATION

By:

/s/ Timothy J. Murphy

Name:

Timothy J. Murphy

Title:

Chief Financial Officer

cc:
 David W. Ghegan, Troutman Pepper Hamilton Sanders LLP

CORRESP
1
filename1.htm

Repay Holdings Corporation Acceleration Request

 Repay Holdings Corporation

3 West Paces Ferry Road

 Suite 200

 Atlanta, Georgia 30305

 May 26, 2020

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, NE

 Washington, D.C. 20549

 Attn: Daniel Morris

Re:

 Repay Holdings Corporation (the “Company”)

Registration Statement on Form S-1 (the “Registration Statement”)

File No. 333-238691

 Ladies and Gentlemen:

On behalf of Repay Holdings Corporation (the “Company”), the undersigned hereby requests, pursuant to Rule 461 under the
Securities Act of 1933, as amended, that the effective time of the Registration Statement of the Company be accelerated to 4:30 p.m., Eastern Time, on Thursday, May 28, 2020, or as soon as practicable thereafter. The Company respectfully
requests that you notify Tyler Dempsey by a telephone call to (470) 867-6728 of such effectiveness.

Please contact David W. Ghegan of Troutman Sanders LLP at (404) 885-3139 if you have any questions
concerning this matter. Thank you for your continued attention to this matter.

Very truly yours,

REPAY HOLDINGS CORPORATION

By:

/s/ Timothy J. Murphy

Name:

Timothy J. Murphy

Title:

Chief Financial Officer

 cc:    David W. Ghegan, Troutman Sanders LLP

CORRESP
1
filename1.htm

Underwriters Acceleration Request

 Morgan Stanley & Co. LLC

1585 Broadway

 New York, New York
10036

 Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

 New York,
New York 10010

 Barclays Capital Inc.

745 7th Avenue

 New York, NY 10019

 May 26, 2020

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Daniel Morris

Re:

 Repay Holdings Corporation (the “Company”)

Registration Statement on Form S-1 (the “Registration Statement”)

File No. 333-238691

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as representatives of the several
underwriters of the Company’s proposed public offering, we wish to advise you that we hereby join with the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the same will become
effective at 4:30 p.m., Eastern Time, on Thursday, May 28, 2020, or as soon as practicable thereafter.

 Pursuant to Rule 460 under the
Act, we wish to advise you that we have distributed 1,000 copies of the preliminary prospectus dated May 26, 2020, through the date hereof, to prospective underwriters, institutional investors, dealers and others.

We, the undersigned, as representatives of the several underwriters, have complied and will continue to comply, and we have been informed by
the participating underwriters and dealers that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

MORGAN STANLEY & CO. LLC

By:

/s/ Michael Occi

Name:

Michael Occi

Title:

Managing Director

CREDIT SUISSE SECURITIES (USA) LLC

By:

/s/ Gary Katz

Name:

Gary Katz

Title:

Managing Director

BARCLAYS CAPITAL INC.

By:

/s/ Andrew Underwood

Name:

Andrew Underwood

Title:

Managing Director

United States securities and exchange commission logo
May 13, 2020
Tim Murphy
Chief Financial Officer
Repay Holdings Corp.
3 West Paces Ferry Road
Suite 200
Atlanta, GA 30305
Re:Repay Holdings Corp.
Draft Registration Statement on Form S-1
Filed on May 6, 2020
CIK No. 0001720592
Dear Mr. Murphy:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Daniel Morris at (202) 551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Heather Ducat, Esq.

CORRESP
1
filename1.htm

Repay Holdings Corporation

3
West Paces Ferry Road

Suite
200

Atlanta,
GA 30305

September
24, 2019

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, NE

Washington,
D.C. 20549

    Attn:
    Jeff Kauten

    Re:
    Repay Holdings Corporation

    Registration
Statement on Form S-3 (File No. 333-232961)

Ladies
and Gentlemen:

On behalf
of Repay Holdings Corporation (the “Company”), the undersigned hereby requests, pursuant to Rule 461 of
Regulation C promulgated under the Securities Act of 1933, as amended, that the effective time of the Registration Statement on
Form S-3 (File No. 333-232961) (the “Registration Statement”) of the Company be accelerated to 4:30
p.m. on Tuesday, September 24, 2019, or as soon as practicable thereafter. The Company respectfully requests that you notify
Tyler Dempsey by a telephone call to (470) 867-6728 of such effectiveness.

Please
contact Roxane F. Reardon at Simpson Thacher & Bartlett LLP at (212) 455-2758 if you have any questions concerning this matter.
Thank you for your continued attention to this matter.

    Very truly yours,

    REPAY HOLDINGS CORPORATION

    By:
    /s/ Timothy J. Murphy

    Name:
     Timothy J. Murphy

    Title:
    Chief Financial Officer

    cc:
    Roxane F. Reardon, Esq.

