Repay Holdings Corp — Regulatory Filings 2018

Jun 8, 2018

S-1/A 1 fs12018a4_thunderbridge.htm AMENDMENT NO.4 TO FORM S-1

As filed with the U.S. Securities and Exchange Commission on June 8, 2018.

Registration No. 333-224581

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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Amendment No. 4 to

Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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Thunder Bridge Acquisition, Ltd.

(Exact name of registrant as specified in its charter)

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| Cayman
Islands | 6770 | N/A |
| --- | --- | --- |
| (State
or other jurisdiction of incorporation or organization) | (Primary
Standard Industrial Classification Code Number) | (I.R.S.
Employer Identification Number) |

9912 Georgetown Pike Suite D203 Great Falls, Virginia 22066 Telephone: (202) 431-0507

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gary A. Simanson 9912 Georgetown Pike Suite D203 Great Falls, Virginia 22066 Telephone: (202) 431-0507

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300 David Alan Miller, Esq. Jeffrey M. Gallant, Esq. Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174 (212) 818-8800

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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| Large
accelerated filer ☐ | Accelerated
filer ☐ |
| --- | --- |
| Non-accelerated
filer ☒ | Smaller
reporting company ☐ |
| (Do
not check if a smaller reporting company) | Emerging
growth company ☒ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Security Being Registered		Proposed Maximum Offering Price per Security (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one redeemable warrant (2)	23,000,000	$ 10.00	$ 230,000,000	$ 28,635
Class A ordinary shares included as part of the units (3)	23,000,000	—	—	—
Redeemable warrants included as part of the units (4)	23,000,000	—	—	—
Total			$ 230,000,000	$ 28,635	(5)

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(1) Estimated solely for the purpose of calculating the registration fee.

(2) Includes 3,000,000 units, consisting of 3,000,000 Class A ordinary shares and 3,000,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

(3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share capitalizations or similar transactions.

(4) No fee pursuant to Rule 457(g).

(5) Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

This amendment is being filed solely to file certain exhibits to the Registration Statement.

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PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:

Legal fees and expenses
Accounting fees and expenses	40,000
SEC/FINRA Expenses	63,638
Travel and road show	20,000
NASDAQ listing and filing fees	75,000
Director and Officer liability insurance premiums (1)	125,000
Printing and engraving expenses	40,000
Miscellaneous expenses	111,362
Total offering expenses	$ 750,000

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(1) This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination.

Item 14. Indemnification of Directors and Officers.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud or willful default. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 15. Recent Sales of Unregistered Securities.

On September 20, 2017, our sponsor purchased an aggregate of 5,750,000 founder shares, for an aggregate offering price of $25,000 at an average purchase price of approximately $0.004 per share. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D.

In addition, our sponsor and Cantor have agreed to purchase an aggregate of 7,750,000 warrants (or 8,050,000 warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant (7,500,000 warrants by our sponsor (or 7,800,000 warrants if the over-allotment option is exercised in full) and 250,000 warrants by Cantor (including if the over-allotment option is exercised in full)) for an aggregate purchase price of $7,750,000, or $8,050,000 if the over-allotment option is exercised in full, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share, in a private placement that will close simultaneously with the closing of this offering. This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales.

A member of our sponsor has agreed to enter into a contingent forward purchase contract with us, to purchase, in a private placement to occur concurrently with the consummation of our initial business combination, 5,000,000 of our units on substantially the same terms as the sale of units in this offering at $10.00 per unit for aggregate gross proceeds of $50,000,000. All such securities will be issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

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Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits . The list of exhibits following the signature page of this registration statement is incorporated herein by reference.

(b) Financial Statements . See page F-1 for an index to the financial statements and schedules included in the registration statement.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(4) For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Great Falls, State of Virginia, on the 8 th day of June, 2018.

| Thunder
Bridge Acquisition, Ltd. | |
| --- | --- |
| By: | /s/
Gary A. Simanson |
| | Name:
Gary A. Simanson |
| | Title: President
and Chief Executive Officer |

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 4 to the Registration Statement has been signed below by the following persons in the capacities on June 8, 2018.

Name	Position
/s/
Gary A. Simanson	President,
Chief Executive Officer and Director
Gary
A. Simanson	(Principal
Executive Officer)
/s/
William A. Houlihan	Chief
Financial Officer
William
A. Houlihan	(Principal
Financial and Accounting Officer)

Authorized Representative in the United States:

| | /s/
Gary A. Simanson |
| --- | --- |
| Name: | Gary
A. Simanson |
| Title: | President,
Chief Executive |
| | Officer
and Director |
| Date: | June
8, 2018 |

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EXHIBIT INDEX

| Exhibit
No. | Description |
| --- | --- |
| 1.1 | Form of Underwriting Agreement. |
| 3.1 | Memorandum
and Articles of Association.* |
| 3.2 | Form of Amended and Restated Memorandum and Articles of Association. |
| 4.1 | Specimen Unit Certificate. |
| 4.2 | Specimen Class A Ordinary Share Certificate. |
| 4.3 | Specimen Warrant Certificate. |
| 4.4 | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. |
| 5.1 | Opinion of Maples and Calder, Cayman Islands counsel to the Registrant. |
| 5.2 | Opinion of Ellenoff Grossman & Schole LLP, counsel to the Registrant. |
| 10.1 | Promissory
Note, dated as of September 20, 2017 issued to Thunder Bridge Acquisition LLC. |
| 10.2 | Form of Letter Agreement among the Registrant and its officers, directors and Thunder Bridge Acquisition, Ltd. |
| 10.3 | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. |
| 10.4 | Form of Registration Rights Agreement between the Registrant and certain security holders. |
| 10.5 | Securities
Subscription Agreement, dated September 20, 2017, between the Registrant and Thunder Bridge Acquisition LLC. |
| 10.6 | Private
Placement Warrants Purchase Agreement between the Registrant and Thunder Bridge Acquisition LLC. |
| 10.7 | Private
Placement Warrants Purchase Agreement between the Registrant and Cantor Fitzgerald & Co. |
| 10.8 | Form of Indemnity Agreement. |
| 10.9 | Form of Administrative Services Agreement, by and between the Registrant and First Capital Group, LLC. |
| 10.10 | Contingent
Forward Purchase Contract by and among the Registrant and Monroe Capital LLC. |
| 14 | Form of Code of Ethics. |
| 23.1 | Consent
of Grant Thornton LLP. |
| 23.2 | Consent of Maples and Calder (included on Exhibit 5.1). |
| 23.3 | Consent of Ellenoff Grossman & Schole LLP (included on Exhibit 5.2). |
| 24 | Power of Attorney. |
| 99.1 | Form of Audit Committee Charter. |
| 99.2 | Form of Compensation Committee Charter. |
| 99.3 | Consent of Peter Kight. |
| 99.4 | Consent of Robert Hartheimer. |
| 99.5 | Consent of Stewart J. Paperin |
| 99.6 | Consent of Eugene S. Putnam, Jr. |
| 99.7 | Consent of Allerd D. Stikker. |
| 99.8 | Consent of Ming Shu, PhD.* |

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• Previously filed.

** Filed herewith.

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