As filed with the United States Securities and Exchange Commission on June 20, 2019

Registration No. 333-229616

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________________

AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT
OF 1933

_________________________

THUNDER BRIDGE ACQUISITION, LTD.

(Exact name of registrant as specified in its charter)

Cayman Islands*

 

6770

 

N/A

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification No.)

9912 Georgetown Pike
Suite D203
Great Falls, Virginia 22066
Telephone: (202) 431-0507

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

_________________________

Gary A. Simanson
President and Chief Executive Officer
Thunder Bridge Acquisition, Ltd.

9912 Georgetown Pike
Suite D203
Great Falls, Virginia 22066
(202) 431-0507

(Name, address, including zip code and telephone number, including area code, of agent for service)

_________________________

Copies to:

Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq.
Tamar Donikyan, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
(212) 370
-1300

 

Maripat Alpuche, Esq.
Roxane F. Reardon, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455
-2000

 

Tyler Dempsey, Esq.
Troutman Sanders LLP
600 Peachtree Street, NE
Suite 3000
Atlanta, Georgia 30308
(404) 885-3000

_________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: £

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer £

 

Accelerated filer £

Non-accelerated S

 

Smaller reporting company £

   

Emerging growth company S

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. £

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) £

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) £

 

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered

 

Amount to be
Registered

 

Proposed
Maximum
Offering
Price Per
Share

 

Proposed
Maximum
Aggregate
Offering
Price

 

Amount of
Registration Fee

Class A common stock(1)(2)(3)

 

25,800,000

 

$

10.05

(4)

 

$

259,290,000.00

 

$

31,425.95

 

Redeemable warrants(1)(2)(5)(6)

 

25,800,000

 

 

 

 

 

 

 

 

Class A common stock issuable upon exercise of the redeemable
warrants(1)(2(7)

 

6,450,000

 

$

10.05

 

 

$

64,822,500.00

 

$

7,856.49

 

Total

     

 

 

 

 

$

324,112,500.00

 

$

39,282.44

(8)

____________

(1)      Simultaneously with the completion of the Business Combination described herein, the registrant, a Cayman Islands exempted company, intends to effect a deregistration under Section 206 of the Cayman Islands Companies Law (2018 Revision) and a domestication under Section 388 of the Delaware General Corporation Law (the “Domestication”), pursuant to which the registrant’s jurisdiction of incorporation will be transferred by way of continuation from the Cayman Islands to the State of Delaware and the name of the registrant will be changed to “Repay Holdings Corporation.”

(2)      Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

(3)      Represents the number of Class A ordinary shares (including Class A ordinary shares included in units) issued by the registrant in its initial public offering registered on Form S-1 (SEC File Nos. 333- 224581 and 333- 225711), which, as a result of the Domestication, will automatically be converted by operation of law into shares of Class A common stock.

(4)      Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares on The Nasdaq Capital Market on February 7, 2019 in accordance with Rule 457(f)(1) and Rule 457(f)(3).

(5)      Represents the number of redeemable warrants issued by the registrant in its initial public offering registered on Form S-1 (SEC File Nos. 333- 224581 and 333- 225711) (including redeemable warrants included in units), which, as a result of the Domestication, will become warrants to acquire the same number of shares of the Company at the same price and on the same terms after giving effect to the Warrant Amendment (as defined below).

(6)      Upon effectiveness of the Domestication, simultaneously with the completion of the Business Combination, each warrant to acquire one ordinary share of Thunder Bridge Acquisition, Ltd. will become a warrant to acquire one-quarter of one share of the Company at one-quarter of the price (the same price per whole share) and on the same terms (the “Warrant Amendment”). No registration fee is required pursuant to Rule 457(g) under the Securities Act.

(7)      Represents the number of shares of Class A common stock issuable upon exercise of warrants subsequent to the completion of the Business Combination. Each warrant will entitle the warrant holder to purchase one-quarter of one share of Class A common stock at a price of $2.875 per quarter share ($11.50 per whole share), subject to adjustment.

(8)      Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

As used in this Registration Statement, the term “Registrant” refers to the Registrant (a Cayman Islands exempted company) prior to the Domestication and to the Company (a Delaware corporation) following the Domestication.

 

The information in this proxy statement/prospectus is not complete and may be changed. Thunder Bridge Acquisition, Ltd. may not issue the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED June 20, 2019

To the Shareholders and Warrant Holders of Thunder Bridge Acquisition, Ltd.:

On behalf of the board of directors of Thunder Bridge Acquisition, Ltd. (“Thunder Bridge”), we are pleased to enclose the proxy statement/prospectus relating to the proposed merger of a wholly owned subsidiary of Thunder Bridge with and into Hawk Parent Holdings LLC (“Repay”, and such transaction, the “Business Combination”), pursuant to a Second Amended and Restated Agreement and Plan of Merger dated effective as of January 21, 2019 (as may be further amended or supplemented from time to time, the “Merger Agreement”) among Thunder Bridge, Repay and certain other parties. It is proposed that, simultaneously with the effectiveness of the Business Combination (the “Closing”), Thunder Bridge will domesticate from a Cayman Islands exempted company to a Delaware corporation (the “Domestication”) and will change its name to “Repay Holdings Corporation.” Repay Holdings Corporation and Thunder Bridge, following the Domestication and the Business Combination, are both referred to herein as the “Company.”

In connection with the Domestication, the Business Combination and the other matters described herein, you are cordially invited to attend the extraordinary general meeting of shareholders (the “Shareholders Meeting”) and/or the special meeting of public warrant holders (the “Warrant Holders Meeting”) of Thunder Bridge to be held at 10:00 a.m. Eastern Time and 9:30 a.m. Eastern Time, respectively, on July 10, 2019 at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. Only shareholders who held ordinary shares of Thunder Bridge at the close of business on May 24, 2019 will be entitled to vote at the Shareholders Meeting and at any adjournments and postponements thereof. Only warrant holders who held public warrants of Thunder Bridge (“Public Warrant Holders”) at the close of business on May 24, 2019 will be entitled to vote at the Warrant Holders Meeting and at any adjournments and postponements thereof.

Thunder Bridge is a blank check company incorporated on September 18, 2017 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Thunder Bridge’s units, ordinary shares and warrants are traded on the Nasdaq Stock Market (“Nasdaq”) under the symbols “TBRGU”, “TBRG” and “TBRGW”, respectively. On June 19, 2019, the closing sale prices of Thunder Bridge’s units, ordinary shares and warrants were $12.25, $10.37 and $1.80, respectively. At the closing of the Business Combination, the units will separate into their component shares of Class A common stock and warrants so that the units will no longer trade separately under “TBRGU.” Thunder Bridge has applied for the listing of the Class A common stock and warrants of the Company on Nasdaq following the completion of the Business Combination under the symbols “RPAY” and “RPAYW,” respectively.

Repay provides integrated payment processing solutions to industry-oriented markets in which merchants have specific transaction processing needs. Its proprietary, integrated payment technology platform reduces the complexity of the electronic payments process for merchants, while enhancing their consumers’ overall experience.

At the Shareholders Meeting, Thunder Bridge’s shareholders will be asked to vote on the following proposals, as more fully described in the accompanying proxy statement/prospectus: (i) the Domestication Proposal, (ii) the Business Combination Proposal, (iii) the 2019 Equity Incentive Plan Proposal, (iv) the Director Election Proposal, (v) the Articles Amendment Proposal, (vi) the Nasdaq Proposal, and (vii) the Shareholder Adjournment Proposal, if presented (collectively, the “Shareholder Proposals”).

At the Warrant Holders Meeting, Public Warrant Holders will be asked to vote on the following proposals, as more fully described in the accompanying proxy statement/prospectus: (i) the Warrant Amendment Proposal and (ii) the Warrant Holders Adjournment Proposal, if presented (collectively, the “Warrant Holder Proposals,” and together with the Shareholder Proposals, the “Proposals”).

Thunder Bridge’s board of directors unanimously determined that the Proposals are advisable, fair to and in the best interests of Thunder Bridge and its shareholders and Public Warrant Holders and unanimously recommends that Thunder Bridge’s shareholders and Public Warrant Holders vote “FOR” each of the Proposals to be presented to them.

The obligations of Thunder Bridge to complete the Business Combination are subject to a number of conditions set forth in the Merger Agreement and are summarized in the accompanying proxy statement/prospectus. More information about Thunder Bridge and Repay, the Shareholders Meeting, the Warrant Holders Meeting and the transactions contemplated by the Merger Agreement, is contained in the accompanying proxy statement/prospectus. You are encouraged to read the accompanying proxy statement/prospectus in its entirety, including the section entitled “Risk Factors” beginning on page 46.

 

Your vote is very important. As a condition to the completion of the Business Combination, an affirmative vote of holders of a majority of the voting power of the ordinary shares of Thunder Bridge entitled to vote on the Shareholder Proposals, who are present and vote at the Shareholders Meeting is required with respect to the Shareholder Proposals (other than (i) the Domestication Proposal and the Articles Amendment Proposal which requires the approval of the holders of at least two-thirds of the voting power of the outstanding ordinary shares entitled to vote on such proposal that are present and vote at the Shareholders Meeting and (ii) the election of directors pursuant to the Director Election Proposal, which requires each director to be approved by holders of not less than a majority of the Class B ordinary shares of Thunder Bridge that are present and vote at the Shareholders Meeting) and the affirmative vote of holders of at least 65% of the outstanding public warrants of Thunder Bridge is required with respect to the Warrant Amendment Proposal.

Thunder Bridge’s board of directors strongly supports the Business Combination and the other transactions contemplated by the Merger Agreement and recommends that you vote in favor of the Proposals presented for your approval.

Very truly yours,

   
     

Gary A. Simanson

   

President and Chief Executive Officer

   

Thunder Bridge Acquisition, Ltd.

   

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated         , 2019 and is first being mailed to the shareholders and the Public Warrant Holders of Thunder Bridge Acquisition, Ltd. on or about         , 2019.

 

ADDITIONAL INFORMATION

The accompanying document is the proxy statement of Thunder Bridge for the Shareholders Meeting and the Warrant Holders Meeting and the prospectus for the securities of the continuing Delaware corporation following the Domestication. This registration statement and the accompanying proxy statement/prospectus is available without charge to shareholders and Public Warrant Holders of Thunder Bridge upon written or oral request. This document and other filings by Thunder Bridge with the Securities and Exchange Commission may be obtained by either written or oral request to Gary A. Simanson, Thunder Bridge Acquisition, Ltd., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066 or by telephone at (202) 431-0507.

The Securities and Exchange Commission maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.

In addition, if you have questions about the Proposals or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Morrow Sodali LLC, the proxy solicitor for Thunder Bridge, toll-free at (800) 662-5200 or collect at (203) 658-9400. You will not be charged for any of the documents that you request.

See the section entitled “Where You Can Find More Information” of the accompanying proxy statement/prospectus for further information.

Information contained on the Repay website, or any other website, is expressly not incorporated by reference into this proxy statement/prospectus.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the applicable Shareholders Meeting or Warrant Holders Meeting, or no later than July 2, 2019.

 

THUNDER BRIDGE ACQUISITION, LTD.
9912 Georgetown Pike
Suite D203
Great Falls, Virginia 22066

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 10, 2019

TO THE SHAREHOLDERS OF THUNDER BRIDGE ACQUISITION, LTD.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “Shareholders Meeting”) of Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (“Thunder Bridge”), will be held at 10:00 a.m. Eastern Time, on July 10, 2019 at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. You are cordially invited to attend the Shareholders Meeting, which will be held for the following purposes:

(1)    The Domestication Proposal — To consider and vote upon a proposal to change the corporate structure and domicile of Thunder Bridge by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the “Domestication”). The Domestication will be effected simultaneously with the Business Combination (as defined below) by Thunder Bridge filing a Certificate of Corporate Domestication and a Certificate of Incorporation with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, Thunder Bridge will become a Delaware corporation and will change its corporate name to “Repay Holdings Corporation” (Repay Holdings Corporation and Thunder Bridge following the Domestication and the Business Combination, the “Company”) and all outstanding securities of Thunder Bridge will convert to outstanding securities of the Company, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Domestication Proposal.” The form of the proposed Delaware Certificate of Incorporation of the Company to become effective upon the Domestication, is attached to the accompanying proxy statement/prospectus as Annex A.

(2)    The Business Combination Proposal — To consider and vote upon a proposal to approve the Second Amended and Restated Agreement and Plan of Merger dated effective as of January 21, 2019 (as amended or supplemented from time to time, the “Merger Agreement”) by and among Thunder Bridge, TB Acquisition Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Thunder Bridge (“Merger Sub”), Hawk Parent Holdings LLC, a Delaware limited liability company (“Repay”) and, solely in its capacity as the Repay securityholder representative thereunder, CC Payment Holdings, L.L.C., a Delaware limited liability company (the “Repay Securityholder Representative”), and the transactions contemplated by the Merger Agreement, including the issuance of the merger consideration thereunder (collectively, the “Business Combination”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Repay (the “Merger”), with Repay continuing as the surviving entity of the Merger and becoming a subsidiary of the Company as described in more detail in the attached proxy statement/prospectus. We refer to this proposal as the “Business Combination Proposal.” A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex B.

(3)    The 2019 Equity Incentive Plan Proposal — To consider and vote upon the approval of the 2019 Equity Incentive Plan. We refer to this as the “2019 Equity Incentive Plan Proposal.” A copy of the 2019 Equity Incentive Plan is attached to the accompanying proxy statement/prospectus as Annex C.

(4)    The Director Election Proposal — To consider and vote upon a proposal to elect nine directors to serve staggered terms on the Company’s board of directors until the 2020, 2021 and 2022 annual meeting of stockholders, respectively and until their respective successors are duly elected and qualified. We refer to this as the “Director Election Proposal.”

(5)    The Articles Amendment Proposal — To consider and vote upon a proposal to amend the Articles in the Memorandum and Articles of Association so that the prohibition on Thunder Bridge’s having net tangible assets of less than $5,000,001 upon the completion of a business combination is revised to apply immediately prior to the completion of a business combination and measures only the net tangible assets of Thunder Bridge, without regard to the assets or liabilities of the target company of such business

 

combination and its subsidiaries, so that Thunder Bridge may have more flexibility in effecting the Business Combination. We refer to this as the “Articles Amendment Proposal.” The full text of the resolutions to amend the Memorandum and Articles of Association is attached to the accompanying proxy statement/prospectus as Annex F.

(6)    The Nasdaq Proposal — To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 13.5 million Class A ordinary shares in the PIPE Financing (as defined in the accompanying proxy statement/prospectus), in connection with the completion of the Business Combination. We refer to this as the “Nasdaq Proposal.

(7)    The Shareholder Adjournment Proposal — To consider and vote upon a proposal to adjourn the Shareholders Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Thunder Bridge that more time is necessary or appropriate to approve one or more proposals at the Shareholders Meeting. We refer to this proposal as the “Shareholder Adjournment Proposal” and, together with the Domestication Proposal, the Business Combination Proposal, the 2019 Equity Incentive Plan Proposal, the Director Election Proposal, the Articles Amendment Proposal and the Nasdaq Proposal as the “Shareholder Proposals.”

These Shareholder Proposals are described in the accompanying proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of ordinary shares of Thunder Bridge at the close of business on May 24, 2019 (the “Record Date”) are entitled to notice of the Shareholders Meeting and to vote and have their votes counted at the Shareholders Meeting and any adjournments or postponements of the Shareholders Meeting.

Thunder Bridge is also holding a special meeting (the “Warrant Holders Meeting”) of holders of warrants issued in its initial public offering (the “Public Warrants”) its Public Warrant Holders to consider and vote upon (a) a proposal to approve and consent to the amendment of the terms of the warrant agreement governing Thunder Bridge’s outstanding warrants to provide that, immediately prior to the consummation of the Business Combination, (i) each of Thunder Bridge’s outstanding warrants, which currently entitle the holder thereof to purchase one Class A ordinary share of Thunder Bridge at an exercise price of $11.50 per share, will become exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share), (ii) each holder of a warrant will receive, for each such warrant, a cash payment of $1.50 (although the holders of the Private Placement Warrants have waived their rights to receive such payment) and (iii) each Private Placement Warrant will become redeemable and exercisable on the same basis as the Public Warrants (the “Warrant Amendment Proposal”); and (b) a proposal to adjourn the meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Thunder Bridge that more time is necessary or appropriate to approve the Warrant Amendment Proposal. The Business Combination will not be consummated unless the Warrant Amendment Proposal is approved by holders of at least 65% of the outstanding Public Warrants, even if the Business Combination Proposal is approved by Thunder Bridge’s shareholders.

After careful consideration, Thunder Bridge’s board of directors has determined that the Shareholder Proposals are fair to and in the best interests of Thunder Bridge and its shareholders and unanimously recommends that the holders of Thunder Bridge’s ordinary shares entitled to vote on the Shareholder Proposals, vote or give instruction to vote “FOR” the Domestication Proposal, “FOR” the Business Combination Proposal, “FOR” the 2019 Equity Incentive Plan Proposal, “FOR” the election of each of the director nominees pursuant to the Director Election Proposal, “FOR” the Articles Amendment Proposal, “FOR” the Nasdaq Proposal and “FOR” the Shareholder Adjournment Proposal, if presented.