August 5, 2019
John Morris
Chief Executive Officer
Repay Holdings Corporation
3 West Paces Ferry Road, Suite 200
Atlanta, GA 30305
Re:Repay Holdings Corporation
Registration Statement on Form S-3
Filed August 1, 2019
File No. 333-232961
Dear Mr. Morris:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Barbara C. Jacobs, Assistant Director, at (202) 551-3730.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Roxane Reardon

CORRESP
1
filename1.htm

Thunder Bridge Acquisition, Ltd.

9912 Georgetown Pike

Suite D203

Great Falls, Virginia 22066

June 20, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

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, as amended

File No. 333-229616

Dear Mr. Foland:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Thunder Bridge Acquisition, Ltd. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. EDT on Friday, June 21, 2019, or as soon as practicable thereafter.

    Very truly yours,

    /s/ Gary A. Simanson

    Gary A. Simanson

    Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

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

June 7, 2019
Gary Simanson
President and Chief Executive Officer
Thunder Bridge Acquisition, Ltd.
9912 Georgetown Pike
Suite D203
Great Falls, VA 22066
Re:Thunder Bridge Acquisition, Ltd.
Amendment 2 to Registration Statement on Form S-4
Filed May 21, 2019
File No. 333-229616
Dear Mr. Simanson:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 18, 2019 letter.
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.

 FirstName LastNameGary Simanson
 Comapany NameThunder Bridge Acquisition, Ltd.
 June 7, 2019 Page 2
 FirstName LastName
Gary Simanson
Thunder Bridge Acquisition, Ltd.
June 7, 2019
Page 2
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.
Pro Form Condensed Combined Balance Sheet (Assuming Maximum Redemption), 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.
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.
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.
6.We note your revised disclosure in response to prior comment 4. Please revise notes (h)
and (f) on page 175 and 179, respectively, to include the Class A common stock price
used to determine the Tax Receivable Agreement liability when all the Post-Merger
Repay Units are exchanged.

 FirstName LastNameGary Simanson
 Comapany NameThunder Bridge Acquisition, Ltd.
 June 7, 2019 Page 3
 FirstName LastName
Gary Simanson
Thunder Bridge Acquisition, Ltd.
June 7, 2019
Page 3
7.We note that you excluded from the EPS calculation 2,965,000 Class B ordinary shares
owned by Sponsors, which will be held in escrow and subject to potential forfeiture based
on certain conditions.  Please tell us how you determined that the forfeiture of these shares
met the factually supportable criteria of Rule 11-02(b)(6) of Regulation S-X.
            You may contact Eiko Yaoita Pyles, Staff Accountant, at (202) 551-3587 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Michael Foland, Staff Attorney, at
(202) 551-6711 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Stuart Neuhauser

CORRESP
1
filename1.htm

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

April 18, 2019
Gary Simanson
President and Chief Executive Officer
Thunder Bridge Acquisition, Ltd.
9912 Georgetown Pike
Suite D203
Great Falls, VA 22066
Re:Thunder Bridge Acquisition, Ltd.
Amendment 1 to Registration Statement on Form S-4
Filed April 1, 2019
File No. 333-229616
Dear Mr. Simanson:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 11, 2019 letter.
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.

 FirstName LastNameGary Simanson
 Comapany NameThunder Bridge Acquisition, Ltd.
 April 18, 2019 Page 2
 FirstName LastName
Gary Simanson
Thunder Bridge Acquisition, Ltd.
April 18, 2019
Page 2
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.
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.
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.
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.

 FirstName LastNameGary Simanson
 Comapany NameThunder Bridge Acquisition, Ltd.
 April 18, 2019 Page 3
 FirstName LastName
Gary Simanson
Thunder Bridge Acquisition, Ltd.
April 18, 2019
Page 3
Management's Discussion and Analsyis 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.
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.
            You may contact Eiko Yaoita Pyles, Staff Accountant, at (202)551-3587 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Michael Foland, Staff
Attorney, at (202) 551-6711 or Matthew Crispino, Senior Staff Attorney, at (202) 551-3456 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Stuart Neuhauser

CORRESP
1
filename1.htm

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

March 11, 2019
Gary Simanson
President and Chief Executive Officer
Thunder Bridge Acquisition, Ltd.
9912 Georgetown Pike
Suite D203
Great Falls, VA 22066
Re:Thunder Bridge Acquisition, Ltd.
Registration Statement on Form S-4
Filed February 12, 2019
File No. 333-229616
Dear Mr. Simanson:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
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.
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

