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March 11, 2019
Gary Simanson
President and Chief Executive Officer
Thunder Bridge Acquisition, Ltd.
9912 Georgetown Pike
Suite D203
Great Falls, VA 22066
Re: Thunder Bridge Acquisition, Ltd.
Registration Statement on Form S-4
Filed February 12, 2019
File No. 333-229616
Dear Mr. Simanson:
We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information, page 147
1. Please tell us how you considered all the provisions of ASC
805-10-55-12.a through e and
805-10-55-13 in determining that Thunder Bridge will be considered the
accounting
acquirer in the merger transaction. Specifically address the fact that
following the merger,
senior management will be comprised entirely of Repay's management; five
of the nine
board seats will be held by Repay's current directors, and Corsair will
hold a 27% interest
in the combined entity.
2. Your pro forma financial statements as presented assume no Class A
ordinary shares were
redeemed. However, we note that you may be required to account for the
Repay
acquisition as a reverse merger, if more than 5,516,968 Class A ordinary
shares are
Gary Simanson
FirstName LastNameGary Simanson
Thunder Bridge Acquisition, Ltd.
Comapany2019
March 11, NameThunder Bridge Acquisition, Ltd.
March 11, 2019 Page 2
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FirstName LastName
redeemed such that there will be insufficient cash on hand to satisfy
the cash consideration
condition. Notwithstanding your response to the previous comment,
please include
additional pro forma information that assumes various redemption
levels and include a
presentation that gives effect to the reverse merger accounting, or
explain why you believe
such information need not be presented. Refer to Rule 11-02(b)(8) of
Regulation S-X.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 155
3. Please revise note (e) to include the assumptions used to determine
the pro forma
adjustments related to the Tax Receivable Agreement. Tell us whether
you assumed the
tax impact related to the exchange of Post-Merger Repay Units for
Class A common
stock. If so, disclose the number of units assumed to be exchanged for
purposes of your
pro forma calculations and how you determined that such assumption met
the factually
supportable criteria of Rule 11-02(b)(6) of Regulation S-X.
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations,
page 157
4. You state that adjustment (dd) represents estimated interest expense
related to the new
debt that will be issued at the closing of the business combination.
Please revise to clarify
how this adjustment is impacted by the repayment of Repay's
outstanding debt and
include the calculations and assumptions that support this adjustment.
Similar revisions
should be made to explain the calculations used in note (aa).
Information About Thunder Bridge
Fair Market Value of Target Business, page 159
5. Please clarify the steps and analyses management performed to
ultimately conclude
Repay's fair market value or that the merger consideration was fair to
investors. Also
revise your disclosure to provide details with respect to the
comparable companies the
board considered in determining Repay's fair market value.
Information About Repay
Company Overview, page 194
6. You refer to year-over-year payment volume growth of 42% in fiscal
2018. Tell us what
percentage of such growth was attributable to the Paymaxx and
PaidSuite acquisitions.
To the extent your acquisitions have significantly contributed to your
period-over-period
growth in volume and revenue, please revise to indicate as such.
Similar revisions should
be made to the Overview section of your MD&A.
Third Party Processors and Sponsor Banks, page 205
7. We note that some of your sponsor banks have agreed to work with you
exclusively in a
particular vertical. Please tell us what consideration you have given
to identifying the
Gary Simanson
FirstName LastNameGary Simanson
Thunder Bridge Acquisition, Ltd.
Comapany2019
March 11, NameThunder Bridge Acquisition, Ltd.
March 11, 2019 Page 3
Page 3
FirstName LastName
verticals in which you have these exclusive contracts and also the
consideration you have
given to filing these contracts as exhibit to your registration
statement. Refer to Item
601(b)(10) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Repay
Key Operation Metrics and Non-GAAP Financial Measures, page 212
8. We note your presentation of net revenue includes adjustments for
interchange and
network fees, which are included in revenue. Please explain to us why
you believe this
non-GAAP financial measure does not substitute individually tailored
revenue recognition
and measurement methods for those of GAAP. Refer to Question 100.04 of
the Non-
GAAP Financial Measures Compliance and Disclosure Interpretations.
9. We note adjustment (e) in your Adjusted EBITDA reconciliation includes
other non-
recurring charges. Please tell us how you determined such charges are
non-recurring or
revise accordingly. Refer to Item 10(e)(ii)(B) of Regulation S-K.
Management of the Company Following the Business Combination, page 239
10. Please revise this section to describe any arrangement or
understanding between any
director and any other persons pursuant to which the director was
selected to serve on the
company's board. Refer to Item 401(a) of Regulation S-K.
Hawk Parent Holdings LLC
Audited Consolidated Financial Statements
Note 1. Nature of Business and Summary of Significant Accounting Policies
Revenue, page F-38
11. Tell us the amount of revenue recognized from fixed transaction and
service fees and
disclose how such revenue is recognized. Also, to the extent material,
please include a
separate discussion in your results of operations of discount fees and
other related fixed
transaction or service fees or explain why you do not believe such
information would be
useful to investors.
General
12. Please provide a diagram of your current and proposed organizational
structure in the
forepart of your document. Also, advise if you are using an Up-C
structure. If so,
disclose in the document that you are using that structure and explain
the business or
strategic rationale for why it was selected, including any material
benefits to the parties
involved.
Gary Simanson
Thunder Bridge Acquisition, Ltd.
March 11, 2019
Page 4
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Eiko Yaoita Pyles, Staff Accountant, at (202) 551-3587
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Michael Foland,
Attorney-
Advisor, at (202) 551-6711 or Matthew Crispino, Staff Attorney, at (202)
551-3456 with any
other questions.
Sincerely,
FirstName LastNameGary Simanson
Division of
Corporation Finance
Comapany NameThunder Bridge Acquisition, Ltd.
Office of
Information Technologies
March 11, 2019 Page 4 and Services
FirstName LastName