The existence of any financial and personal interests of one or more of Thunder Bridge’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Thunder Bridge and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Shareholder Proposals. See the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Interests of Thunder Bridge’s Directors and Officers and Others in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of this.

Each of the Domestication Proposal, the Business Combination Proposal, the Director Election Proposal, the Articles Amendment Proposal, the Nasdaq Proposal and the Warrant Amendment Proposal is interdependent upon

 

the others and must be approved in order for Thunder Bridge to complete the Business Combination contemplated by the Merger Agreement. The Business Combination Proposal, the 2019 Equity Incentive Plan Proposal, the Nasdaq Proposal and the Shareholder Adjournment Proposal must be approved by the holders of a majority of the ordinary shares of Thunder Bridge that are present and vote at the Shareholders Meeting. The Domestication Proposal and the Articles Amendment Proposal must be approved by a special resolution, being the approval of the holders of at least two-thirds of the ordinary shares of Thunder Bridge as of the record date that are present and vote at the Shareholders Meeting. The election of directors pursuant to the Director Election Proposal must be approved by an ordinary resolution of the holders of the Class B ordinary shares of Thunder Bridge, being the approval of the holders of not less than a majority of such shares as of the record date that are present and vote at the Shareholders Meeting.

All shareholders of Thunder Bridge are cordially invited to attend the Shareholders Meeting in person. To ensure your representation at the Shareholders Meeting, however, you are urged to mark, sign and date the enclosed proxy card and return it as soon as possible in the pre-addressed postage paid envelope provided. If you are a shareholder of record of Thunder Bridge ordinary shares, you may also cast your vote in person at the Shareholders Meeting. If your shares are held in an account at a brokerage firm or bank, or by a nominee, you must instruct your broker, bank or nominee on how to vote your shares or, if you wish to attend the Shareholders Meeting and vote in person, obtain a proxy from your broker, bank or nominee. If any of the Domestication Proposal, Business Combination Proposal, Director Election Proposal, Articles Amendment Proposal or Nasdaq Proposal fails to receive the required approval by the shareholders of Thunder Bridge at the Shareholders Meeting, or if the Warrant Amendment Proposal fails to receive the required approval by the holders of the Public Warrants at the Warrant Holders Meeting, the Business Combination will not be completed.

Whether or not you plan to attend the Shareholders Meeting, we urge you to read the accompanying proxy statement/prospectus (and any documents incorporated into the accompanying proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors” in the accompanying proxy statement/prospectus.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Shareholders Meeting or not, please mark, sign and date the enclosed proxy card and return it as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

   
     

   

Chief Executive Officer and President

   

        , 2019

   

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE SHAREHOLDER PROPOSALS. YOU MAY EXERCISE YOUR RIGHTS TO DEMAND THAT THUNDER BRIDGE REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT WHETHER YOU VOTE FOR OR AGAINST THE SHAREHOLDER PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST TENDER YOUR SHARES TO THUNDER BRIDGE’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE SHAREHOLDERS MEETING. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE SHAREHOLDER. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “SHAREHOLDERS MEETING AND WARRANT HOLDERS MEETING — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

 

THUNDER BRIDGE ACQUISITION, LTD.
9912 Georgetown Pike
Suite D203
Great Falls, Virginia 22066

NOTICE OF SPECIAL MEETING OF PUBLIC WARRANT HOLDERS
TO BE HELD ON
JULY 10, 2019

TO THE PUBLIC WARRANT HOLDERS OF THUNDER BRIDGE ACQUISITION, LTD.:

NOTICE IS HEREBY GIVEN that a special meeting of the holders (the “Warrant Holders Meeting”) of warrants issued in the initial public offering (the “Public Warrants”) of Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (“Thunder Bridge”), will be held at 9:30 a.m. Eastern Time, on July 10, 2019 at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. You are cordially invited to attend the Warrant Holders Meeting, which will be held for the following purposes:

(1)     The Warrant Amendment Proposal — To consider and vote upon an amendment ( the “Warrant Amendment”) to the warrant agreement that governs all of Thunder Bridge’s outstanding warrants to provide that, immediately prior to the consummation of the Business Combination (as defined in the accompanying proxy statement/prospectus), (i) each of Thunder Bridge’s outstanding warrants, which currently entitle the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share of Thunder Bridge, will become exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share), (ii) each holder of a warrant will receive, for each such warrant, a cash payment of $1.50 (although the holders of the Private Placement Warrants (as defined in the accompanying proxy statement/prospectus) have waived their rights to receive such payment) and (iii) each Private Placement Warrant will become redeemable and exercisable on the same basis as the Public Warrants (the “Warrant Amendment Proposal“); and

(2)    The Warrant Holders Adjournment Proposal — To consider and vote upon a proposal to adjourn the Warrant Holders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by Thunder Bridge that more time is necessary or appropriate to approve the Warrant Amendment Proposal (the “Warrant Holders Adjournment Proposal” and, together with the Warrant Amendment Proposal, the “Warrant Holder Proposals”).

These Warrant Holder Proposals are described in the accompanying proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of the Public Warrants (“Public Warrant Holders”) at the close of business on May 24, 2019 (the “Record Date”) are entitled to notice of the Warrant Holders Meeting and to vote and have their votes counted at the Warrant Holders Meeting and any adjournments or postponements of the Warrant Holders Meeting.

After careful consideration, Thunder Bridge’s board of directors has determined that the Warrant Holder Proposals are fair to and in the best interests of Thunder Bridge and its Public Warrant Holders and unanimously recommends that the Public Warrant Holders vote or give instruction to vote “FOR” the Warrant Amendment Proposal and “FOR” the Warrant Holders Adjournment Proposal, if presented.

The Warrant Amendment Proposal must be approved by the holders of at least 65% of the outstanding Public Warrants. The Warrant Holders Adjournment Proposal must be approved by the holders of a majority of the Public Warrants that are present and entitled to vote at the Warrant Holders Meeting. The Warrant Amendment Proposal will only become effective if the proposed merger of a wholly owned subsidiary of Thunder Bridge with and into Hawk Parent Holdings LLC (“Repay”, and such transaction, the “Business Combination”), pursuant to a Second Amended and Restated Agreement and Plan of Merger dated effective as of January 21, 2019 among Thunder Bridge, Repay and certain other parties, is completed. If the Business Combination is not completed, the Warrant Amendment will not become effective, even if the Public Warrant Holders have approved the Warrant Amendment Proposal.

All Public Warrant Holders of Thunder Bridge are cordially invited to attend the Warrant Holders Meeting in person. To ensure representation at the Warrant Holders Meeting, however, all Public Warrant Holders are urged to mark, sign and date the enclosed proxy card and return it as soon as possible in the pre-addressed postage paid envelope provided. If you are a Public Warrant Holder of record, you may also cast your vote in person at the Warrant Holders Meeting. If your Public Warrants are held in an account at a brokerage firm or bank, or by a nominee,

 

you must instruct your broker, bank or nominee on how to vote such warrants or, if you wish to attend the Warrant Holders Meeting and vote in person, obtain a proxy from your broker, bank or nominee. If the Warrant Amendment Proposal fails to receive the required approval by the Warrant Holders at the Warrant Holders Meeting, the Business Combination will not be completed.

Whether or not you plan to attend the Warrant Holders Meeting, we urge you to read the accompanying proxy statement/prospectus (and any documents incorporated into the accompanying proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors” in the accompanying proxy statement/prospectus.

Your vote is important regardless of the number of Public Warrants you own. Whether you plan to attend the Warrant Holders Meeting or not, please mark, sign and date the enclosed proxy card and return it as soon as possible in the envelope provided. If your Public Warrants are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the Public Warrants you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

   
     

 

   

Chief Executive Officer and President

   

         , 2019

   

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR PUBLIC WARRANTS WILL BE VOTED IN FAVOR OF EACH OF THE WARRANT HOLDER PROPOSALS.

 

TABLE OF CONTENTS

FREQUENTLY USED TERMS

 

1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

7

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

9

QUESTIONS AND ANSWERS

 

20

SELECTED HISTORICAL FINANCIAL INFORMATION OF THUNDER BRIDGE

 

37

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA OF REPAY

 

38

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

41

COMPARATIVE PER SHARE INFORMATION

 

45

RISK FACTORS

 

46

SHAREHOLDERS MEETING AND WARRANT HOLDERS MEETING

 

83

SHAREHOLDER PROPOSAL 1: THE DOMESTICATION PROPOSAL

 

89

SHAREHOLDER PROPOSAL 2: THE BUSINESS COMBINATION PROPOSAL

 

101

SHAREHOLDER PROPOSAL 3: THE 2019 EQUITY INCENTIVE PLAN PROPOSAL

 

158

SHAREHOLDER PROPOSAL 4: THE DIRECTOR ELECTION PROPOSAL

 

163

SHAREHOLDER PROPOSAL 5: THE ARTICLES AMENDMENT PROPOSAL

 

166

SHAREHOLDER PROPOSAL 6: THE NASDAQ PROPOSAL

 

168

SHAREHOLDER PROPOSAL 7: THE SHAREHOLDER ADJOURNMENT PROPOSAL

 

170

WARRANT HOLDER PROPOSAL 1: THE WARRANT AMENDMENT PROPOSAL

 

171

WARRANT HOLDER PROPOSAL 2: THE WARRANT HOLDERS ADJOURNMENT PROPOSAL

 

173

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

174

INFORMATION ABOUT THUNDER BRIDGE

 

197

DIRECTORS, OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF THUNDER BRIDGE PRIOR TO THE BUSINESS COMBINATION

 

201

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THUNDER BRIDGE

 

209

DESCRIPTION OF THUNDER BRIDGE’S AND THE COMPANY’S SECURITIES

 

215

MARKET PRICE AND DIVIDENDS OF SECURITIES

 

228

BENEFICIAL OWNERSHIP OF SECURITIES

 

229

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

233

INFORMATION ABOUT REPAY

 

237

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF REPAY

 

255

MANAGEMENT OF REPAY

 

274

EXECUTIVE COMPENSATION OF REPAY

 

277

MANAGEMENT OF THE COMPANY FOLLOWING THE BUSINESS COMBINATION

 

283

SECURITIES ACT RESTRICTIONS ON RESALE OF THE COMPANY’S SECURITIES

 

289

APPRAISAL RIGHTS

 

290

OTHER SHAREHOLDER COMMUNICATIONS

 

290

LEGAL MATTERS

 

290

EXPERTS

 

290

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

 

290

TRANSFER AGENT AND REGISTRAR

 

290

SUBMISSION OF SHAREHOLDER PROPOSALS AND WARRANT HOLDER PROPOSALS

 

291

FUTURE STOCKHOLDER PROPOSALS

 

291

WHERE YOU CAN FIND MORE INFORMATION

 

291

INDEX TO FINANCIAL STATEMENTS

 

F-1

ANNEX A Certificate of Incorporation of Repay Holdings Corporation

 

A-1

ANNEX B Second Amended and Restated Agreement and Plan of Merger, as amended

 

B-1

ANNEX C Repay Holdings Corporation 2019 Omnibus Incentive Plan

 

C-1

ANNEX D Form of Exchange Agreement

 

D-1

ANNEX E Form of Tax Receivable Agreement

 

E-1

ANNEX F Text of Articles Amendment

 

F-1

ANNEX G Form of Amendment of Warrant Agreement

 

G-1

i

FREQUENTLY USED TERMS

Definitions

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Thunder Bridge” refer to Thunder Bridge Acquisition, Ltd. (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and thereafter a corporation incorporated under the laws of the State of Delaware).

In this document:

2019 Equity Incentive Plan” means the Repay Holdings Corporation 2019 Omnibus Incentive Plan, which will become effective following the Business Combination. A copy of the 2019 Equity Incentive Plan is attached to this proxy statement/prospectus as Annex C.

2019 Equity Incentive Plan Proposal” means the proposal to be considered at the Shareholders Meeting to approve the 2019 Equity Incentive Plan of the Company.

Adjournment Proposal” means the proposal to be considered at the Shareholders Meeting to adjourn the Shareholders Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Thunder Bridge that more time is necessary or appropriate to approve one or more proposal at the Shareholders Meeting.

Amended Operating Agreement” means the Amended and Restated Operating Agreement of Repay to be in place upon the completion of the Business Combination. A copy of the Amended Operating Agreement is incorporated by reference as an exhibit to the registration statement of which this proxy statement/prospectus is a part.

Articles Amendment Proposal” means the proposal to be considered at the Shareholders Meeting to approve an amendment to the Memorandum and Articles of Association. The full text of the resolutions to amend the Memorandum and Articles of Association is attached to this proxy statement/prospectus as Annex F.

Business Combination” means the transactions contemplated by the Merger Agreement.

Business Combination Proposal” means the proposal to be considered at the Shareholders Meeting to approve the Business Combination.

Bylaws” mean the proposed bylaws of the Company to be in effect following the Business Combination, a form of which is attached as an exhibit to the registration statement of which this proxy statement/prospectus forms a part.

Cantor” means Cantor Fitzgerald & Co., the representative of the underwriters in the IPO.

Certificate of Incorporation” means the proposed certificate of incorporation of the Company to be in effect following the Domestication and the Business Combination.

“Class A common stock” means the Class A common stock of the Company, par value $0.0001 per share.

“Class A ordinary shares” means the Class A ordinary shares of Thunder Bridge, par value $0.0001 per share.

“Class B ordinary shares” means the Class B ordinary shares of Thunder Bridge, par value $0.0001 per share.

“Class V common stock” means the Class V common stock of the Company, par value $0.0001 per share.

“Closing” means the closing of the Business Combination.

Code” means the Internal Revenue Code of 1986, as amended.

Companies Law” refers to the Cayman Islands Companies Law (2018 Revision).

Company” means Thunder Bridge as a Delaware corporation by way of continuation following the Domestication and the Business Combination. In connection with the Domestication and simultaneously with the Business Combination, Thunder Bridge will change its corporate name to “Repay Holdings Corporation.”

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Company Board” means the board of directors of the Company subsequent to the completion of the Business Combination.

“Company’s Shares” means, collectively, all shares of the Class A common stock and Class V common stock of the Company.

Corsair” means CC Payment Holdings, L.L.C., a Delaware limited liability company, an entity controlled by Corsair Capital LLC and its affiliates.

Debt Commitment Letter” means that certain commitment letter, dated as of January 21, 2019, from the Debt Commitment Parties to Merger Sub, as amended from time to time in connection with the Business Combination, including, without limitation, the exhibits thereto.

Debt Commitment Parties” means SunTrust Bank and SunTrust Robinson Humphrey, Inc., as parties to the Debt Commitment Letter.

Debt Financing” means the debt financing incurred or intended to be incurred pursuant to the terms of the Debt Financing Term Sheet.

Debt Financing Term Sheet” means that certain term sheet negotiated among Merger Sub and SunTrust Bank and SunTrust Robinson Humphrey, in connection with the Business Combination, including, without limitation, the annexes thereto.

DGCL” means the Delaware General Corporation Law, as amended.

DLLCA” means the Delaware Limited Liability Company Act, as amended.

Director Election Proposal” means the proposal to be considered at the Shareholders Meeting to elect nine directors to serve staggered terms on the Company Board until the 2020, 2021 and 2022 annual meeting of stockholders, respectively and until their respective successors are duly elected and qualified.

Domestication” means the continuation of Thunder Bridge by way of domestication of Thunder Bridge into a Delaware corporation, with the ordinary shares of Thunder Bridge becoming shares of Class A common stock of the Delaware corporation under the applicable provisions of the Companies Law and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Certificate of Incorporation for the Company (as attached hereto at Annex A) consistent with the DGCL and changing the name and registered office of Thunder Bridge.

Domestication Proposal” means the proposal to be considered at the Shareholders Meeting to approve the Domestication.

DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

Exchange Agreement” means the Exchange Agreement to be entered into between the Company, Repay and the Repay Equity Holders upon the completion of the Business Combination. A copy of the Exchange Agreement is attached to this proxy statement/prospectus as Annex D.

Founder Shares” means the 6,450,000 currently outstanding Class B ordinary shares of Thunder Bridge owned by the Sponsor.

GAAP” means U.S. generally accepted accounting principles.

Insider Letter Agreement” means Thunder Bridge’s letter agreement with its Sponsor, directors and officers, dated June 18, 2018, containing provisions relating to transfer restrictions of the Founder Shares and Private Placement Warrants, indemnification of the Trust Account, waiver of Redemption Rights and participation in liquidation distributions from the Trust Account.

IPO” means Thunder Bridge’s initial public offering of its units, Class A ordinary shares and warrants pursuant to a registration statement on Form S-1 declared effective by the SEC on June 18, 2018 (SEC File No. 333-224581). On June 21, 2018, Thunder Bridge completed its initial public offering.

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Lock-up Agreement” means the Lock-up Agreement, dated May 9, 2019, by and among Thunder Bridge, the Sponsor, the Transfer Agent and certain of the PIPE Investors.

