Business Context and Reporting Period
This Form 8-K, dated July 18, 2019, reports the consummation of a business combination between Thunder Bridge Acquisition, Ltd. and Hawk Parent Holdings LLC (Repay). Following shareholder approval on July 10, 2019, Thunder Bridge domesticated into a Delaware corporation and merged with Repay. The registrant changed its name to Repay Holdings Corporation. The company is listed on The NASDAQ Stock Market LLC under the symbols RPAY (Class A common stock) and RPAYW (warrants).
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity figures. This report focuses on the corporate transaction and the disclosure of an investor presentation rather than financial performance data.
Material Changes
- Corporate Structure: Completion of the merger between Thunder Bridge Acquisition, Ltd. and Repay.
- Legal Status: Domestication from a Cayman Islands entity (implied by "Thunder Bridge Acquisition, Ltd.") to a Delaware corporation.
- Corporate Name: Changed from Thunder Bridge Acquisition, Ltd. to Repay Holdings Corporation.
Guidance, Outlook, and Disclosures
Item 7.01 discloses an updated investor presentation dated July 2019, furnished as Exhibit 99.1. The filing explicitly states that the information in this item and the attached exhibit is not deemed "filed" for purposes of Section 18 of the Exchange Act and is not subject to the liabilities of that section, nor is it incorporated by reference into other filings unless expressly stated. No specific forward-looking guidance, risk factors, or management commentary regarding future performance is detailed within the text of this 8-K.
Investor Verification Checklist
- Verify the terms of the Second Amended and Restated Agreement and Plan of Merger dated January 21, 2019.
- Review the attached Investor Presentation (Exhibit 99.1) for updated business metrics and strategic outlook.
- Confirm the trading status and ticker symbols (RPAY, RPAYW) on The NASDAQ Stock Market LLC.
- Check subsequent filings for the first audited financial statements reflecting the combined entity.