Business Context and Reporting Period
This Form 8-K, dated July 10, 2019, reports on the extraordinary general meeting of shareholders and special meeting of warrant holders for Thunder Bridge Acquisition, Ltd. (soon to be renamed Repay Holdings Corporation). The filing details the shareholder approval required to consummate a business combination with Hawk Parent Holdings, LLC ("Repay"), a Delaware limited liability company. The transaction involves Thunder Bridge's domestication from a Cayman Islands exempted company to a Delaware corporation and a merger where Repay becomes a subsidiary of Thunder Bridge.
Key Financial Metrics and Capital Structure
The filing does not provide specific revenue, profit, cash flow, or margin data for the reporting period, as it focuses on corporate governance and transaction approval rather than operational financial results. However, it outlines the following capital structure details as of the record date (May 24, 2019):
- Shares Outstanding: 25,800,000 Class A ordinary shares and 6,450,000 Class B ordinary shares.
- Warrants Outstanding: 34,630,000 Public Warrants.
- Private Placement: Approval was granted for the issuance of 13.5 million Class A ordinary shares in a private placement to comply with Nasdaq Listing Rule 5635(d).
- Warrant Economics: Public warrant holders approved an amendment changing the exercise price to $2.875 per one-quarter share (equivalent to $11.50 per whole share) and receiving a cash payment of $1.50 per warrant upon consummation.
Material Changes and Voting Results
Shareholders and warrant holders voted on July 10, 2019, to approve all proposals necessary to proceed with the business combination. The material changes include the corporate name change to "Repay Holdings Corporation" and the restructuring of the warrant agreement.
Shareholder Voting Results (Total Votes Cast: 20,452,106):
- Domestication Proposal: Approved (19,895,736 For; 556,370 Against).
- Business Combination Proposal: Approved (19,859,776 For; 556,330 Against).
- 2019 Equity Incentive Plan: Approved (19,894,376 For; 556,330 Against).
- Director Elections: All nine nominees elected with 6,450,000 votes For and 0 Withheld.
- Articles Amendment: Approved to revise net tangible asset requirements (19,895,776 For; 556,330 Against).
- Nasdaq Proposal: Approved issuance of 13.5 million shares (19,895,776 For; 556,330 Against).
Warrant Holder Voting Results (Total Votes Cast: 18,026,335):
- Warrant Amendment Proposal: Approved (17,994,813 For; 52,601 Against).
- Adjournment Proposal: Approved (17,994,813 For; 81,482 Against).
Outlook, Management Commentary, and Risks
Management indicated that, following the receipt of requisite approvals from both shareholders and public warrant holders, the parties are proceeding to complete the Business Combination. The company expects the transaction to be completed in the near term. The filing notes that holders of private placement warrants waived their rights to receive the $1.50 cash payment per warrant.
Risks and Contingencies: The filing does not explicitly detail new risks beyond the standard contingencies of completing a merger and domestication. The success of the transaction is contingent upon the final consummation of the Merger Agreement and the Domestication.
Investor Verification Checklist
- Verify the final closing date of the Business Combination and Domestication.
- Confirm the exact number of shares issued in the private placement and the total post-transaction share count.
- Review the definitive terms of the Repay Holdings Corporation 2019 Omnibus Incentive Plan.
- Monitor the execution of the $1.50 cash payment to public warrant holders.
- Check for any subsequent filings regarding the completion of the merger and the ticker symbol change.