Memorandum and Articles of Association” means Thunder Bridge’s current amended and restated Memorandum and Articles of Association, as may hereafter be amended.

Merger” means the statutory merger of Merger Sub with and into Repay pursuant to the terms of the Merger Agreement and under the applicable provisions of the DLLCA, with Repay continuing as the surviving entity and becoming a subsidiary of the Company.

Merger Agreement” means the Second Amended and Restated Agreement and Plan of Merger, dated effective as of January 21, 2019 by and among Thunder Bridge, Merger Sub, Hawk Parent Holdings LLC and, solely in its capacity as the Repay Securityholder Representative thereunder, CC Payment Holdings, L.L.C., a Delaware limited liability company, as it may be amended and supplemented from time to time. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex B.

Merger Sub” means TB Acquisition Merger Sub LLC, a Delaware limited liability company which is a wholly-owned subsidiary of Thunder Bridge.

Nasdaq” means The Nasdaq Stock Market, LLC.

Nasdaq Proposal” means the proposal to be considered at the Shareholders Meeting to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 13.5 million Class A ordinary shares pursuant to the Subscription Agreements in the PIPE Financing in connection with the completion of the Business Combination.

PIPE Financing” means the expected issuance and sale of $135 million of Thunder Bridge’s Class A ordinary shares in a private placement to the PIPE Investors pursuant to the Subscription Agreements.

PIPE Investors” means the accredited investors and qualified institutional buyers who entered into the Subscription Agreements with Thunder Bridge for the PIPE Financing.

Post-Merger Repay Units” means units representing limited liability company interests of Repay as the surviving company following the Merger, which will be non-voting interests in Repay.

Private Placement Warrants” means the 8,830,000 private placement warrants, each exercisable for one Class A ordinary share of Thunder Bridge at $11.50 per share, purchased by the Sponsor and Cantor for a purchase price of $8,830,000, or $1.00 per warrant.

Proposals” means, collectively, the Shareholder Proposals and the Warrant Holder Proposals.

Public Shareholders” means the holders of Thunder Bridge Class A ordinary shares that were sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

Public Shares” means Thunder Bridge’s Class A ordinary shares sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

Public Warrants” means Thunder Bridge’s warrants sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

Public Warrant Holders” means the holders of the Public Warrants.

Record Date” means May 24, 2019.

Redemption” means the redemption of Public Shares for the Redemption Price.

Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the Memorandum and Articles of Association (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing). The Redemption Price will be calculated two days prior to the completion of the Business Combination in accordance with Thunder Bridge’s Memorandum and Articles of Association, as currently in effect.

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Redemption Rights” means the rights of the Thunder Bridge Public Shareholders to demand Redemption of their Public Shares into cash in accordance with the procedures set forth in the Memorandum and Articles of Association and this proxy statement/prospectus.

Repay” means Hawk Parent Holdings LLC, a Delaware limited liability company.

Repay Equity Holder” means a member of Repay prior to the Closing of the Merger.

Repay Securityholder Representative” means Corsair, acting in its capacity as the representative of the securityholders of Repay as set forth in the Merger Agreement.

Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

SEC” means the United States Securities and Exchange Commission.

Shareholder Proposals” means, collectively, (i) the Domestication Proposal, (ii) the Business Combination Proposal, (iii) the 2019 Equity Incentive Plan Proposal, (iv) the Director Election Proposal, (v) the Articles Amendment Proposal, (vi) the Nasdaq Proposal and (vii) the Shareholder Adjournment Proposal, if presented.

Shareholders Meeting” means the extraordinary general meeting of Thunder Bridge’s shareholders, to be held following the Warrant Holders Meeting at 10:00 a.m. Eastern Time on July 10, 2019 at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, and any adjournments or postponements thereof.

Securities Act” means the Securities Act of 1933, as amended.

Sponsor” means Thunder Bridge Acquisition, LLC, a Delaware limited liability company.

Subscription Agreements” means the Subscription Agreements, dated May 9, 2019, entered into between Thunder Bridge and each of the PIPE Investors for the PIPE Financing.

Subscription and Distribution Agreement” means the Subscription and Distribution Agreement to be entered into between the Company and Repay upon the completion of the Business Combination. The form of the Subscription and Distribution Agreement is incorporated by reference as an exhibit to the registration statement of which this proxy statement/prospectus forms a part.

Target Companies” means Repay and its subsidiaries.

Tax Receivable Agreement” means the Tax Receivable Agreement to be entered into between the Company and the Repay Equity Holders upon the completion of the Business Combination. A form of the Tax Receivable Agreement in substantially the form it will be executed in connection with the Closing is attached to this proxy statement/prospectus as Annex E.

Thunder Bridge” means Thunder Bridge Acquisition, Ltd. (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and after the Domestication will be a corporation incorporated under the laws of the State of Delaware and will be referred to as the Company).

Thunder Bridge Board” means the board of directors of Thunder Bridge.

Thunder Bridge Shares” means, collectively, the Class A ordinary shares and the Class B ordinary shares of Thunder Bridge.

Transfer Agent” means Continental Stock Transfer & Trust Company.

Trust Account” means the trust account of Thunder Bridge, which holds the net proceeds from the IPO and the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay taxes.

Units” means the units sold in the IPO (including pursuant to the overallotment option) consisting of a Class A ordinary share of Thunder Bridge and a Warrant.

Warrant Agreement” means the Warrant Agreement, dated June 18, 2018, between Thunder Bridge and the Transfer Agent, which governs Thunder Bridge’s outstanding warrants.

4

Warrant Amendment” means the amendment of the Warrant Agreement governing Thunder Bridge’s outstanding warrants to provide that, immediately prior to the consummation of the Business Combination, (i) each of Thunder Bridge’s outstanding warrants, which currently entitle the holder thereof to purchase one Class A ordinary share of Thunder Bridge at an exercise price of $11.50 per share, will become exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share), (ii) each holder of a warrant will receive, for each such warrant, the Warrant Cash Payment and (iii) each Private Placement Warrant will become redeemable and exercisable on the same basis as the Public Warrants. The full text of the Warrant Amendment is attached to this proxy statement/prospectus as Annex G.

Warrant Amendment Proposal” means the proposal to be considered at the Warrant Holders Meeting to approve and consent to amend the Warrant Amendment.

Warrant Cash Payment” means the payment of $1.50 to be paid to the Public Warrant Holders for each Public Warrant they own pursuant to the Warrant Amendment (although the Warrant Amendment provides that the holders of the Private Placement Warrants are also entitled to receive such payment, such payment for the Private Placement Warrants has been waived by the holders thereof).

Warrant Holders Adjournment Proposal” means the proposal to be considered at the Warrant Holders Meeting to adjourn the Warrant Holders Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Thunder Bridge that more time is necessary or appropriate to approve the Warrant Amendment Proposal.

Warrant Holders Meeting” means the special meeting of the Public Warrant Holders, to be held prior to the Shareholders Meeting at 9:30 a.m. Eastern Time on July 10, 2019 at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, and any adjournments or postponements thereof.

Warrant Holder Proposals” means, collectively, the Warrant Amendment Proposal and the Warrant Holders Adjournment Proposal.

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to the Company’s stockholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus):

1.      No Public Shareholders exercise their Redemption Rights in connection with the Closing of the Business Combination, and the balance of the Trust Account as of the Closing is the same as its balance on May 31, 2019 of $265,948,737. Please see the section entitled “Shareholders Meeting and Warrant Holders Meeting — Redemption Rights”.

2.      No Thunder Bridge warrant holders exercise any of the 25,800,000 Public Warrants or the 8,000,000 Private Placement Warrants (after giving effect to the Warrant Amendment) that will remain outstanding following the Business Combination.

3.      All Post-Merger Repay Units are exchanged for Class A common stock at such time (even if not yet permitted under the terms of the Exchange Agreement). Please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Related Agreements — Exchange Agreement”.

4.       The Sponsor forfeits 2,335,000 of its Class B ordinary shares and the Sponsor and Cantor forfeit 830,000 of their Private Placement Warrants at the Closing in accordance with the Sponsor Letter Agreement and the Cantor Forfeiture Agreement (as defined below), and, except with respect to the calculation of the number of shares calculated under the 2019 Equity Incentive Plan, the Sponsor forfeits the 2,965,000 shares of Class A common stock to be held in escrow in accordance with the Sponsor Letter Agreement. The calculations for the 2019 Equity Incentive Plan assume that the 2,965,000 shares held in escrow are outstanding and not forfeited for failing to vest. Thunder Bridge’s transaction expenses are $24,173,024, of which $20,173,024 will apply against the $21,750,000 Thunder Bridge expense cap under the Sponsor Letter Agreement, and none of the escrowed Sponsor shares of Class A common stock will be forfeited for Thunder Bridge transaction expenses being in excess of the expense cap. Please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Related Agreements — Sponsor Letter Agreement”.

5

5.      No Earn-Out Units are issued, except with respect to the calculation of the number of shares calculated under the 2019 Equity Incentive Plan, which includes the Earn-Out Units. Please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — The Merger Agreement — The Earn-Out”.

6.      The Debt Financing is consummated in accordance with its terms for $170,000,000. Please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — The Merger Agreement — Financing”.

7.      The PIPE Financing is consummated in accordance with its terms for $135 million, with Thunder Bridge issuing 13.5 million shares of Class A ordinary shares to the PIPE Investors. Please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Related Agreements — Subscription Agreements; Lock-up Agreements”.

8.      The aggregate amount paid for the Warrant Cash Payment for all Public Warrant Holders is $38,700,000. Please see the section entitled “Warrant Holder Proposal 1: The Warrant Amendment Proposal”.

9.      The Company Balance Sheet Allocation is $50,000,000 and the resulting Cash Consideration is $335,669,570 (before deducting the amount for the Cash Escrow and the Repay Securityholder Representative Amount). Please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — The Merger Agreement — Merger Consideration”.

10.    For the Closing Adjustment Items: (a) the expected Indebtedness of the Target Companies as of the Closing (assuming for these purposes a June 30, 2019 Closing Date) is $93,300,000; (b) the unpaid transaction expenses of the Target Companies are $23,455,020 as of the Closing; (c) estimated Employee Payments of $6,501,123; (d) the net working capital of the Target Companies (excluding cash and cash equivalents, indebtedness, transaction expenses and Employee Payments and otherwise based on certain specified accounts) as of the Closing is equal to the target net working capital amount of $4,000,000, and there is no net working capital adjustment; and (e) the Target Companies have $13,000,000 in cash and cash equivalents as of immediately prior to the Effective Time. Please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — The Merger Agreement — Merger Consideration”.

11.    There are no post-Closing adjustments to the Closing Adjustment Items. Please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — The Merger Agreement — The Escrow Units and Cash Escrow”.

12.     The Escrow Units are treated as if owned by the Repay Equity Holders, although they will be held in escrow and subject to return and cancellation by the Company. Please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — The Merger Agreement — The Escrow Units and Cash Escrow”.

13     Other than the PIPE Financing, there are no other issuances of equity securities of Thunder Bridge prior to or in connection with the Closing, including any equity awards that may be issued under the proposed 2019 Equity Incentive Plan following the Business Combination, including 2,047,851 shares of restricted Class A common stock currently expected to be issued to certain members of the management of Repay or that may be issued to directors of the Company after the Closing as described under the section entitled “Shareholder Proposal 3: The 2019 Equity Incentive Plan Proposal” and the section entitled “Executive Compensation of Repay — Key Compensation Actions in 2019 — Equity Grants.

Market and Industry Data

Information contained in this prospectus/proxy statement concerning the market and the industry in which Repay competes, including its market position, general expectations of market opportunity and market size, is based on information from various third-party sources, on assumptions made by Repay based on such sources and Repay’s knowledge of the markets for its services and solutions. In addition, Repay has commissioned an independent research report from Stax Inc. (“Stax”) for market and industry information to be used by Repay. Any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources, including the report from Stax, generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. The industry in which Repay operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this prospectus/proxy statement are subject to change based on various factors, including those described in the section entitled “Risk Factors — Risks Related to Repay’s Business” and elsewhere in this proxy statement/prospectus.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for Thunder Bridge and Repay to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

•        the benefits of the Business Combination;

•        the future financial performance of the Company following the Business Combination;

•        changes in the market for Repay’s services;

•        expansion plans and opportunities; and

•        other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and Thunder Bridge and Repay managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of Thunder Bridge, Repay and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing Thunder Bridge’s views as of any subsequent date. Thunder Bridge does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares or warrants on the Proposals. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•        the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Merger Agreement;

•        the outcome of any legal proceedings that may be instituted against Repay or Thunder Bridge following announcement of the proposed Business Combination and transactions contemplated thereby;

•        the inability to complete the Business Combination due to the failure to obtain approval of the Thunder Bridge shareholders or Public Warrant Holders, the inability to complete the PIPE Financing, the failure of Thunder Bridge to obtain the debt financing required by the Merger Agreement or otherwise retain sufficient cash in the Trust Account or find replacement cash to meet the requirements of the Merger Agreement or the failure to meet other conditions to closing in the Merger Agreement;

•        the inability to maintain the listing of the Class A common stock of the Company on Nasdaq following the Business Combination;

•        the risk that the proposed Business Combination disrupts current plans and operations;

•        the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of the Company to grow and manage growth profitably;

•        costs related to the Business Combination;

•        changes in the payment processing market in which Repay competes, including with respect to its competitive landscape, technology evolution or changes in applicable laws or regulations;

•        changes in the vertical markets that Repay targets;

•        changes to Repay’s relationships within the payment ecosystem;

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•        the inability to launch new Repay services and products or to profitably expand into new markets;

•        the inability to execute Repay’s growth strategies, including identifying and executing acquisitions;

•        the inability to develop and maintain effective internal controls;

•        the exposure to any liability, protracted and costly litigation or reputational damage relating to Repay’s data security;

•        the possibility that Repay or Thunder Bridge may be adversely affected by other economic, business, and/or competitive factors; and

•        other risks and uncertainties indicated in this proxy statement/prospectus, including those set forth under the section entitled “Risk Factors.”

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus, but does not contain all of the information that may be important to you. To better understand the Proposals to be considered at the Shareholders Meeting, including the Business Combination Proposal, and the Warrant Holders Meeting, whether or not you plan to attend such meetings, we urge you to read this proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 46. See also the section entitled “Where You Can Find More Information.”

Parties to the Business Combination

Thunder Bridge

Thunder Bridge was incorporated as a Cayman Islands exempted company on September 18, 2017 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, one or more businesses or entities. On September 20, 2017, the Founder Shares (an aggregate of 5,750,000 Class B ordinary shares) were sold to the Sponsor at a price of approximately $0.004 per share, for an aggregate price of $25,000. On June 18, 2018, Thunder Bridge effectuated a 1.125 for 1 dividend of its ordinary shares resulting in an aggregate of 6,468,750 Founder Shares issued and outstanding.

On June 21, 2018, Thunder Bridge completed its IPO of 22,500,000 units. Each unit consists of one Class A ordinary share and one warrant, with each warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share. The units were sold at a price of $10.00 per Unit, generating gross proceeds to Thunder Bridge of $225,000,000. Pursuant to an option granted to Cantor, the representative of the several underwriters in the IPO, on June 28, 2018, the underwriters partially exercised the option and purchased 3,300,000 units, generating gross proceeds of $33,000,000. As a result of the underwriters not exercising the over-allotment in full, 18,750 Founder Shares were forfeited, resulting in an aggregate of 6,450,000 Founder Shares issued and outstanding. In addition, Thunder Bridge completed the sale of the Private Placement Warrants (8,830,000 warrants at a price of $1.00 per warrant) in a private placement to the Sponsor and Cantor, generating gross proceeds of $8,830,000. A total of $260,580,000 of the net proceeds from the IPO and the Private Placement Warrants were deposited in the Trust Account established for the benefit of the Public Shareholders and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest except those certain amounts withdrawn in order to pay tax obligations. As of May 31, 2019, there was approximately $265.9 million held in the Trust Account.

Thunder Bridge’s principal executive offices are located at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066 and its phone number is (202) 431-0507.

Merger Sub

Merger Sub is a Delaware limited liability company and wholly-owned subsidiary of Thunder Bridge formed on January 16, 2019. In the Merger, Merger Sub will merge with and into Repay with Repay being the surviving entity and becoming a wholly-owned subsidiary of the Company.

Merger Sub’s principal executive offices are located at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066 and its phone number is (202) 431-0507.

Repay

Headquartered in Atlanta, Georgia, Repay’s legacy business was founded as M & A Ventures, LLC, a Georgia limited liability company (“M & A Ventures”), in 2006 by current executives John Morris and Shaler Alias. In 2013, as a result of its acquisition by certain investment funds affiliated with a private equity firm, M & A Ventures became a wholly-owned subsidiary of Repay Holdings, LLC, a Delaware limited liability company (“Repay Holdings”). Hawk Parent Holdings LLC, a Delaware limited liability company (referred to as Repay), was formed in 2016 in connection with the acquisition of a majority interest in Repay Holdings, LLC and its subsidiaries by investment funds sponsored by, or affiliated with, Corsair Capital LLC. Repay is a holding company with no operations of its own, and its business operations are conducted almost entirely through M & A Ventures and other subsidiaries of Repay Holdings.

