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April 18, 2019
Gary Simanson
President and Chief Executive Officer
Thunder Bridge Acquisition, Ltd.
9912 Georgetown Pike
Suite D203
Great Falls, VA 22066
Re: Thunder Bridge Acquisition, Ltd.
Amendment 1 to Registration Statement on Form S-4
Filed April 1, 2019
File No. 333-229616
Dear Mr. Simanson:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our March 11,
2019 letter.
Amendment No.1 to Form S-4 filed April 1, 2019
Unaudited Pro Forma Condensed Combined Financial Information, page 151
1. We note your response to prior comment 1. Please tell us how you
considered the
Redemption Rights in your analysis for the determination of accounting
acquirer. In this
regard, ASC 805-10-55-12(a) states that, in determining which group of
owners retains or
receives the largest portion of the voting rights, an entity should
consider the existence of
any unusual or special voting arrangements and options, warrants, or
convertible
securities.
Gary Simanson
FirstName LastNameGary Simanson
Thunder Bridge Acquisition, Ltd.
Comapany NameThunder Bridge Acquisition, Ltd.
April 18, 2019
April 2 2019 Page 2
Page 18,
FirstName LastName
2. We note your revised disclosure in response to prior comment 2, which
includes pro
forma information assuming the maximum number of public shares that
can be redeemed
while continuing to satisfy the closing conditions of the merger.
However, it appears that
more than 4,689 shares are eligible for redemption prior to the
merger. If that were to
occur, it seems that the equity and cash consideration could be
significantly impacted,
which could also change how you account for this transaction. Please
explain further why
you believe that inclusion of pro forma financial information, should
you be required to
account for this transaction as a reverse merger, is not required.
Refer to Rule 11-02(b)(8).
At a minimum, your disclosures throughout should address the potential
impact on the
merger should a significant number of public shareholders choose to
exercise their
redemption rights.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 158
3. Please revise note (e) to explain further how the issuance of
27,950,000 Post-Merger
Repay Units impacted the $71 million pro forma tax liability
adjustment and disclose any
assumptions used to determine such liability. Elsewhere throughout the
filing you refer to
"certain other tax attributes of Repay and tax benefits related to
entering into the Tax
Receivable Agreement, including tax benefits attributable to payments
under the Tax
Receivable Agreement." Please explain further to us what these other
attributes and tax
benefits represent. Tell us whether they impacted your pro forma tax
adjustments and
revise your disclosures as necessary.
4. We note from your response to prior comment 3 that you did not assume
any exchange of
Post-Merger Repay Units, as such assumption would not meet the
factually supportable
criteria of Rule 11-02(b)(6) of Regulation S-X. Please include a
quantified discussion in
note (e) of the potential impact, or range of potential impact, to
your tax assets and
liabilities assuming the Post-Merger Repay Units are ultimately
exchanged.
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations,
page 160
5. Please revise the number of Class A ordinary shares subject to
redemption in your
calculation of Combined Pro Forma Weighted Average Shares for the
year-ended
December 31, 2018 in note (gg) to 24,361,111 (as indicated on page
F-3) such that the pro
forma weighted average shares will equal the 27,950,000 as disclosed.
Gary Simanson
FirstName LastNameGary Simanson
Thunder Bridge Acquisition, Ltd.
Comapany NameThunder Bridge Acquisition, Ltd.
April 18, 2019
Page 18,
April 3 2019 Page 3
FirstName LastName
Management's Discussion and Analsyis of Financial Condition and Results of
Operations of
Repay
Key Operating Metrics and Non-GAAP Financial Measures, page 215
6. We have evaluated your response to prior comment 8. Considering you
present revenue
on a gross basis in accordance with GAAP, presenting it otherwise may
violate Rule
100(b) of Regulation G by substituting individually tailored
recognition and measurement
methods for those of GAAP. Please remove this measure from your
non-GAAP
disclosures. Refer to Question 100.04 of the Non-GAAP Compliance and
Disclosure
Interpretations.
7. Please revise to include a discussion of your GAAP results of
operations with equal or
greater prominence to your non-GAAP results. In this regard, we note
your
comprehensive discussion of non-GAAP results in the Overview section
of MD&A. Refer
to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the
Non-GAAP
Compliance and Disclosure Interpretations.
You may contact Eiko Yaoita Pyles, Staff Accountant, at (202)551-3587
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Michael Foland,
Staff
Attorney, at (202) 551-6711 or Matthew Crispino, Senior Staff Attorney, at
(202) 551-3456 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Information Technologies
and Services
cc: Stuart Neuhauser