Repay Holdings Corp current report, 20 August 2018

Business Context and Reporting Period

This Form 8-K is a current report filed by Thunder Bridge Acquisition, Ltd., a Cayman Islands-based special purpose acquisition company (SPAC), on August 20, 2018. The filing addresses corporate governance changes, specifically the resignation of a director and the subsequent appointment of a new director to the Board.

Key Financial Metrics

The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. As a pre-business combination SPAC, the document focuses on personnel changes rather than operational financial performance.

Material Changes

  • Director Resignation: Eugene S. Putnam, Jr. resigned as a director effective August 20, 2018, to pursue other opportunities. The filing states there were no disagreements regarding the Company's operations, policies, or practices.
  • Director Appointment: On August 22, 2018, the Board appointed Mary Anne Gillespie to fill the vacancy. Ms. Gillespie has served as the Company's Chief Sales and Marketing Officer since June 2018.

Management Commentary and Compensation

Ms. Gillespie brings 35 years of multichannel customer engagement experience, with a background including executive roles at EIS Group, TAS Group, PayPal, Guidewire Software, and Oracle Corporation. Regarding compensation, the filing explicitly states that Ms. Gillespie will not receive any compensation as a director or executive officer other than the reimbursement of out-of-pocket expenses incurred in connection with efforts related to the Company's initial business combination. No family relationships or material interest transactions were disclosed.

Investor Verification Checklist

  • Verify the effective date of the new director's appointment (August 22, 2018) versus the resignation date (August 20, 2018).
  • Confirm the absence of any undisclosed disagreements or side agreements related to the departing director.
  • Review the Company's status as an emerging growth company and its election regarding extended transition periods for accounting standards.
  • Monitor future filings for the timeline of the initial business combination, as the new director's compensation is tied to this event.