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Repay provides integrated payment processing solutions to industry-oriented markets in which merchants have specific transaction processing needs, which markets we refer to as “vertical markets” or “verticals.” Repay’s proprietary, integrated payment technology platform reduces the complexity of the electronic payments process for merchants, while enhancing their consumers’ overall experience. Repay charges its clients processing fees based on the volume of payment transactions processed and other transaction or service fees. Repay intends to continue to strategically target verticals where it believes its ability to tailor payment solutions to its clients’ needs, its deep knowledge of the vertical markets and the embedded nature of Repay’s integrated payment solutions will drive strong growth by attracting new clients and fostering long-term client relationships.

Repay’s principal executive offices are located at 3 West Paces Ferry Road, Suite 200, Atlanta, Georgia 30305 and its phone number is (404) 504-7474.

Repay Securityholder Representative

Corsair is acting as the Repay Securityholder Representative pursuant to the Merger Agreement. Corsair is a Delaware limited liability company formed on July 12, 2016, and is owned and managed by investment funds sponsored by Corsair Capital LLC. Corsair currently holds approximately 75% of the limited liability company membership interests in Repay.

The Repay Securityholder Representative’s principal executive offices are located at c/o Corsair Capital LLC, 717 Fifth Avenue, 24th Floor, New York, NY 10022 and its phone number is (212) 224-9400.

The Proposals to be Submitted at the Shareholders Meeting

Shareholder Proposal 1: The Domestication Proposal

Thunder Bridge is proposing to change its corporate structure and domicile by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware. The Domestication will become effective simultaneously with the completion of the Business Combination and will be effected by the filing of a Certificate of Corporate Domestication and a Certificate of Incorporation with the Delaware Secretary of State and the filing of an application to de-register with the Registrar of Companies of the Cayman Islands and all outstanding securities of Thunder Bridge will convert to outstanding securities of the continuing Delaware corporation, as described in more detail in this proxy statement/prospectus. Upon the effectiveness of the Domestication, Thunder Bridge will continue its existence in the form of a Delaware corporation and will change its corporate name to “Repay Holdings Corporation.” Please read the section entitled “Shareholder Proposal 1: The Domestication Proposal.

Shareholder Proposal 2: The Business Combination Proposal

Thunder Bridge and Repay have agreed to the Business Combination under the terms the Merger Agreement. Pursuant to the terms set forth in the Merger Agreement, subject to the satisfaction or waiver of the conditions to the Closing therein, simultaneously with completion of the Domestication, Merger Sub will merge with and into Repay, with Repay continuing as the surviving entity and becoming a subsidiary of the Company.

Merger Agreement

In connection with the completion of the Merger, the Repay Equity Holders will collectively receive as consideration for their existing limited liability company interests of Repay:

(i)      an amount of cash based on (x) the cash and cash equivalents of Thunder Bridge and the Target Companies as of the Closing (including remaining funds in the Trust Account after the Redemption of Thunder Bridge’s Public Shareholders and the proceeds from any debt or equity financing), less (y) the sum of (A) Thunder Bridge’s and the Target Companies’ unpaid transaction expenses, (B) the indebtedness of the Target Companies, (C) certain payments to be made to employees, independent contractors, directors, managers or officers of the Target Companies as a result of the Merger, (D) a cash reserve of $10,000,000, (E) an amount of $150,000 to be set aside in escrow pursuant to the Merger Agreement (the “Cash Escrow”), (F) $2,000,000 in cash to be held by the Repay Securityholder Representative to pay its costs and expenses (with any remainder after such payments delivered to the Repay Equity Holders) (the

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“Repay Securityholder Representative Amount”), (G) the aggregate Warrant Cash Payment to all Public Warrant Holders and (H) if after aggregating the foregoing amounts, there is more than $260,000,000 in available cash, up to an additional $50,000,000 to be retained by the post-Closing company for general corporate purposes, including to pay down debt or fund acquisitions; provided, that if the amount of cash consideration is less than $260 million prior to deducting the Cash Escrow and the Repay Securityholder Representative Amount (or $257.85 million after such deduction), Repay is not required to close (or alternatively has the right to receive additional Post-Merger Repay Units in lieu of the amount of such cash shortfall calculated based on a per-unit value of $10.00);

(ii)    a number of Post-Merger Repay Units (calculated based on a per-unit value of $10.00) equal to: (A) $580,650,000 less (B) the cash consideration received by the Repay Equity Holders pursuant to clause (i) above (prior to deducting for the Cash Escrow and the Repay Securityholder Representative Amount) and (C) reduced (or increased if such amount is negative) by an amount equal to the sum of certain Closing Adjustment Items pursuant to the Merger Agreement (which amounts will be estimated at the Closing and subject to a post-Closing true-up); which Post-Merger Repay Units will be exchangeable for shares of Class A common stock on a one-for-one basis (subject to customary conversion rate adjustments, including for stock splits, stock dividends and reclassifications and other terms of the Exchange Agreement), with 60,000 of such Post-Merger Repay Units (the “Escrow Units”) being set aside in escrow pursuant to the Merger Agreement for post-Closing true-up adjustments for the Closing Adjustment Items pursuant to the Merger Agreement and described in the section entitled “Shareholder Proposal 2: The Business Combination Proposal — The Merger Agreement — Merger Consideration”;

(iii)   the contingent right to receive any remaining amounts of (A) the Cash Escrow, (B) the Repay Securityholder Representative Amount and (C) the Escrow Units, and

(iv)   the contingent right to receive up to 7,500,000 Post-Merger Repay Units, subject to the satisfaction of certain stock-price based performance thresholds (the “Earn-Out Units”), less any such Post-Merger Repay Units paid in satisfaction of certain transaction expenses.

Additionally, pursuant to the Subscription and Distribution Agreement between the Company and Repay, immediately following the completion of the Merger, (i) the Company will issue to Repay one hundred shares of Class V common stock of the Company and (ii) Repay will distribute one share of Class V common stock to each member of Repay (the “Class V Holders”). The Class V common stock provides no economic rights in the Company to the holder thereof; however, each Class V Holder will be entitled to vote with the holders of Class A common stock of the Company, with each Class V share entitling the holder to a number of votes equal to the number of Post-Merger Repay Units held by such Class V Holder at the time of such vote (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications).

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Organizational Structure

The diagrams below depict simplified versions of the current organizational structures of Thunder Bridge and Repay, respectively.

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The diagram below depicts a simplified version of our organizational structure immediately following the completion of the Business Combination.

Our organizational structure following the completion of the Business Combination, as described above, is commonly referred to as an umbrella partnership-C (or Up-C) corporation structure. This organizational structure will allow the Repay Equity Holders to retain their equity ownership in Repay, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Post-Merger Repay Units. Those investors who, prior to the Business Combination, held Class A ordinary shares or Class B ordinary shares of Thunder Bridge will, by contrast, hold their equity ownership in Repay Holdings Corporation, a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes. We believe that the Repay Equity Holders will generally find it advantageous to continue to hold their equity interests in an entity that is not taxable as a corporation for U.S. federal income tax purposes. We do not believe that our Up-C organizational structure will give rise to any significant business or strategic benefit or detriment to us. See the section entitled “Risk Factors — Risks Related to the Domestication and the Business Combination” for additional information on our organizational structure, including the Tax Receivable Agreement.

Following the Closing, pursuant to a Tax Receivable Agreement between the Company and the Repay Equity Holders, the Company will pay to exchanging holders of Post-Merger Repay Units 100% of the tax savings that the Company realizes (a portion of which will be paid in turn to certain service providers on behalf of them in respect of certain transaction expenses) as a result of increases in tax basis in Repay’s assets as a result of the exchange of

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the Post-Merger Repay Units for shares of Class A common stock pursuant to the Exchange Agreement and 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. For more information on the Tax Receivable Agreement, please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

The obligations of the parties to the Merger Agreement to effect the Closing are subject to a number of closing conditions, including, among others:

With respect to the obligations of all of the parties to the Merger Agreement:

•        termination or expiration of the waiting period under the HSR Act, which waiting period was terminated on April 15, 2019,

•        approval by Thunder Bridge’s shareholders of the Domestication Proposal, the Business Combination Proposal, the Director Election Proposal and the Nasdaq Proposal and the approval by the Public Warrant Holders of the Warrant Amendment Proposal,

•        the effectiveness of the registration statement (of which this proxy statement/prospectus forms a part), and

•        immediately prior to the Closing, after giving effect to the completion of the Redemptions, Thunder Bridge, without regard to any assets or liabilities of the Target Companies, having net tangible assets of at least $5,000,001.

With respect to the obligations of Repay, among others:

•        Thunder Bridge having delivered cash consideration to Repay equal to at least $260 million (less $2 million to be set aside for Repay Securityholder Representative expenses and $150,000 deposited in the Cash Escrow to satisfy certain additional potential pre-Closing taxes and related expenses of Repay),

•        after giving effect to the completion of the Closing, the indebtedness of the Company not exceeding $210 million,

•        upon the completion of the Closing, no person or group (excluding any Repay Equity Holder, the Sponsor or any PIPE Investor) owning in excess of 9.9% of the issued and outstanding shares of Company common stock, and no three persons or groups (excluding any Repay Equity Holder, the Sponsor or any PIPE Investor) owning in the aggregate in excess of 25% of the issued and outstanding shares of Company common stock,

•        the Class A common stock (including the shares of Class A common stock issuable in connection with the Domestication and upon exchange of Post-Merger Repay Units) having been listed on Nasdaq and being eligible for continued listing on Nasdaq following the Closing and after giving effect to the Redemptions (as if it were a new initial listing by an issuer that had never been listed prior to Closing),

•        the existing directors of Thunder Bridge having resigned and the nine directors set forth in the Merger Agreement (or their replacements) having been appointed or elected to the Company Board in accordance with the DGCL, and

•        the completion of the Domestication simultaneously with the Business Combination.

See the section entitled “Shareholder Proposal 2: The Business Combination Proposal” for a summary of the terms of the Merger Agreement and additional information regarding the terms of the Business Combination Proposal.

Shareholder Proposal 3: The 2019 Equity Incentive Plan Proposal

Thunder Bridge is proposing that its shareholders approve the 2019 Equity Incentive Plan which will become effective upon the Closing and will be used by the Company on a going-forward basis following the Closing. A summary of the 2019 Equity Incentive Plan is set forth in the section entitled “Shareholder Proposal 3: The 2019 Equity Incentive Plan Proposal” of this proxy statement/prospectus and a complete copy of the 2019 Equity Incentive Plan is attached hereto as Annex C.

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Shareholder Proposal 4: The Director Election Proposal

Thunder Bridge is proposing that its shareholders approve the election of nine directors to serve staggered terms on the Company Board until the 2020, 2021 and 2022 annual meeting of stockholders, respectively, and until their respective successors are duly elected and qualified. A summary of the Director Election Proposal is set forth in the section entitled “Shareholder Proposal 4: The Director Election Proposal” of this proxy statement/prospectus.

Shareholder Proposal 5: The Articles Amendment Proposal

Thunder Bridge is proposing that its shareholders approve an amendment to the Memorandum and Articles of Association so that the prohibition on Thunder Bridge’s having net tangible assets of less than $5,000,001 upon the completion of a business combination is revised to apply immediately prior to the completion of a business combination and measures only the net tangible assets of Thunder Bridge, without regard to the assets or liabilities of the target company of such business combination and its subsidiaries, so that Thunder Bridge may have more flexibility in effecting the Business Combination. A summary of the Articles Amendment Proposal is set forth in the section entitled “Shareholder Proposal 5: The Articles Amendment Proposal” of this proxy statement/prospectus.

Shareholder Proposal 6: The Nasdaq Proposal

Thunder Bridge is proposing that its shareholders approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 13.5 million Class A ordinary shares pursuant to the Subscription Agreements in the PIPE Financing in connection with the completion of the Business Combination. A summary of the Nasdaq Proposal is set forth in the section entitled “Shareholder Proposal 6: The Nasdaq Proposal” of this proxy statement/prospectus.

Shareholder Proposal 7: The Shareholder Adjournment Proposal

The Shareholder Adjournment Proposal, if adopted, will allow the Thunder Bridge Board to adjourn the Shareholders Meeting to a later date or dates, including, if necessary to permit further solicitation and vote of proxies if it is determined by Thunder Bridge that more time is necessary or appropriate to approve one or more Shareholder Proposals at the Shareholders Meeting. A summary of the Shareholder Adjournment Proposal is set forth in the section entitled “Shareholder Proposal 7: The Shareholder Adjournment Proposal” of this proxy statement/prospectus.

The Proposals to be Submitted at the Warrant Holders Meeting

Warrant Holder Proposal 1: The Warrant Amendment Proposal

Thunder Bridge is proposing that its Public Warrant Holders approve the Warrant Amendment to provide that, immediately prior to the consummation of the Business Combination, (i) each of Thunder Bridge’s outstanding warrants, which currently entitle the holder thereof to purchase one Class A ordinary share of Thunder Bridge at an exercise price of $11.50 per share, will become exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share), (ii) each holder of a warrant will receive, for each such warrant, the Warrant Cash Payment of $1.50 (although the holders of the Private Placement Warrants have waived their rights to receive such payment) and (iii) each Private Placement Warrant will become redeemable and exercisable on the same basis as the Public Warrants. The Business Combination will not be consummated unless the Warrant Amendment Proposal is approved by holders of at least 65% of the outstanding Public Warrants, even if the Business Combination Proposal is approved by Thunder Bridge’s shareholders. A summary of the Warrant Amendment Proposal is set forth in the section entitled “Warrant Holder Proposal 1: The Warrant Amendment Proposal” of this proxy statement/prospectus and a complete copy of the Warrant Amendment is attached hereto as Annex G.

Warrant Holder Proposal 2: The Warrant Holders Adjournment Proposal

The Warrant Holders Adjournment Proposal, if adopted, will allow the Thunder Bridge Board to adjourn the Warrant Holders Meeting to a later date or dates, including, if necessary to permit further solicitation and vote of proxies if it is determined by Thunder Bridge that more time is necessary or appropriate to approve the Warrant Amendment Proposal. A summary of the Warrant Holders Adjournment Proposal is set forth in the section entitled “Warrant Holder Proposal 2: The Warrant Holders Adjournment Proposal” of this proxy statement/prospectus.

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The Shareholders Meeting and the Warrant Holders Meeting

Date, Time and Place of Shareholders Meeting

The Shareholders Meeting will be held following the Warrant Holders Meeting at 10:00 a.m. Eastern time, on July 10, 2019, at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, or at such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the Shareholder Proposals.

Date, Time and Place of Warrant Holders Meeting

The Warrant Holders Meeting will be held prior to the Shareholders Meeting at 9:30 a.m. Eastern time, on July 10, 2019, at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, or at such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the Warrant Holder Proposals.

Record Date; Outstanding Shares and Public Warrants; Shareholders and Warrant Holders Entitled to Vote

Thunder Bridge has fixed the close of business on May 24, 2019, as the Record Date for determining the Thunder Bridge shareholders and Public Warrant Holders entitled to notice of and to attend and vote at the Shareholders Meeting and the Warrant Holders Meeting, respectively.

As of the close of business on such date, there were 25,800,000 Class A ordinary shares and 6,450,000 Founder Shares outstanding and entitled to vote. The Class A ordinary shares and the Founder Shares vote together as a single class, except in the election of directors, as to which only the Founder Shares vote, and each share is entitled to one vote per share at the Shareholders Meeting. The Sponsor owns 6,450,000 Founder Shares, which are Class B ordinary shares of Thunder Bridge. Pursuant to the Insider Letter Agreement among Thunder Bridge, the Sponsor and Thunder Bridge’s directors and officers, (i) the 6,450,000 Founder Shares owned by the Sponsor and (ii) any other ordinary shares of Thunder Bridge owned by the Sponsor or Thunder Bridge’s officers and directors will be voted in favor of the Business Combination Proposal at the Shareholders Meeting. Under the Merger Agreement, Thunder Bridge agreed to enforce the voting obligations contained in the Insider Letter Agreement against the Sponsor and the Thunder Bridge officers and directors.

As of the close of business on such Record Date, there were 25,800,000 Public Warrants outstanding. Public Warrant Holders will have one vote for each Public Warrant owned at the close of business on the Record Date.

Proxy Solicitation

Proxies with respect to the Shareholders Meeting and Warrant Holders Meeting may be solicited by telephone, by facsimile, by mail, on the Internet or in person. Thunder Bridge has engaged Morrow Sodali LLC to assist in the solicitation of proxies. If a shareholder or Public Warrant Holder grants a proxy, it may still vote its shares or Public Warrants, as applicable, in person if it revokes its proxy before the Shareholders Meeting or Warrant Holders Meeting. A shareholder or Public Warrant Holder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Shareholders Meeting and Warrant Holders Meeting — Revoking Your Proxy — Changing Your Vote.”