 FirstName LastNameGary Simanson
 Comapany NameThunder Bridge Acquisition, Ltd.
 March 11, 2019 Page 2
 FirstName LastNameGary Simanson
Thunder Bridge Acquisition, Ltd.
March 11, 2019
Page 2
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.
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-Merger Repay Units for Class A common
stock.  If so, disclose the number of units assumed to be exchanged for purposes of your
pro forma calculations and how you determined that such assumption met the factually
supportable criteria of Rule 11-02(b)(6) of Regulation S-X.
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations, page 157
4.You state that adjustment (dd) represents estimated interest expense related to the new
debt that will be issued at the closing of the business combination.  Please revise to clarify
how this adjustment is impacted by the repayment of Repay's outstanding debt and
include the calculations and assumptions that support this adjustment.  Similar revisions
should be made to explain the calculations used in note (aa).
Information About Thunder Bridge
Fair Market Value of Target Business, page 159
5.Please clarify the steps and analyses management performed to ultimately conclude
Repay's fair market value or that the merger consideration was fair to investors.  Also
revise your disclosure to provide details with respect to the comparable companies the
board considered in determining Repay's fair market value.
Information About Repay
Company Overview, page 194
6.You refer to year-over-year payment volume growth of 42% in fiscal 2018.  Tell us what
percentage of such growth was attributable to the Paymaxx and PaidSuite acquisitions.
To the extent your acquisitions have significantly contributed to your period-over-period
growth in volume and revenue, please revise to indicate as such.  Similar revisions should
be made to the Overview section of your MD&A.
Third Party Processors and Sponsor Banks, page 205
7.We note that some of your sponsor banks have agreed to work with you exclusively in a
particular vertical.  Please tell us what consideration you have given to identifying the

 FirstName LastNameGary Simanson
 Comapany NameThunder Bridge Acquisition, Ltd.
 March 11, 2019 Page 3
 FirstName LastNameGary Simanson
Thunder Bridge Acquisition, Ltd.
March 11, 2019
Page 3
verticals in which you have these exclusive contracts and also the consideration you have
given to filing these contracts as exhibit to your registration statement.  Refer to Item
601(b)(10) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Repay
Key Operation Metrics and Non-GAAP Financial Measures, page 212
8.We note your presentation of net revenue includes adjustments for interchange and
network fees, which are included in revenue.  Please explain to us why you believe this
non-GAAP financial measure does not substitute individually tailored revenue recognition
and measurement methods for those of GAAP.  Refer to Question 100.04 of the Non-
GAAP Financial Measures Compliance and Disclosure Interpretations.
9.We note adjustment (e) in your Adjusted EBITDA reconciliation includes other non-
recurring charges.  Please tell us how you determined such charges are non-recurring or
revise accordingly.  Refer to Item 10(e)(ii)(B) of Regulation S-K.
Management of the Company Following the Business Combination, page 239
10.Please revise this section to describe any arrangement or understanding between any
director and any other persons pursuant to which the director was selected to serve on the
company's board. Refer to Item 401(a) of Regulation S-K.
Hawk Parent Holdings LLC
Audited Consolidated Financial Statements
Note 1. Nature of Business and Summary of Significant Accounting Policies
Revenue, page F-38
11.Tell us the amount of revenue recognized from fixed transaction and service fees and
disclose how such revenue is recognized.  Also, to the extent material, please include a
separate discussion in your results of operations of discount fees and other related fixed
transaction or service fees or explain why you do not believe such information would be
useful to investors.
General
12.Please provide a diagram of your current and proposed organizational structure in the
forepart of your document.  Also, advise if you are using an Up-C structure.  If so,
disclose in the document that you are using that structure and explain the business or
strategic rationale for why it was selected, including any material benefits to the parties
involved.

 FirstName LastNameGary Simanson
 Comapany NameThunder Bridge Acquisition, Ltd.
 March 11, 2019 Page 4
 FirstName LastName
Gary Simanson
Thunder Bridge Acquisition, Ltd.
March 11, 2019
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Eiko Yaoita Pyles, Staff Accountant, at (202) 551-3587 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Michael Foland, Attorney-
Advisor, at (202) 551-6711 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

CORRESP
1
filename1.htm

    June 14, 2018

VIA EDGAR

Jeff N. Kauten

Division of Corporation Finance

U.S. Securities & Exchange
Commission

100 F Street, NE

Washington, D.C. 20549-4561

    Re:

    Thunder Bridge Acquisition, Ltd.

    Registration Statement on Form S-1

    Filed May 1, 2018, as amended

    File No. 333-224581

Dear Mr. Kauten:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of
Thunder Bridge Acquisition, Ltd. that the effective date of the above-referenced Registration Statement be accelerated so as to
permit it to become effective at 5:00 p.m. EST on Monday, June 18, 2018, or as soon as thereafter practicable.

Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned advises that as of the date hereof, 83 copies of the Preliminary Prospectus dated May
25, 2018 have been distributed to prospective dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

[signature page follows]

Very truly yours,

CANTOR FITZGERALD AND CO.