Quorum and Required Vote

A quorum of Thunder Bridge shareholders is necessary to hold the Shareholders Meeting. The presence, in person or by proxy, of Thunder Bridge shareholders representing a majority of the ordinary shares issued and outstanding on the Record Date and entitled to vote on the Shareholder Proposals to be considered at the Shareholders Meeting will constitute a quorum for the Shareholders Meeting.

Each of the Domestication Proposal, the Business Combination Proposal, the Director Election Proposal, the Articles Amendment Proposal, the Nasdaq Proposal and the Warrant Amendment Proposal is interdependent upon the others and must be approved in order for Thunder Bridge to complete the Business Combination as contemplated by the Merger Agreement. The Business Combination Proposal, the 2019 Equity Incentive Plan Proposal, the Nasdaq Proposal and the Shareholder Adjournment Proposal will require an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of the Thunder Bridge Shares that are present and vote at

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the Shareholders Meeting. The Domestication Proposal and the Articles Amendment Proposal must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the Thunder Bridge Shares as of the Record Date that are present and vote at the Shareholders Meeting. The election of directors pursuant to the Director Election Proposal will require an ordinary resolution of the holders of the Thunder Bridge Class B ordinary shares as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of the Thunder Bridge Class B ordinary shares that are present and vote at the Shareholders Meeting.

The Warrant Amendment Proposal requires the affirmative vote by the holders of at least 65% of the outstanding Public Warrants. If any of the Domestication Proposal, the Business Combination Proposal, the Director Election Proposal, the Articles Amendment Proposal, the Nasdaq Proposal or the Warrant Amendment Proposal fails to receive the required approval, none of the Proposals will be approved and the Business Combination will not be completed.

Regulatory Approvals

The Business Combination and the transactions contemplated by the Merger Agreement are not subject to any additional regulatory requirement or approval, except for (i) filings with Cayman Islands and Delaware necessary to effectuate the Domestication, (ii) filings required with the SEC in pursuant to the reporting requirements applicable to Thunder Bridge, and the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934, including the requirement to file the registration statement of which this proxy statement/prospectus forms a part and to disseminate this proxy statement/prospectus to Thunder Bridge’s shareholders and (iii) filings required under the HSR Act in connection with the Business Combination. The U.S. Federal Trade Commission granted early termination of the applicable waiting period under the HSR Act on April 15, 2019. Thunder Bridge must comply with applicable United States federal and state securities laws in connection with the Domestication, including the filing with Nasdaq of a press release disclosing the Domestication, among other things.

Appraisal Rights

Neither Thunder Bridge’s shareholders nor its Public Warrant Holders have appraisal rights under the Companies Law or otherwise in connection with the Business Combination Proposal or the other Proposals.

Material U.S. Federal Income Tax Consequences

As discussed more fully under the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Thunder Bridge Shareholders and Warrant Holders” below, it is intended that the Domestication will constitute a tax-free reorganization within the meaning of Section 368(a)(l)(F) of the Code. Assuming that the Domestication so qualifies, U.S. Holders (as defined in such section) of Thunder Bridge Shares will be subject to Section 367(b) of the Code and, as a result:

•        A U.S. Holder of Thunder Bridge Shares whose Thunder Bridge Shares have a fair market value of less than $50,000 on the date of the Domestication will not recognize any gain or loss and will not be required to include any part of Thunder Bridge’s earnings in income;

•        A U.S. Holder of Thunder Bridge Shares whose Thunder Bridge Shares have a fair market value of $50,000 or more, but who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Thunder Bridge Shares entitled to vote will generally recognize gain (but not loss) on the exchange of Thunder Bridge Shares for shares in the Company (a Delaware corporation) pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend the “all earnings and profits amounts,” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to their Thunder Bridge Shares, provided certain other requirements are satisfied. Thunder Bridge does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication; and

•        A U.S. Holder of Thunder Bridge Shares whose Thunder Bridge Shares have a fair market value of $50,000 or more, and who on the date of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of Thunder Bridge Shares entitled to vote will generally be required to include in income as a dividend the “all earnings and profits amount,” (as defined in Treasury Regulation Section 1.367(b)-2(d))) attributable to its Thunder Bridge Shares, provided certain other requirements are satisfied. Thunder Bridge does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

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Furthermore, even if the Domestication qualifies as a reorganization under Section 368(a) of the Code, a U.S. Holder of Thunder Bridge Shares may still recognize gain (but not loss) upon the exchange of its Thunder Bridge Shares for the common stock of the Delaware corporation pursuant to the Domestication under the “passive foreign investment company,” or PFIC, rules of the Code equal to the excess, if any, of the fair market value of the common stock of the Delaware corporation received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding Thunder Bridge Shares surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. In such event, the U.S. Holder’s aggregate tax basis in the common stock of the Delaware corporation received in connection with the Domestication should be the same as the aggregate tax basis of Thunder Bridge Shares surrendered in the transaction, increased by any amount included in the income of such U.S. Holder under the PFIC rules. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Thunder Bridge Shareholders and Warrant Holders — U.S. Holders PFIC Considerations.

A U.S. Holder of Warrants should recognize capital gain or loss with respect to the Warrant Amendment, and the amount of such capital gain or loss should be equal to the difference between the amount of cash received and three-fourths of the U.S. Holder’s adjusted tax basis in the Warrants. However, since Thunder Bridge has likely been a PFIC since its inception, the tax on any gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the tax consequences of the Warrant Amendment, see the discussion in the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Thunder Bridge Shareholders and Warrant Holders — Tax Consequences of the Warrant Amendment to U.S. Holders of Warrants.

For a description of the tax consequences for Public Shareholders holders exercising Redemption Rights in connection with the Business Combination, see the sections entitled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Thunder Bridge Shareholders and Warrant Holders — Tax Consequences to U.S. Holders That Elect to Have Their Thunder Bridge Shares Converted for Cash” and “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Thunder Bridge Shareholders and Warrant Holders — Tax Consequences to Non-U.S. Holders That Elect to Have Their Thunder Bridge Shares Converted for Cash.”

Recommendation to Shareholders and Warrant Holders of Thunder Bridge

The Thunder Bridge Board has unanimously approved the Shareholder Proposals and the Warrant Holder Proposals.

The Board unanimously recommends that shareholders:

•        Vote “FOR” the Domestication Proposal;

•        Vote “FOR” the Business Combination Proposal;

•        Vote “FOR” the 2019 Equity Incentive Plan Proposal;

•        Vote “FOR” the election of each of the directors pursuant to the Director Election Proposal;

•        Vote “FOR” the Articles Amendment Proposal;

•        Vote “FOR” the Nasdaq Proposal; and

•        Vote “FOR” the Shareholder Adjournment Proposal, if it is presented at the Shareholders Meeting.

The Board unanimously recommends that Public Warrant Holders:

•        Vote “FOR” the Warrant Amendment Proposal; and

•        Vote “FOR” the Warrant Holders Adjournment Proposal, if it is presented at the Warrant Holders Meeting.

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The existence of any financial and personal interests of one or more of Thunder Bridge’s directors may be argued to result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Thunder Bridge and its shareholders and warrant holders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders and Public Warrant Holders vote for the Proposals. See the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Interests of Thunder Bridge’s Directors and Officers and Others in the Business Combination” in this proxy statement/prospectus for a further discussion of such interests and potential conflicts of interest.

Risk Factors

In evaluating the Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors” beginning on page 46.

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QUESTIONS AND ANSWERS

Q.     Why am I receiving this proxy statement/prospectus?

A.     You are receiving this proxy statement/prospectus in connection with the meetings of Thunder Bridge’s shareholders and the Public Warrant Holders. Thunder Bridge is holding the Shareholders Meeting and the Warrant Holders Meeting to consider and vote upon the Proposals described below. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Thunder Bridge’s shareholders are being asked to consider and vote upon the Domestication Proposal to change the corporate structure and domicile of Thunder Bridge by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware. The Domestication will be effected by Thunder Bridge filing a Certificate of Corporate Domestication and a Certificate of Incorporation with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands and all outstanding securities of Thunder Bridge will convert to outstanding securities of the Company, as described in more detail in this proxy statement/prospectus. In connection with the Domestication, and simultaneously with the Business Combination, Thunder Bridge will change its corporate name to “Repay Holdings Corporation.” The Domestication will become effective simultaneously with the completion of the Business Combination. The form of the proposed Delaware Certificate of Incorporation of the Company is attached to this proxy statement/prospectus as Annex A. See the section entitled “Shareholder Proposal 1: The Domestication Proposal.

Thunder Bridge’s shareholders are also being asked to consider and vote upon the Business Combination Proposal to approve the Merger Agreement and the Business Combination contemplated thereby. The Merger Agreement provides that, among other things, Thunder Bridge’s wholly-owned subsidiary, Merger Sub, will merge with and into Repay, with Repay continuing as the surviving entity and becoming a subsidiary of the Company. Shareholder approval of the Merger Agreement and the transactions contemplated thereby is required by the Merger Agreement and the Memorandum and Articles of Association. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex B and Thunder Bridge encourages its shareholders to read it in its entirety. See the section entitled “Shareholder Proposal 2: The Business Combination Proposal.”

Thunder Bridge’s shareholders are also being asked to consider and vote upon the 2019 Equity Incentive Plan Proposal to adopt the 2019 Equity Incentive Plan. Among other things, the 2019 Equity Incentive Plan, which would become effective upon the completion of the Business Combination, is intended to maintain and strengthen the Company’s ability to attract and retain key employees, directors, consultants and certain other individuals providing services to the Company and to motivate them to remain focused on long-term shareholder value. See the section entitled “Shareholder Proposal 3: The 2019 Equity Incentive Plan Proposal.” A copy of the 2019 Equity Incentive Plan is attached to this proxy statement/prospectus as Annex C, and Thunder Bridge encourages its shareholders to read the plan in its entirety.

Thunder Bridge’s Class B shareholders are also being asked to vote upon the Director Election Proposal to elect nine directors to serve staggered terms on the Company Board until the 2020, 2021 and 2022 annual meeting of stockholders, respectively and until their respective successors are duly elected and qualified. See the section entitled “Shareholder Proposal 4: The Director Election Proposal.”

Thunder Bridge’s shareholders are also being asked to consider and vote upon an amendment to the Memorandum and Articles of Association so that the prohibition on Thunder Bridge’s having net tangible assets of less than $5,000,001 upon the completion of a business combination is revised to apply immediately prior to the completion of a business combination and measures only the net tangible assets of Thunder Bridge, without regard to the assets or liabilities of the target company of such business combination or its subsidiaries, so that Thunder Bridge may have more flexibility in effecting the Business Combination. See the section entitled “Shareholder Proposal 5: The Articles Amendment Proposal.”

Thunder Bridge’s shareholders are also being asked to consider and vote upon the Nasdaq Proposal, for purposes of complying with Nasdaq Listing Rule 5635(d), which relates to the issuance of 13.5 million Class A ordinary shares pursuant to the Subscription Agreements in the PIPE Financing in connection with the completion of the Business Combination. See the section entitled “Shareholder Proposal 6: The Nasdaq Proposal.”

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Thunder Bridge’s shareholders are also being asked to consider and vote upon the Shareholder Adjournment Proposal to adjourn the Shareholders Meeting to a later date or dates, including, if necessary, including to permit further solicitation and vote of proxies if it is determined by Thunder Bridge that more time is necessary or appropriate to approve one or more Shareholder Proposals at the Shareholders Meeting. See the section entitled “Shareholder Proposal 7: The Shareholder Adjournment Proposal.”

The presence, in person or by proxy, of Thunder Bridge shareholders representing a majority of the issued and outstanding ordinary shares on the Record Date and entitled to vote on the Shareholder Proposals to be considered at the Shareholders Meeting, including a majority of the issued and outstanding Class B ordinary shares as of the Record Date in the case of the Director Election Proposal, will constitute a quorum for the Shareholders Meeting.

Thunder Bridge’s Public Warrant Holders are being asked to consider and vote upon the Warrant Amendment Proposal to amend the terms of the Warrant Agreement governing Thunder Bridge’s outstanding warrants to provide that, immediately prior to the consummation of the Business Combination, (i) each of Thunder Bridge’s outstanding warrants, which currently entitle the holder thereof to purchase one Class A ordinary share of Thunder Bridge at an exercise price of $11.50 per share, will become exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share), (ii) each holder of a warrant will receive, for each such warrant, a cash payment of $1.50 (although the holders of the Private Placement Warrants have waived their rights to receive such payment) and (iii) each Private Placement Warrant will become redeemable and exercisable on the same basis as the Public Warrants. See the section entitled “Warrant Holder Proposal 1: The Warrant Amendment Proposal.”

Thunder Bridge’s Public Warrant Holders are also being asked to consider and vote upon the Warrant Holders Adjournment Proposal to adjourn the Warrant Holders Meeting to a later date or dates, including, if necessary, including to permit further solicitation and vote of proxies if it is determined by Thunder Bridge that more time is necessary or appropriate to approve the Warrant Amendment Proposal. See the section entitled “Warrant Holder Proposal 2: The Warrant Holders Adjournment Proposal.”

YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q:     What is being voted on at the Shareholders Meeting and the Warrant Holders Meeting?

A:     At the Shareholders Meeting, the shareholders of Thunder Bridge are being asked to vote on the following Shareholder Proposals:

•        The Domestication Proposal;

•        The Business Combination Proposal;

•        The 2019 Equity Incentive Plan Proposal;

•        The Director Election Proposal;

•        The Articles Amendment Proposal;

•        The Nasdaq Proposal; and

•        The Shareholder Adjournment Proposal.

At the Warrant Holders Meeting, the Public Warrant Holders are being asked to vote on the following Warrant Holder Proposals:

•        The Warrant Amendment Proposal; and

•        The Warrant Holders Adjournment Proposal.

Q:     Are the Shareholder Proposals and Warrant Holder Proposals conditioned on one another?

A:     Each of the Domestication Proposal, the Business Combination Proposal, the Director Election Proposal, the Articles Amendment Proposal, the Nasdaq Proposal and the Warrant Amendment Proposal is interdependent

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upon the others and each must be approved in order for Thunder Bridge to complete the Business Combination contemplated by the Merger Agreement. The Business Combination Proposal, the 2019 Equity Incentive Plan Proposal, the Nasdaq Proposal and the Shareholder Adjournment Proposal must be approved by the holders of a majority of the Thunder Bridge Shares that are present and vote at the Shareholders Meeting. The Domestication Proposal and the Articles Amendment Proposal must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the Thunder Bridge Shares as of the Record Date that are present and vote at the Shareholders Meeting. The election of directors pursuant to the Director Election Proposal will require an ordinary resolution of the holders of the Thunder Bridge Class B ordinary shares as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of the Thunder Bridge Class B ordinary shares that are present and vote at the Shareholders Meeting. The Warrant Amendment Proposal must be approved by the holders of at least 65% of the outstanding Public Warrants. The Warrant Amendment Proposal will only become effective if the Business Combination is completed. If the Business Combination is not completed, the Warrant Amendment Proposal will not become effective, even if the Public Warrant Holders have approved the Warrant Amendment Proposal.

Q.     Why is Thunder Bridge proposing the Domestication?

A.     The Thunder Bridge Board believes that it would be in the best interests of Thunder Bridge to effect the Domestication to enable the Company to avoid certain taxes that would be imposed on the Company if the Company were to conduct an operating business in the United States as a foreign corporation following the Business Combination. In addition, the Thunder Bridge Board believes Delaware provides a recognized body of corporate law that will facilitate corporate governance by the Company’s officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and, in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many major corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures Thunder Bridge is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in that state and consequently its popularity as the state of incorporation, the Delaware courts have developed a considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the DGCL and establishing public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to the Company’s corporate legal affairs.

The Domestication will not occur unless the Thunder Bridge shareholders have approved the Domestication Proposal, the Business Combination Proposal, the Director Election Proposal, the Nasdaq Proposal and the Articles Amendment Proposal, the Public Warrant Holders have approved the Warrant Amendment Proposal and upon the Merger Agreement being in full force and effect prior to the Domestication. The Domestication will only occur upon the simultaneous completion of the Business Combination.

Q.     What is involved with the Domestication?

A.     The Domestication will require Thunder Bridge to file certain documents in both the Cayman Islands and the State of Delaware. At the effective time of the Domestication, which will be the effective time of the Business Combination, Thunder Bridge will cease to be a company incorporated under the laws of the Cayman Islands and in connection with the Business Combination, Thunder Bridge will continue as a Delaware corporation and, in connection with the Domestication, and simultaneously with the Business Combination, will change its corporate name to “Repay Holdings Corporation.” The Memorandum and Articles of Association will be replaced by the Delaware Certificate of Incorporation and Bylaws and your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and will be governed by Delaware law.

Q.     When do you expect that the Domestication will be effective?

A.     The Domestication is expected to become effective simultaneously with the completion of the Business Combination.

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Q.     How will the Domestication affect my securities of Thunder Bridge?

A.     Pursuant to the Domestication and without further action on the part of Thunder Bridge’s shareholders, each outstanding Class A ordinary share and Class B ordinary share of Thunder Bridge will convert to one outstanding share of the Company’s Class A common stock. Although it will not be necessary for you to exchange your certificates representing ordinary shares after the Domestication, the Company will, upon request, exchange your Thunder Bridge share certificates for the applicable number of shares of Company’s Class A common stock and all certificates for securities issued after the Domestication will be certificates representing securities of the Company.

Q.     What are the material U.S. federal income tax consequences of the Domestication to U.S. Holders of Thunder Bridge Shares and Warrants?

A.     The Domestication should qualify as a reorganization within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. However, due to the absence of guidance directly on how the provisions of Section 368(a) of the Code apply in the case of a statutory conversion of a corporation with no active business and only investment-type assets such as Thunder Bridge, this result is subject to some uncertainty. If the Domestication qualifies as a reorganization within the meaning of Section 368(a), a U.S. Holder of Thunder Bridge Shares will be subject to Section 367(b) of the Code and as a result:

•        A U.S. Holder of Thunder Bridge Shares whose Thunder Bridge Shares have a fair market value of less than $50,000 on the date of the Domestication will not recognize any gain or loss and will not be required to include any part of Thunder Bridge’s earnings in income;

•        A U.S. Holder of Thunder Bridge Shares whose Thunder Bridge Shares have a fair market value of $50,000 or more, but who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Thunder Bridge Shares entitled to vote will generally recognize gain (but not loss) on the exchange of Thunder Bridge Shares for shares in the Company (a Delaware corporation) pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend the “all earnings and profits amounts,” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to their Thunder Bridge Shares, provided certain other requirements are satisfied. Thunder Bridge does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication; and

•        A U.S. Holder of Thunder Bridge Shares whose Thunder Bridge Shares have a fair market value of $50,000 or more, and who on the date of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of Thunder Bridge Shares entitled to vote will generally be required to include in income as a dividend the “all earnings and profits amount,” (as defined in Treasury Regulation Section 1.367(b)-2(d))) attributable to its Thunder Bridge Shares, provided certain other requirements are satisfied. Thunder Bridge does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

Furthermore, even if the Domestication qualifies as a reorganization, the Domestication may be a taxable event to U.S. Holders of Thunder Bridge Shares under special rules applicable to U.S. Holders who hold shares of a “passive foreign investment company,” or “PFIC” as described in “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Thunder Bridge Shareholders and Warrant Holders — U.S. Holders — PFIC Considerations.” Thunder Bridge believes it has been treated as a PFIC since its inception. If the Domestication should fail to qualify as a reorganization under Section 368(a), a U.S. Holder of Thunder Bridge Shares generally would recognize gain or loss with respect to its Thunder Bridge Shares in an amount equal to the difference, if any, between the fair market value of the corresponding Company Shares received in the Domestication and the U.S. Holder’s adjusted tax basis in its Thunder Bridge Shares surrendered. For a more complete discussion of the material U.S. federal income tax consequences of the Domestication, see the discussion in the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Thunder Bridge Shareholders and Warrant Holders.”

A U.S. Holder of Warrants should recognize capital gain or loss with respect to the Warrant Amendment, and the amount of such capital gain or loss should be equal to the difference between the amount of cash received and three-fourths of the U.S. Holder’s adjusted tax basis in the Warrants. However, since Thunder Bridge has likely

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been a PFIC since its inception, the tax on any gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the tax consequences of the Warrant Amendment, see the discussion in the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Thunder Bridge Shareholders and Warrant Holders — Tax Consequences of the Warrant Amendment to U.S. Holders of Warrants.

Q.     What are the material U.S. federal income tax consequences to U.S. Holders that exercise their Redemption Rights?

A.     U.S. Holders that elect to exercise their Redemption Rights generally will recognize capital gain or loss equal to the difference between the amount of cash received on the Redemption of the Thunder Bridge Shares and such U.S. Holder’s adjusted tax basis in such Thunder Bridge Shares, which generally will be equal to the cost of such Thunder Bridge Shares. A U.S. Holder who purchased Thunder Bridge Shares in the IPO generally will have a tax basis in the Thunder Bridge Shares that were part of the units equal to the portion of the purchase price of such units allocated to the Thunder Bridge Shares (such allocation based on the relative fair market value of the Thunder Bridge Shares and the Warrants at the time). However, in certain circumstances, the cash paid to such U.S. Holders will be treated as dividend income for U.S. federal income tax purposes. Moreover, because Thunder Bridge should be considered a PFIC for U.S. federal income tax purposes, such U.S. Holders may be subjected to special rules applicable to PFICs as described in “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Thunder Bridge Shareholders and Warrant Holders — U.S. Holders — PFIC Considerations.” For a more complete discussion of the material U.S. federal income tax consequences to U.S. Holders that elect to exercise their Redemption Rights, see the discussion in the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Thunder Bridge Shareholders and Warrant Holders — U.S. Holders — Tax Consequences to U.S. Holders That Elect to Have Their Thunder Bridge Shares Converted for Cash.”

Q.     Why is Thunder Bridge proposing the Business Combination?

A.     Thunder Bridge was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. Since Thunder Bridge’s organization, the Thunder Bridge Board has sought to identify suitable candidates in order to effect such a transaction. In its review of Repay, the Thunder Bridge Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the Thunder Bridge Board has determined that the Business Combination presents a highly-attractive business combination opportunity and is in the best interests of Thunder Bridge shareholders. The Thunder Bridge Board believes that, based on its review and consideration, the Business Combination with Repay presents an opportunity to increase shareholder value. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. Shareholder approval of the Business Combination is required by the Merger Agreement and the Memorandum and Articles of Association as well as to comply with Nasdaq Listing Rule 5635(a).

Q.     What will happen in the Business Combination?

A.     The Business Combination consists of a series of transactions pursuant to which (i) Thunder Bridge will complete the Domestication and (ii) Merger Sub will, simultaneously with the Domestication, merge with and into Repay with Repay continuing as the surviving entity and a subsidiary of the Company. Upon the completion of the Domestication and the Business Combination, each issued and outstanding Class A ordinary share and Class B ordinary share of Thunder Bridge will become a share of Class A common stock of the Company, and each issued and outstanding warrant to purchase Class A ordinary shares of Thunder Bridge (after giving effect to the Warrant Amendment) will become a warrant to purchase an equal number of shares of Class A common stock of the Company.

Q.     What is the form of consideration that the Repay Equity Holders will receive in return for the acquisition of Repay by Thunder Bridge?

Upon the Closing, the Repay limited liability company interests of the Repay Equity Holders will convert into the right to receive (A) certain cash consideration, (B) Post-Merger Repay Units and (C) the contingent right to receive (i) additional cash consideration upon the settlement of the escrow account for the Cash Escrow and,

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any cash remaining after the payment of the Repay Securityholder Representative’s expenses and (ii) the Escrow Units and (D) the contingent right to receive additional Post-Merger Repay Units issued (i) as a result of the post-Closing adjustment of the Merger Consideration under the Merger Agreement and (ii) as an earn-out under the Merger Agreement after the Closing.

Pursuant to the Exchange Agreement, at any time after the six month anniversary of the Closing, each holder of Post-Merger Repay Units will be entitled to exchange such units for Class A common stock of the Company on a one-for-one basis (subject to customary conversion rate adjustments, including for stock splits, stock dividends and reclassifications). Based on the assumptions set forth under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages”, the total number of Post-Merger Repay Units issuable to the Repay Equity Holders will be 14,757,429, entitling such members collectively to exchange them for 26.7% of the Company’s Class A common stock in the aggregate.

Each share of Class A common stock of the Company will provide the holder the rights to vote, receive dividends, and share in distributions in connection with a liquidation and other stockholder rights with respect to the Company.

Pursuant to a Tax Receivable Agreement between the Company and the Repay Equity Holders, the Company will pay to exchanging holders of Post-Merger Repay Units 100% of the tax savings that the Company realizes (a portion of which will be paid in turn to certain service providers on behalf of them in respect of certain transaction expenses) as a result of increases in tax basis in Repay’s assets as a result of the exchange of the Post-Merger Repay Units for shares of Class A common stock pursuant to the Exchange Agreement and 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. For more information on the Tax Receivable Agreement, please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

Additionally, pursuant to the Subscription and Distribution Agreement, immediately following the completion of the Merger, (i) the Company will issue to Repay one hundred shares of Class V common stock of the Company and (ii) Repay will distribute one share of Class V common stock to each holder of Post-Merger Repay Units. The Class V common stock provides no economic rights in the Company to the Class V Holder; however, each Class V Holder will be entitled to vote as a common stockholder of the Company, with the number of votes equal to the number of Post-Merger Repay Units held by such Class V Holder at the time of such vote. If, at any time, a Class V Holder no longer holds any Post-Merger Repay Units, such holder’s share of Class V common stock will automatically be canceled.

Q.     How much consideration will the Repay Equity Holders receive in connection with the acquisition of Repay by Thunder Bridge?

A.     Pursuant to the Merger Agreement, the Repay Equity Holders will be entitled to receive consideration (the “Merger Consideration”) in an amount equal to $580,650,000, paid in a mix of cash and Post-Merger Repay Units (valued at $10.00 per unit), and which is subject to adjustment as described below. The Merger Consideration of $580,650,000 will be reduced (or increased if such amount is negative) by an amount equal to the sum of certain Closing Adjustment Items (as defined below) and may be increased by any amounts remaining of the following, which will be deducted from the Merger Consideration and escrowed or otherwise set aside under the Merger Agreement: (a) $600,000 in Post-Merger Repay Units to be set aside and held in escrow until the completion of the purchase price adjustment under the Merger Agreement, which we refer to as the Escrow Units, (b) the Repay Securityholder Representative Amount (to be held by the Repay Securityholder Representative to pay its costs and expenses), and (c) $150,000 in cash to be set aside and held in escrow to pay certain potential post-Closing expenses of Thunder Bridge. For more information on the adjustments to the Merger Consideration, see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — The Merger Agreement — Merger Consideration.

The cash consideration (the “Cash Consideration”) to be delivered by Thunder Bridge to Repay at Closing pursuant to the Merger Agreement will be calculated as follows: (i) the total cash and cash equivalents of Thunder Bridge (including funds in its Trust Account after all Redemptions by its Public Shareholders and the proceeds of any debt or equity financing), minus (ii) the amount of Thunder Bridge’s unpaid expenses

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and obligations (including any indebtedness owed to the Sponsor), plus (iii) the cash and cash equivalents of the Target Companies as of immediately prior to the effective time (excluding restricted cash), minus (iv) the amount of unpaid transaction expenses of the Target Companies as of the Closing, minus (v) the amount of the indebtedness of the Target Companies as of the Closing, minus (vi) the amount of certain payments to be made to employees, independent contractors, directors, managers or officers of the Target Companies as a result of the Merger, minus (vii) an amount of cash reserves of Repay equal to $10,000,000, minus (viii) the Cash Escrow, minus (ix) the Repay Securityholder Representative Amount, minus (x) the aggregate Warrant Cash Payment to all Public Warrant Holders, minus (xi) if after aggregating the foregoing amounts there is more than $260,000,000 in available cash, up to an additional $50,000,000 to be retained by the post-Closing company for general corporate purposes, including to pay down debt or fund acquisitions; provided, that if the amount of Cash Consideration is less than an amount equal to $260,000,000, minus the Repay Securityholder Representative Amount, minus the Cash Escrow (such amount, the “Required Cash Consideration Amount”), Repay is not required to close (or alternatively has the right to receive additional Post-Merger Repay Units in lieu of the amount of such cash shortfall calculated based on a per-unit value of $10.00).

The remainder of the Merger Consideration (other than any remaining amounts of the Cash Escrow or the Repay Securityholder Representative Amount that the Repay Equity Holders may receive) following the payment of the Cash Consideration will be paid in equity in the form of Post-Merger Repay Units, valued at $10.00 per unit, which will be based on an estimate of the Closing Adjustment Items at the Closing and subject to a post-Closing true-up.

After the Closing, Repay’s members will also have a contingent earn-out right to receive up to an additional 7,500,000 Post-Merger Repay Units referred to as the Earn-Out Units (less any such Post-Merger Repay Units paid in satisfaction of certain transaction expenses), subject to certain stock price performance thresholds of the Company during the twelve-month and twenty-four month periods following Closing.

See the section entitled, “Shareholder Proposal 2: The Business Combination Proposal — The Merger Agreement — Merger Consideration.”

Q.     What is the Tax Receivable Agreement?

A.     In connection with the Business Combination, the Company will enter into the Tax Receivable Agreement with the Repay Equity Holders. Pursuant to the Tax Receivable Agreement, the Company will pay to exchanging holders of Post-Merger Repay Units 100% of the tax savings that the Company realizes (a portion of which will be paid in turn to certain service providers on behalf of them in respect of certain transaction expenses) as a result of the exchange of the Post-Merger Repay Units for shares of Class A common stock pursuant to the Exchange Agreement and 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. For more information on the Tax Receivable Agreement, please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

Q.     What equity stake will current Thunder Bridge shareholders and Repay Equity Holders hold in the Company immediately after the completion of the Business Combination?

A.     Upon the completion of the Business Combination (assuming, among other things, that no Thunder Bridge shareholders exercise Redemption Rights with respect to their ordinary shares upon completion of the Business Combination and the other assumptions described under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages”), the Repay Equity Holders are expected to own approximately 26.7% of the Company’s outstanding Class A common stock, the PIPE Investors are expected to own approximately 24.5% of the Company’s outstanding Class A common stock and the current holders of Thunder Bridge ordinary shares are expected to own approximately 48.8% of the Company’s outstanding Class A common stock.

If any of Thunder Bridge’s shareholders exercise their Redemption Rights, the percentage of the Company’s outstanding common stock held by the current holders of Thunder Bridge ordinary shares will decrease and the percentages of the Company’s outstanding common stock held by the Repay Equity Holders will increase, in each case relative to the percentage held if none of the Thunder Bridge ordinary shares are redeemed.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages.”

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Should one or more of the assumptions prove incorrect, actual beneficial ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended.

Q.     Did the Thunder Bridge Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     No. The Thunder Bridge Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Thunder Bridge’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Thunder Bridge’s advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the Thunder Bridge Board in valuing Repay’s business and assuming the risk that the Thunder Bridge Board may not have properly valued such business.

Q.     What happens to the funds deposited in the Trust Account after completion of the Business Combination?

A.     After completion of the Business Combination, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise Redemption Rights and, after paying the Redemptions, a portion will be used to pay the Cash Consideration to be delivered to the members of Repay at Closing, as well as to pay transaction expenses incurred in connection with the Business Combination, including deferred IPO underwriting fees to Thunder Bridge’s investment bankers and for working capital of the Company and its subsidiaries and general corporate purposes of the Company and its subsidiaries. Such funds may also be used to reduce the indebtedness and certain other liabilities of the Company and its subsidiaries. As of May 31, 2019, there were cash and marketable securities held in the Trust Account of approximately $265.9 million. These funds will not be released until the earlier of the completion of the Business Combination or the Redemption of the Public Shares if Thunder Bridge is unable to complete a Business Combination by December 21, 2019 (except that interest earned on the amounts held in the Trust Account may be released earlier as necessary to pay for any franchise or income taxes and up to $100,000 in liquidation expenses).

Q.     What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their Redemption Rights?

A.     Public Shareholders may vote in favor of the Business Combination and still exercise their Redemption Rights, provided that Thunder Bridge (without regard to any assets or liabilities of the Target Companies) after payment of all such Redemptions, has at least $5,000,001 in net tangible assets immediately prior to the Closing. The Business Combination may be completed even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of Redemptions by Public Shareholders. It is a condition to Repay’s obligations to complete the Business Combination that Thunder Bridge is able to deliver an amount of Cash Consideration equal to at least the Required Cash Consideration Amount to the Repay Equity Holders at Closing; however, Repay may waive this condition, in which case the Repay Equity Holders would receive additional Post-Merger Repay Units. If the Business Combination is completed notwithstanding Redemptions, the Company will have fewer Public Shares and Public Shareholders, the trading market for the Company’s securities may be less liquid and the Company may not be able to meet the minimum listing standards for a national securities exchange. Furthermore, the funds available from the Trust Account for working capital purposes of the Company after the Business Combination may not be sufficient for its future operations and may not allow the Company to reduce Repay’s indebtedness and/or pursue its strategy for growth.