By: /s/ Sage
Kelly

Name: Sage Kelly

Title: Global Head of Investment Banking

CORRESP
1
filename1.htm

Thunder Bridge Acquisition, Ltd.

9912 Georgetown Pike

Suite D203

Great Falls, Virginia 22066

June 14, 2018

VIA EDGAR

Jeff N. Kauten

Division of Corporation Finance

U.S. Securities & Exchange
Commission

100 F Street, NE

Washington, D.C. 20549-4561

    Re:

    Thunder Bridge Acquisition, Ltd.

    Registration Statement on Form S-1

    Filed May 1, 2018, as amended

    File No. 333-224581

Dear Mr. Kauten:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Thunder Bridge Acquisition, Ltd. hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 5:00 p.m. EST on Monday, June 18, 2018, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Gary A. Simanson

    Gary A. Simanson

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

    Graubard Miller

Mail Stop 4561

November 20, 2017

Gary A. Simanson
Chief Executive Officer
Thunder Bridge Acquisition, Ltd.
9912 Georgetown Pike
Suite D203
Great Falls, Virginia 22066

Re:  Thunder Bridge Acquisition, Ltd.
Draft Registration Statement on Form S-1
Submitted October 30, 2017
CIK No. 0001720592

Dear Mr. Simanson :

We have reviewed your  draft  registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either s ubmitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your r esponse.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Cover Page

1. Please limit the outside cover page to one pa ge.  See Item 501(b) of Regulation S -K.

2. We note your disclosure on your prospectus cover that you cannot guarantee that your
securities will be a pproved for listing on the NASDAQ.  Please tell us if you expect to
know before this registration statement is effective whether the NASDAQ has approved
your listing application.  In addition, confirm that you will file a pre -effective amendment
to reflect applicable changes to your disclosure if your application is not approved.

Gary A. Simanson
Thunder Bridge Acquisition, Ltd.
November 20, 2017
Page 2

 Summary

General , page 1

3. Please ensure that the information about your management’s track record is balanced,
with equally prominent discussion , if applicable,  of any management experience with
similar transactions initiated but abandoned, unsuccessful transactions, or transactions or
entities that generated losses for investors.

Other Acquisition Considerations, page 3

4. Please disclose  here, as you state on page 37,  that you are not required to obtain a fairness
opinion from an independent accounting or investment banking firm  unless you pursue a
business combination with a company that is affiliated with your sponsor, officers or
directors.

The Offering, page 6

5. On pages 18 -19 you disclose that you may be able to amend your certificate of
incorporation to change provisions related to  pre-business combination activity with a
65% stockholder vote.  It appears from this disclosure that your sponsor may vote its
founders shares to amend any SPAC structure provisions or public investor protections.
Accordingly, please disclose more clearl y here and in your related risk factor on page 45
the amount of public shares that would be required to meet the 65% voting threshold
should your sponsor vote to amend your certificate of incorporation.

Risk Factors

Our public shareholders may not be a fforded an opportunity to vote…, page 25

6. Please expand this risk factor to clarify briefly  the circumstances in which there would
not be a shareholder vote  on your proposed initial business combination .

Proposed Business

General , page 69

7. Please clarify  what you mean by a start -up company, including any objective criteria that
you use to determine whether a company is a start -up.  We note your disclosure on pages
78 and 79 that you may acquire a business in its early stages of development or growth.

Gary A. Simanson
Thunder Bridge Acquisition, Ltd.
November 20, 2017
Page 3

 Selection of a target business and structuring of our initial business combination, page 79

8. Please revise to disclose, if accurate, that investors will be relying on the business
judgment of the board of directors and that the board of directors will have si gnificant
discretion in choosing the standard used to establish the fair market value of the target
acquisition.   Clarify that the different methods of valuation may vary greatly from one
another.  Further, please disclose whether you will advise sharehold ers of the basis used
to determine  fair market value and the manner in which you will make this disclosure.

Competition, page 94

9. Please disclose the number of publicly -traded SPACs that may be competitors.  Also,
please clarify if there are any publicly traded SPACs that have a focus on the financial
services industry.

General

10. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

You may contact Melissa Kindelan , Staff Accountant, at (202) 551 -3564 , or Kathleen
Collins , Accounting  Branch Chi ef, at (202) 551 -3499 , if you have questions regarding comments on
the financial s tatements and related matters.  Please contact Jeff Kauten, Attorney -Advisor, at (202)
551-3447 , or in his absence, me at (202) 551 -3483 , with any other questions.  If you re quire further
assistance, please contact Barbara C. Jacobs , Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Katherine Wray

Katherine Wray
Attorney -Advisor
Office of Information Technologies
and Services

cc:  Stuart Neuhauser, Esq
Ellenoff Grossman & Schole LLP