Q.     What conditions must be satisfied to complete the Merger?

A.     Unless waived by the parties to the Merger Agreement, and subject to applicable law, the completion of the Merger is subject to a number of conditions set forth in the Merger Agreement, including, among others:

•        termination or expiration of the waiting period under the HSR Act, which waiting period was terminated on April 15, 2019;

•        the approval by Thunder Bridge’s shareholders of the Domestication Proposal, the Business Combination Proposal, the Director Election Proposal and the Nasdaq Proposal;

•        the approval by the Public Warrant Holders of the Warrant Amendment Proposal;

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•        approval by Repay Equity Holders of the adoption of the Merger Agreement and the Related Agreements and the transactions contemplated thereby in accordance with the DLLCA and Repay’s organizational documents;

•        the effectiveness of the registration statement of which this proxy statement/prospectus forms a part;

•        immediately prior to the Closing, Thunder Bridge, without regard to any assets or liabilities of the Target Companies, having net tangible assets of at least $5,000,001;

•        Thunder Bridge’s delivery of the Required Cash Consideration Amount to Repay at Closing;

•        after giving effect to the completion of the Closing, that the indebtedness of the Company does not exceed $210 million;

•        upon the completion of the Closing, that no person or group (excluding any Repay Equity Holder, the Sponsor or any PIPE Investor) owns in excess of 9.9% of the issued and outstanding shares of Company common stock, and no three persons or groups (excluding any Repay Equity Holder, the Sponsor or any PIPE Investor) will own in the aggregate in excess of 25% of the issued and outstanding shares of Company common stock;

•        the Class A common stock (including the shares of Class A common stock issuable upon exchange of Post-Merger Repay Units) being listed on Nasdaq and eligible for continued listing on Nasdaq following the Closing and after giving effect to the Redemptions (as if the Class A common stock were a new initial listing by an issuer that had never been listed prior to Closing); and

•        the existing directors of Thunder Bridge having resigned and the nine director nominees submitted for approval by the shareholders of Thunder Bridge having been appointed or elected to the Company Board.

For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled, “Shareholder Proposal 2: The Business Combination Proposal — The Merger Agreement — Closing Conditions.”

Q.     When do you expect the Business Combination to be completed?

A.     It is currently expected that the Business Combination will be completed in July 2019. This timing depends, among other things, on the approval of the Shareholder Proposals and Warrant Holder Proposals to be presented at the Shareholders Meeting and Warrant Holders Meeting, respectively. However, such meetings could be adjourned if either the Shareholder Adjournment Proposal or the Warrant Holder Adjournment Proposal is adopted at the Shareholders Meeting and the Warrant Holders Meeting, respectively, and Thunder Bridge elects to adjourn the Shareholders Meeting or the Warrant Holders Meeting to a later date or dates to permit further solicitation and vote of proxies if reasonably determined to be necessary or desirable by Thunder Bridge.

Q.     Will Thunder Bridge enter into any equity financing arrangements in connection with the Business Combination?

A.     Yes. On May 9, 2019, Thunder Bridge entered into the Subscription Agreements with certain investors for the PIPE Financing, pursuant to which Thunder Bridge agreed to issue and sell to the PIPE Investors $135,000,000 of Thunder Bridge’s Class A ordinary shares, at a price of $10.00 per Class A ordinary share, simultaneously with or immediately prior to the Closing. The PIPE Financing is conditioned on the Closing being scheduled to occur concurrently with or immediately following the closing of the PIPE Financing and other customary closing conditions. The proceeds from the PIPE Financing will be used to fund a portion of the Required Cash Consideration Amount payable to the Repay Equity Holders, the Warrant Cash Payment payable to the Public Warrant Holders in connection with the Warrant Amendment and other payments required in connection with the Business Combination but will not cover all such amounts.

In connection with the PIPE Financing, certain of the PIPE Investors entered into a Lock-up Agreement. Pursuant to the Lock-up Agreement, the PIPE Investors party thereto agreed, for a period commencing on the Closing and ending one hundred twenty (120) days thereafter, not to engage in a Prohibited Transfer (as defined in the agreement to generally include all sales, lending and other transfer arrangements, subject to specified exceptions) with respect to the Thunder Bridge shares acquired by such PIPE Investor pursuant to

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the Subscription Agreement and the Private Placement Warrants (and any shares issuable upon exercise of such Private Placement Warrants) acquired by such PIPE Investor from the Sponsor pursuant to the Lock-up Agreement. In consideration for entering into the Lock-up Agreement, the Sponsor agreed to transfer to certain of the PIPE Investors party to the Lock-up Agreement an aggregate of 8,000,000 Private Placement Warrants (after giving effect to the Warrant Amendment) held by the Sponsor. The Private Placement Warrants to be transferred pursuant to the Lock-up Agreement will be subject to the terms of the Warrant Amendment such that following such amendment they will be exercisable for an aggregate of 2,000,000 Class A ordinary shares. In addition, the PIPE Investors receiving such Private Placement Warrants have waived their rights to receive the $1.50 cash payment for each of their Private Placement Warrants as described in the section entitled “Warrant Holder Proposal 2: The Warrant Holders Adjournment Proposal of this proxy statement/prospectus.

Despite the PIPE Financing, Thunder Bridge may not be able to complete the Business Combination under the Merger Agreement in the event that too many of its Public Shareholders exercise their Redemption Rights and Thunder Bridge cannot deliver the Required Cash Consideration Amount to Repay’s members at Closing (or such lesser amount as Repay specifies in any waiver of such condition). Thunder Bridge may determine prior to the Closing that it wants to seek additional equity financing in order to ensure that it has sufficient cash at the Closing, although Repay has consent rights under the Merger Agreement with respect to any additional equity financing.

Q.     Will Thunder Bridge enter into any debt financing arrangements in connection with the Business Combination?

A.     Yes. In order to finance a portion of the consideration for, and fees and expenses incurred in connection with, the Business Combination, to refinance certain existing indebtedness, and for working capital and other general corporate purposes, Merger Sub has negotiated with SunTrust Bank and SunTrust Robinson Humphrey to provide on the date of Closing, the Debt Financing, which consists of (i) a five-year senior secured term loan facility (the “Term Loan Facility”) in an aggregate principal amount of $170.0 million, (ii) a five-year senior secured delayed-draw term loan facility (the “Delayed Draw Term Loan Facility”) in an aggregate principal amount of $40.0 million (to be funded, if requested by the borrower and subject to certain conditions, within nine months following the date of Closing) and (iii) a five-year senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $20.0 million, up to $5.0 million of which will be made available as swingline loans, the respective maturity of each of which may be extended, subject to terms and conditions to be agreed upon.

In addition, the terms of the Debt Financing are expected to provide that, under certain circumstances, the borrower (initially Merger Sub, and Repay following the Merger) would have the option to raise incremental term loan facilities and delayed draw term loan facilities and/or increase the Term Loan Facility, the Delayed Draw Term Loan Facility and/or the Revolving Credit Facility up to (a) $40.0 million plus (b) unlimited additional amounts so long as on a pro forma basis after giving effect to such incurrence (assuming the full amount thereof is drawn), the total net leverage ratio does not exceed 4.00:1.00, in each case subject to applicable terms and conditions described in the Debt Financing Term Sheet and to be agreed upon. The total amount of increases of the Revolving Credit Facility cannot exceed $25.0 million.

The obligations under the Debt Financing will be secured by a lien on all of the voting equity interests in Merger Sub (and Repay following the Merger) and all of the equity interests in certain of its U.S. subsidiaries (or 65% of the voting equity interests (and all of the non-voting equity interests) in certain of its first tier foreign subsidiaries) and by a security interest in all of the personal property of Merger Sub (and Repay and certain its affiliates after the Merger), subject to customary exceptions and exclusions.

The Debt Financing will require certain mandatory prepayments of the Term Loan Facility and the Delayed Draw Term Loan Facility based on certain percentages of excess cash flow which is determined upon total net leverage ratio thresholds, upon certain non-ordinary course asset sales or dispositions (subject to customary reinvestment rights) or the issuance of debt that is not otherwise permitted to be incurred.

At the borrower’s option, loans under the Debt Financing will bear interest at either (i) (a) a base rate based on the highest of (x) a prime rate, as established by the applicable administrative agent, (y) the federal funds rate plus 0.50% and (z) an adjusted LIBOR rate for a one-month interest period plus 1.00% plus (b) an applicable margin per year, or (ii) an adjusted LIBOR rate plus an applicable margin per year. The applicable margin is

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determined based on a total net leverage ratio and ranges from (i) 1.50% to 2.50% with respect to base rate loans and (ii) 2.50% to 3.50% with respect to adjusted LIBOR rate loans.

The availability of the Debt Financing is subject to certain conditions, including legal documentation satisfactory to the lenders providing the Debt Financing.

The documentation governing the Debt Financing has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described herein or in the Debt Financing Term Sheet.

The debt financing under the Debt Commitment Letter contemplates the (i) Term Loan Facility, except that (x) it contemplates six years to maturity (as opposed to five years under the Debt Financing Term Sheet), and (y) amortization in respect of the Term Loan Facility is 1.0% per annum (as opposed to 2.50% per annum for the first two years following Closing, 5.0% for the third year following Closing and 7.5% for the fourth and fifth year following Closing under the Debt Financing Term Sheet), and (ii) the Revolving Credit Facility, but it does not contemplate the Delayed Draw Term Loan Facility. In addition, the Debt Commitment Letter contemplates certain other terms that are different from the Debt Financing Term Sheet, including applicable margins that range from, for base rate loans, 3.00% to 3.25% for revolving loans and 3.25% to 3.50% for term loans, and for adjusted LIBOR rate loans, 4.00% to 4.25% for revolving loans and 4.25% to 4.50% for term loans.

The Debt Commitment Letter and the commitments and agreements of the Debt Commitment Parties will automatically terminate (unless the Debt Commitment Parties will, in their discretion, agree to an extension in writing) upon the earliest to occur of (i) the termination of the Merger Agreement prior to the completion of the Business Combination, (ii) the completion of the Business Combination with or without the funding of the Debt Financing and (iii) 5:00 p.m., New York City time, on July 31, 2019. Thunder Bridge may terminate the Debt Commitment Letter at any time prior to the date of the initial funding thereunder.

Despite the Debt Financing and the Debt Commitment Letter, Thunder Bridge may not be able to complete the Business Combination under the Merger Agreement in the event that too many of its Public Shareholders exercise their Redemption Rights and Thunder Bridge cannot deliver the Required Cash Consideration Amount to Repay’s members at Closing (or such lesser amount as Repay specifies in any waiver of such condition). Thunder Bridge may determine prior to the Closing that it wants to seek additional equity financing in addition to the PIPE Financing in order to ensure that it has sufficient cash at the Closing, although Repay has consent rights under the Merger Agreement with respect to any such additional equity financing.

Q.     Why is Thunder Bridge proposing the 2019 Equity Incentive Plan Proposal?

A.     The purpose of the 2019 Equity Incentive Plan is to enable the Company to offer eligible employees, directors and consultants cash and stock-based incentive awards in order to attract, retain and reward these individuals and strengthen the mutuality of interests between them and the Company’s stockholders. For more information, see the section entitled “Shareholder Proposal 3: The 2019 Equity Incentive Plan Proposal.”

Q.     Why is Thunder Bridge proposing the Director Election Proposal?

A.     The Merger Agreement requires that the initial Company Board following the completion of the Business Combination be comprised of Richard E. Thornburgh, Paul R. Garcia and Shaler Alias to serve as Class I directors for a term expiring at the Company’s annual meeting in 2020, Jeremy Schein, Robert H. Hartheimer and Maryann Goebel to serve as Class II directors for a term expiring at the Company’s annual meeting in 2021 and William Jacobs, John Morris and Peter J. Kight to serve as Class III directors for a term expiring at the Company’s annual meeting in 2022. The Director Election Proposal is being presented to implement the requirement of the Merger Agreement to install the Company Board. See the section entitled “Shareholder Proposal 4: The Director Election Proposal” for additional information.

Q.     Why is Thunder Bridge proposing the Articles Amendment Proposal?

A.     The Memorandum and Articles of Association currently prohibits Thunder Bridge from completing a business combination if, upon the completion of the business combination, Thunder Bridge will have net tangible assets of less-than $5,000,001. This prohibition is meant to ensure that Thunder Bridge does become subject to the SEC’s “penny stock” rules by having less than $5,000,001 in net tangible assets. However, because Thunder Bridge is listed on Nasdaq and, following the Business Combination, we expect the Company will remain listed

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on Nasdaq, neither Thunder Bridge nor the Company will be considered “penny stocks” under the applicable rules, whether or not the value of its net tangible assets falls below $5,000,001. As such, the current prohibition in the Memorandum and Articles of Association is unnecessary to protect Thunder Bridge or the Company from becoming subject to the penny stock rules as a result of the Business Combination. Further, depending on the amount of Redemptions exercised in connection with the Business Combination, expenses incurred by the parties to the Business Combination, amounts of any additional debt and equity financing, and other factors, the Memorandum and Articles as written could inadvertently prohibit the Closing of the Business Combination. For this reason Thunder Bridge proposes amending the Memorandum and Articles of Association pursuant to the Articles Amendment Proposal. For more information, see the section entitled “Shareholder Proposal 5: The Articles Amendment Proposal.

Q.     Why is Thunder Bridge proposing the Nasdaq Proposal?

A.     Thunder Bridge is proposing the Nasdaq Proposal in order to comply with the Nasdaq Listing Rules. Under Nasdaq Listing Rule 5635(d), shareholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by any issuer of common stock (or securities convertible into or exercisable for common stock) at a price less than the closing price of the stock if the number of equity securities to be issued is or may be equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance. On May 9, 2019, Thunder Bridge entered into the Subscription Agreements whereby the investors named therein committed to purchase 13.5 million Class A ordinary shares in the PIPE Financing in connection with the Business Combination. For more information, see the section entitled “Shareholder Proposal 6: The Nasdaq Proposal.”

Q.     Why is Thunder Bridge proposing the Shareholder Adjournment Proposal?

A.     Thunder Bridge is proposing the Shareholder Adjournment Proposal to allow the adjournment of the Shareholders Meeting to a later date or dates, including if necessary to permit further solicitation and vote of proxies if it is determined by Thunder Bridge that more time is necessary or appropriate to approve one or more Shareholder Proposals at the Shareholders Meeting. Please see the section entitled “Shareholder Proposal 7: The Shareholder Adjournment Proposal” for additional information.

Q.     Why is Thunder Bridge holding the Warrant Holders Meeting?

A.     Thunder Bridge is holding the Warrant Holders Meeting to seek approval from the Public Warrant Holders to amend the Warrant Agreement to reduce the number of shares of the Company’s Class A common stock issuable upon exercise of the outstanding warrants, and thereby reduce the amount by which the Company’s stockholders would otherwise have been diluted from the future exercise of the Company’s outstanding warrants. At the Warrant Holders Meeting, Thunder Bridge will ask its Public Warrant Holders to approve and consent to amend to the terms of the Warrant Agreement governing Thunder Bridge’s outstanding warrants to provide that, immediately prior to the consummation of the Business Combination, (i) each of Thunder Bridge’s outstanding warrants, which currently entitle the holder thereof to purchase one Class A ordinary share of Thunder Bridge at an exercise price of $11.50 per share, will become exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share), (ii) each holder of a warrant will receive, for each such warrant, a cash payment of $1.50 (although the holders of the Private Placement Warrants have waived their rights to receive such payment) and (iii) each Private Placement Warrant will become redeemable and exercisable on the same basis as the Public Warrants. Approval of the Warrant Amendment Proposal is a condition to the consummation of the Business Combination. A summary of the Warrant Amendment Proposal is set forth in the section entitled “Warrant Holder Proposal 1: The Warrant Amendment Proposal” of this proxy statement/prospectus and a complete copy of the amendment to the Warrant Agreement is attached hereto as Annex G.

In addition, at the Warrant Holders Meeting, the Public Warrant Holders will also be asked to approve a proposal to approve the adjournment of the Warrant Holders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that, based upon the tabulated vote at the time of the Warrant Holders Meeting, there are not sufficient votes to approve the Warrant Amendment Proposal. This is referred to herein as the Warrant Holders Adjournment Proposal. This proposal will only be presented at the Warrant Holders Meeting if there are not sufficient votes to approve the Warrant Amendment Proposal.

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Q.     When and where will the Shareholders Meeting be held?

A.     The Shareholders Meeting will be held following the Warrant Holders Meeting at 10:00 a.m. Eastern Time on July 10, 2019 at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. Only shareholders who held ordinary shares of Thunder Bridge at the close of business on May 24, 2019 will be entitled to vote at the Shareholders Meeting and at any adjournments and postponements thereof.

Q.     When and where will the Warrant Holders Meeting be held?

A.     The Warrant Holders Meeting will be held prior to the Shareholders Meeting at 9:30 a.m. Eastern Time on July 10, 2019 at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. Only Public Warrants Holders who held Public Warrants of Thunder Bridge at the close of business on May 24, 2019 will be entitled to vote at the Warrant Holders Meeting and at any adjournments and postponements thereof.

Q.     Who is entitled to vote at the Shareholders Meeting and the Warrant Holders Meeting?

A.     Thunder Bridge has fixed May 24, 2019 as the Record Date. If you were a shareholder of Thunder Bridge at the close of business on the Record Date, you are entitled to vote on matters that come before the Shareholders Meeting except that only holders of Class B ordinary shares as of the Record Date are entitled to vote on the Director Election Proposal. However, a shareholder may only vote his, her or its shares of Public Warrants, as applicable, if he, she or it is present in person or is represented by proxy at the Shareholders Meeting. If you were a Public Warrant Holder of Thunder Bridge at the close of business on the Record Date, you are entitled to vote on matters that come before the Warrant Holders Meeting. However, a Public Warrant Holder may only vote his, her or its warrants if he, she or it is present in person or is represented by proxy at the Warrant Holders Meeting.

Q.     How do I vote?

A.     If you are a record owner of your shares and/or warrants, there are two ways to vote your Thunder Bridge Shares and/or warrants at the Shareholders Meeting and/or the Warrant Holders Meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares and/or your warrants as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Thunder Bridge Board “FOR” the Domestication Proposal, the Business Combination Proposal, the 2019 Equity Incentive Plan Proposal, only the election of each of the directors pursuant to The Director Election Proposal, the Nasdaq Proposal, for holders of Thunder Bridge’s Class B ordinary shares only, the Articles Amendment Proposal and the Shareholder Adjournment Proposal (if presented). If you sign and return the proxy card but do not give instructions on how to vote your warrants, your warrants will be voted as recommended by the Thunder Bridge Board “FOR” the Warrant Amendment Proposal and the Warrant Holders Adjournment Proposal (if any). Votes received after a matter has been voted upon at the Shareholders Meeting or the Warrant Holders Meeting will not be counted.

You Can Attend the Shareholders Meeting and/or the Warrant Holders Meeting and Vote in Person.    When you arrive, you will receive a ballot that you may use to cast your vote.

If your shares or warrants are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares or warrants you beneficially own are properly counted. If you wish to attend the Shareholders Meeting or the Warrant Holders Meeting and vote in person and your shares or warrants are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way Thunder Bridge can be sure that the broker, bank or nominee has not already voted your shares or warrants.

Q:     What if I do not vote my Thunder Bridge Shares and/or warrants or if I abstain from voting?

A:     The approval of the Business Combination Proposal, the 2019 Equity Incentive Plan Proposal, the Nasdaq Proposal and the Shareholder Adjournment Proposal, if presented, requires the affirmative vote of a majority of the outstanding Thunder Bridge Shares as of the Record Date that are present and vote at the Shareholders Meeting. The Domestication Proposal and the Articles Amendment Proposal must be approved by a special

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resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the Thunder Bridge Shares as of the Record Date that are present and vote at the Shareholders Meeting. The election of directors pursuant to the Director Election Proposal will require an ordinary resolution of the holders of the Thunder Bridge Class B ordinary shares as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of the Thunder Bridge Class B ordinary shares that are present and vote at the Shareholders Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Shareholder Proposals. As a result, if you abstain from voting on the Shareholder Proposals, your Thunder Bridge Shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of the Memorandum and Articles of Association), but the abstention will have no effect on the outcome of such proposal.

The approval of the Warrant Amendment Proposal requires the affirmative vote by the holders of at least 65% of the outstanding Public Warrants. The Warrant Holders Adjournment Proposal, if presented, requires the affirmative vote by the holders of a majority of the outstanding Public Warrants that are present and entitled to vote at the Warrant Holders Meeting. Abstentions will have the same effect as a vote against the Warrant Amendment Proposal but will have no effect on the Warrant Holder Adjournment Proposal, if presented. Broker non-votes, will have the same effect as a vote against the Warrant Amendment Proposal, but will have no effect on the Warrant Holder Adjournment Proposal.

Q:     What Proposals must be passed in order for the Business Combination to be completed?

A:     The Business Combination will not be completed unless the Domestication Proposal, the Business Combination Proposal, the Director Election Proposal, the Nasdaq Proposal, the Articles Amendment Proposal and the Warrant Amendment Proposal are approved. If Thunder Bridge does not complete a Business Combination by December 21, 2019, Thunder Bridge will be required to dissolve and liquidate itself and return the monies held within its Trust Account to its Public Shareholders unless Thunder Bridge submits and its shareholders approve an extension.

Q:     How does the Thunder Bridge Board recommend that I vote on the Proposals?

A:     The Thunder Bridge Board unanimously recommends that the holders of Thunder Bridge’s ordinary shares entitled to vote on the Shareholder Proposals, vote as follows:

“FOR” approval of the Domestication Proposal;

“FOR” approval of the Business Combination Proposal;

“FOR” approval of the 2019 Equity Incentive Plan Proposal;

“FOR” approval of the election of each of the director nominees pursuant to the Director Election Proposal;

“FOR” approval of the Articles Amendment Proposal;

FOR” approval of the Nasdaq Proposal; and

“FOR” approval of the Shareholder Adjournment Proposal, if presented;

The Thunder Bridge Board unanimously recommends that the Public Warrant Holders vote as follows:

FOR” approval of the Warrant Amendment Proposal; and

FOR” approval of the Warrant Holders Adjournment Proposal, if presented.

Q:     How many votes do I have?

A:     Thunder Bridge shareholders have one vote per each ordinary share of Thunder Bridge held by them on the Record Date for each of the Shareholder Proposals to be voted upon. The Public Warrant Holders have one vote per each Public Warrant of Thunder Bridge held by them on the Record Date for each of the Warrant Holder Proposals to be voted upon.

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Q.     How will the Sponsor and Thunder Bridge’s officers and directors vote in connection with the Shareholder Proposals and/or the Warrant Holder Proposals?

A.     As of the Record Date, the Sponsor owned of record an aggregate of 6,450,000 Founder Shares, representing 20% of the issued and outstanding Thunder Bridge Shares. Pursuant to the Insider Letter Agreement, the Sponsor and Thunder Bridge’s directors and officers have agreed to vote the ordinary shares owned by them (including the Founder Shares) in favor of the Shareholder Proposals. The Sponsor and Thunder Bridge’s officers and directors, as of the Record Date, have not acquired any Thunder Bridge ordinary shares during or after our IPO in the open market. However, any subsequent purchases of Thunder Bridge ordinary shares prior to the Record Date by the Sponsor or Thunder Bridge’s officers and directors in the aftermarket will make it more likely that the Shareholder Proposals will be approved as such shares would be voted in favor of the Shareholder Proposals. As of the Record Date, there were 32,250,000 ordinary shares of Thunder Bridge outstanding.

As of the Record Date, the Sponsor did not own any Public Warrants and therefore will not be voting on the Warrant Holder Proposals.

Q.     Do I have Redemption Rights with respect to my Thunder Bridge Shares?

A.     Under Section 49.2 of the Memorandum and Articles of Association, prior to the completion of the Business Combination, Thunder Bridge will provide all of the Public Shareholders with the opportunity to have their shares redeemed upon the completion of the Business Combination, subject to certain limitations, for cash equal to the applicable Redemption Price; provided, however, that Thunder Bridge may not redeem such shares to the extent that such Redemption would result in Thunder Bridge having net tangible assets (as determined under the Exchange Act) of less than $5,000,001 upon the completion of the Business Combination (or if the Articles Amendment is approved, immediately prior to the completion of the Business Combination without regard to the assets or liabilities of the Target Companies).

Public Shareholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination, whether or not they were holders of Thunder Bridge ordinary shares as of the Record Date or acquired their shares after the Record Date. The Redemptions will be effectuated in accordance with the Memorandum and Articles of Association and Cayman Islands law. Any Public Shareholder who holds ordinary shares of Thunder Bridge on or before July 8, 2019 (two business days before the Shareholders Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the completion of the Business Combination); provided that such Public Shareholders follow the procedures provided for exercising such Redemption as set forth in the Memorandum and Articles of Association, as described below, by such date. However, the proceeds held in the Trust Account could be subject to claims that could take priority over those of Public Shareholders exercising Redemption Rights, regardless of whether such holders vote for or against the Business Combination Proposal and whether such holders are holders of Thunder Bridge ordinary shares as of the Record Date. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. A Public Shareholder will be entitled to receive cash for these shares only if the Business Combination is completed.

Q:     May the Sponsor, Thunder Bridge’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

A:     The Sponsor and Thunder Bridge’s directors, officers, advisors or their affiliates may purchase Thunder Bridge Shares in privately negotiated transactions or in the open market either prior to or after the Closing of the Business Combination, including from Thunder Bridge shareholders who would have otherwise exercised their Redemption Rights. However, the Sponsor, directors and officers have no current commitments or plans to engage in such transactions and have not formulated any terms or conditions for any such transactions at the date of this proxy statement/prospectus, other than the commitment by Mr. Kight noted below. If Thunder Bridge engages in such transactions, any such purchases will be subject to limitations regarding possession of any material nonpublic information not disclosed to the seller of such shares and they will not make any such purchases if such purchases are prohibited by Regulation M under the Exchange Act. Any such purchase after the Record Date would include a contractual acknowledgement that the selling shareholder, although still the record holder of Thunder Bridge Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event the Sponsor or Thunder Bridge’s directors, officers or advisors or

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their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their Redemption Rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per-share pro rata portion of the aggregate amount then on deposit in the Trust Account.

On May 9, 2019, Peter J. Kight, Thunder Bridge’s executive chairman, entered into a subscription agreement with Thunder Bridge in connection with the PIPE Financing, pursuant to which Thunder Bridge agreed to issue him 500,000 Class A ordinary shares, at a price of $10.00 per Class A ordinary share. The PIPE Financing is conditioned on the Closing being scheduled to occur concurrently or immediately following the closing of the PIPE Financing and other customary closing conditions.

Pursuant to the Insider Letter Agreement, the Sponsor and Thunder Bridge’s directors and officers have agreed to waive their Redemption Rights with respect to (i) the 6,450,000 Founder Shares owned by the Sponsor and (ii) any other Thunder Bridge ordinary shares owned by the Sponsor or Thunder Bridge’s directors and officers, and such shares will be excluded from the pro rata calculation used to determine the per-share Redemption Price. However, if the Sponsor or Thunder Bridge’s directors, officers and their affiliates acquired Public Shares in or after the IPO (or acquire Public Shares following the date of this proxy statement/prospectus), they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if Thunder Bridge fails to complete a Business Combination by December 21, 2019.

Q.     Is there a limit on the number of shares I may redeem?

A.     Each Public Shareholder, together with any affiliate or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking Redemption Rights with respect to 15% or more of the Public Shares. Accordingly, any shares held by a Public Shareholder or “group” in excess of such 15% cap will not be redeemed by Thunder Bridge. Any Public Shareholder who holds less than 15% of the Public Shares may have all of the Public Shares held by him or her redeemed for cash.

Q.     How do I exercise my Redemption Rights?

A.     If you are a Public Shareholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on July 8, 2019 (two (2) business days before the Shareholders Meeting), that Thunder Bridge redeem your shares into cash; (ii) affirmatively certify in your request to Thunder Bridge’s Transfer Agent for Redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) and (iii) submit your request in writing to Thunder Bridge’s Transfer Agent, at the address listed at the end of this section and deliver your shares to Thunder Bridge’s Transfer Agent physically or electronically using The Depository Trust Company’s DWAC system at least two business days prior to the vote at the Shareholders Meeting.

Any request for Redemption, once made by a Public Shareholder, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Shareholders Meeting. In addition, if you deliver your shares for Redemption to Thunder Bridge’s Transfer Agent and later decide prior to the Shareholders Meeting not to elect Redemption, you may request that Thunder Bridge’s Transfer Agent return the shares (physically or electronically). You may make such request by contacting Thunder Bridge’s Transfer Agent at the phone number or address listed at the end of this section.

Any corrected or changed written demand of Redemption Rights must be received by Thunder Bridge’s secretary two business days prior to the vote taken on the Business Combination Proposal at the Shareholders Meeting. No demand for Redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent at least two business days prior to the vote at the Shareholders Meeting.

Public Shareholders seeking to exercise their Redemption Rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Thunder Bridge’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Thunder Bridge does not have any control over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their banks, brokers or other nominees to have the shares certificated or delivered electronically. There is a cost associated with this tendering process and the act of certificating the shares

35

or delivering them through the DWAC system. The Transfer Agent will typically charge a nominal fee to the tendering broker and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.

If a Public Shareholder properly demands Redemption as described above, then, if the Business Combination is completed, Thunder Bridge will redeem the shares subject to the Redemptions for cash. Such amount will be paid promptly after completion of the Business Combination. If you exercise your Redemption Rights, then you will be exchanging your Thunder Bridge Shares for cash and will no longer own these shares following the Business Combination.

If you are a Public Shareholder and you exercise your Redemption Rights, it will not result in either the exercise or loss of any Thunder Bridge warrants that you may hold. Your Thunder Bridge warrants will continue to be outstanding following a Redemption of your Thunder Bridge Shares and will become exercisable in connection with the completion of the Business Combination.

If you intend to seek Redemption of your Public Shares, you will need to deliver your shares (either physically or electronically) to Thunder Bridge’s Transfer Agent prior to the meeting, as described in this proxy statement/prospectus. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

E-mail: mzimkind@continentalstock.com

Q.     What happens if the Business Combination is not completed?

A.     If a Public Shareholder has tendered shares to be redeemed but the Business Combination is not completed, the Redemptions will be canceled and the tendered shares will be returned to the relevant Public Shareholders as appropriate. The current deadline set forth in the Memorandum and Articles of Association for Thunder Bridge to complete its initial Business Combination is December 21, 2019 (18 months after the closing of the IPO). If the Business Combination is not completed, the Warrant Amendment will not become effective, even if the Public Warrant Holders have approved the Warrant Amendment Proposal.

36

SELECTED HISTORICAL FINANCIAL INFORMATION OF THUNDER BRIDGE

The following table sets forth selected historical financial information derived from Thunder Bridge’s unaudited financial statements as of March 31, 2019 and 2018 and for the three months ended March 31, 2019 and 2018 and the audited financial statements as of December 31, 2018 and for the year then ended, and the audited financial statements as of December 31, 2017 and for the period from September 18, 2017 (date of inception) to December 31, 2017, each of which is included elsewhere in this proxy statement/prospectus. Such financial information should be read in conjunction with the audited financial statements and related notes included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Thunder Bridge” and Thunder Bridge’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

 

Three Months
ended
March 31,
2019

 

Three Months
ended
March 31,
2018

 

Year ended
December 31,
2018

 

September 18,
2017
(inception) to
December 31,
2017

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Formation costs and other operating expenses

 

$

(1,004,234

)

 

$

(60

)

 

$

(1,151,231

)

 

$

(5,270

)

Loss from operations

 

 

(1,004,234

)

 

 

(60

)

 

 

(1,151,231

)

 

 

(5,270

)

Other income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and unrealized gains on marketable securities

 

 

1,521,846

 

 

 

 

 

 

2,674,659

 

 

 

 

Net Income (Loss)

 

$

517,612

 

 

$

(60

)

 

$

1,523,428

 

 

$

(5,270

)

Basic net loss per share attributable to ordinary shares

 

$

(0.12

)

 

$

(0.00

)

 

$

(0.14

)

 

$

(0.00

)

Diluted net loss per share attributable to ordinary shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding,
basic

 

 

7,968,634

 

 

 

6,468,750

 

 

 

7,166,771

 

 

 

4,904,762

 

Weighted average shares outstanding, diluted

 

 

7,968,634

 

 

 

6,468,750

 

 

 

7,166,771

 

 

 

4,904,762

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(266,305

)

 

$

(60

)

 

$

(961,096

)

 

$

(5,270

)

Net cash used in investing activities

 

$

 

 

$

 

 

$

(260,580,000

)

 

$

 

Net cash provided by (used in) financing activities

 

$

316,866

 

 

$

(21,994

)

 

$

261,624,097

 

 

$

31,087

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

159,379

 

 

$

3,763

 

 

$

108,818

 

 

$

25,817

 

Cash and investments held in Trust
Account

 

$

264,776,505

 

 

$

 

 

$

263,254,659

 

 

$

 

Total assets

 

$

265,024,959

 

 

$

197,270

 

 

$

263,494,089

 

 

$

176,330

 

Common stock subject to possible redemption

 

$

249,000,953

 

 

$

 

 

$

248,483,332

 

 

$

 

Total stockholders’ equity

 

$

5,000,001

 

 

$

19,670

 

 

$

5,000,010

 

 

$

19,730

 

37

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA OF REPAY

The following selected historical financial data should be read together with the consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Repay” appearing elsewhere in this proxy statement/prospectus. The selected consolidated financial data in this section is not intended to replace Repay’s consolidated financial statements and the related notes. Repay’s historical results are not necessarily indicative of its future results, and its results as of and for the three months ended March 31, 2019 are not necessarily indicative of results that may be expected for the year ended December 31, 2019. Throughout this section, unless otherwise noted, “we”, “us”, “our” and “Repay” refer to Hawk Parent Holdings LLC and its consolidated subsidiaries.

We derived the selected consolidated statements of operations data for the years ended December 31, 2018 and 2017 and the period from Inception through December 31, 2016 (Successor) and the period from January 1, 2016 to August 31, 2016 (Predecessor) and the consolidated balance sheet data as of December 31, 2018, 2017 and 2016, from our audited consolidated financial statements appearing elsewhere in this proxy statement/prospectus. The selected consolidated statements of operations data for the three months ended March 31, 2019 and 2018 and the selected consolidated balance sheet data as of March 31, 2019 are derived from our unaudited condensed consolidated financial statements appearing elsewhere in this proxy statement/prospectus. The unaudited condensed consolidated financial statements were prepared on the same basis as the audited financial statements and include, in the opinion of Repay’s management, all adjustments, consisting of normal and recurring adjustments that management consider necessary for a fair presentation of the financial information set forth in such statements.

 

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)

   

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue