UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (State or other jurisdiction of incorporation or organization) 3 West Paces Ferry Road, Suite 200 Atlanta, GA 30305 (Address of principal executive offices) (Zip Code) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38531 Repay Holdings Corporation (Exact name of Registrant as specified in its Charter) Delaware 98-1496050 (State or other ...

PART I - FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Thunder Bridge Acquisition, Ltd. as of June 30, 2019, including balance sheets, statements of operations, changes in shareholders' equity, and cash flows, with notes on accounting and the proposed Repay business combination [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2019, total assets were **$266.5 million**, primarily **$266.4 million** in trust account cash and marketable securities, with **$11.9 million** in liabilities and **$5.0 million** in shareholders' equity Condensed Consolidated Balance Sheet Highlights (as of June 30, 2019) | Balance Sheet Item | June 30, 2019 (Unaudited) ($) | December 31, 2018 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $4,005 | $108,818 | | Cash and marketable securities held in Trust Account | $266,436,421 | $263,254,659 | | **Total Assets** | **$266,494,276** | **$263,494,089** | | **Liabilities & Equity** | | | | Total Liabilities | $11,931,622 | $10,010,747 | | Ordinary shares subject to possible redemption | $249,562,653 | $248,483,332 | | Total Shareholders' Equity | $5,000,001 | $5,000,010 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the six months ended June 30, 2019, the company reported **$1.1 million** net income, driven by **$1.8 million** interest income and **$1.4 million** unrealized gains, offsetting **$2.1 million** operating expenses Statement of Operations Summary (Unaudited) | Metric | Three Months Ended June 30, 2019 ($) | Six Months Ended June 30, 2019 ($) | Six Months Ended June 30, 2018 ($) | | :--- | :--- | :--- | :--- | | Loss from operations | $(1,098,216) | $(2,102,450) | $(40,699) | | Interest income | $1,570,916 | $1,772,169 | $6,369 | | Unrealized gains on marketable securities | $89,000 | $1,409,593 | $29,682 | | **Net income (loss)** | **$561,700** | **$1,079,312** | **$(4,648)** | [Condensed Consolidated Statement of Changes in Shareholders' Equity](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Shareholders'%20Equity) For the six months ended June 30, 2019, total shareholders' equity remained stable at **$5.0 million**, with **$1.1 million** net income offset by reclassification to ordinary shares subject to redemption - Shareholders' equity remained flat at approximately **$5.0 million** from December 31, 2018, to June 30, 2019, with net income of **$1.1 million** offset by a change in the value of ordinary shares subject to possible redemption[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2019, net cash used in operating activities was **$666,679**, offset by **$561,866** from financing, resulting in a **$104,813** net decrease in cash and a period-end balance of **$4,005** Cash Flow Summary for the Six Months Ended June 30, 2019 | Cash Flow Activity | Amount ($) | | :--- | :--- | | Net cash used in operating activities | $(666,679) | | Net cash used in investing activities | $0 | | Net cash provided by financing activities | $561,866 | | **Net change in cash and cash equivalents** | **$(104,813)** | | Cash and cash equivalents at end of period | $4,005 | [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's SPAC formation, public offering, accounting policies, and the proposed Repay merger, including consideration, PIPE financing, and warrant amendments - The company is a Cayman Islands exempted company formed to effect a business combination and has until December 21, 2019, to do so[20](index=20&type=chunk)[31](index=31&type=chunk) - On January 21, 2019, the Company entered into a Merger Agreement with Hawk Parent Holdings, LLC ("Repay") for a business combination, after which the company will be renamed "Repay Holdings Corporation"[86](index=86&type=chunk) - The merger consideration for Repay is **$580.65 million**, subject to adjustments, to be paid in a mix of cash and Post-Merger Repay Units[87](index=87&type=chunk) - To support the transaction, the company secured a **$135 million** PIPE (Private Investment in Public Equity) financing at **$10.00** per share[103](index=103&type=chunk) - The company is proposing a Warrant Amendment where each warrant will become exercisable for one-quarter of a share, and holders will receive **$1.50** in cash per warrant, requiring approval from 65% of public warrant holders[111](index=111&type=chunk)[114](index=114&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section details the company's status as a blank check company, the proposed Repay merger, including agreement terms, PIPE financing, and warrant amendments, and highlights a **$2.2 million** working capital deficit and reliance on Sponsor loans, raising going concern doubts - The company is a blank check company with the primary purpose of effecting a business combination, focusing on the pending merger with Repay[121](index=121&type=chunk)[124](index=124&type=chunk) - As of June 30, 2019, the company had only **$4,005** in cash available for operations and a working capital deficit of **$2.2 million**[153](index=153&type=chunk)[155](index=155&type=chunk) - The company has borrowed **$561,866** from its Sponsor under a promissory note to fund working capital deficiencies and transaction costs, raising substantial doubt about its ability to continue as a going concern without completing the business combination[154](index=154&type=chunk)[155](index=155&type=chunk) - The company has no off-balance sheet arrangements, and its primary contractual obligation is a deferred underwriting commission of **$9.7 million**, payable upon completion of a business combination[156](index=156&type=chunk)[159](index=159&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company has not engaged in hedging activities and expects minimal market risk, as Trust Account funds are invested in short-term U.S. government treasury bills or money market funds, with no material interest rate exposure - The company's exposure to market risk is minimal, with Public Offering proceeds held in the Trust Account invested in U.S. government treasury bills with maturities of 180 days or less or in money market funds[173](index=173&type=chunk) [Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded the company's disclosure controls and procedures were effective as of June 30, 2019, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of June 30, 2019, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective[175](index=175&type=chunk) - There were no changes in the company's internal control over financial reporting during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[176](index=176&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings to disclose - The company has no legal proceedings to report[178](index=178&type=chunk) [Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors from the 2018 Annual Report on Form 10-K have occurred, with additional business combination risks disclosed in the Form S-4 registration statement - No material changes to risk factors from the Annual Report on Form 10-K for fiscal year 2018 have occurred, and additional risks related to the business combination are disclosed in the Form S-4 registration statement[179](index=179&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the use of **$260.6 million** Public Offering proceeds placed in the Trust Account and the planned **$135 million** PIPE Investment of Class A ordinary shares at **$10.00** per share for the business combination - From its Public Offering and Private Placement, the company placed **$260.6 million** into the Trust Account, with cash held outside the Trust Account at **$4,005** as of June 30, 2019[184](index=184&type=chunk) - On May 9, 2019, the company entered into subscription agreements for a PIPE Investment to sell **$135 million** of Class A ordinary shares at **$10.00** per share, contingent on the closing of the business combination[185](index=185&type=chunk) [Defaults Upon Senior Securities](index=40&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[188](index=188&type=chunk) [Mine Safety Disclosures](index=40&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[189](index=189&type=chunk) [Other Information](index=40&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[189](index=189&type=chunk) [Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report, including amendments to the Merger Agreement, Sponsor Letter Agreement, and officer certifications - Exhibits filed include the Third Amendment to the Agreement and Plan of Merger, the Second Amendment to the Sponsor Letter Agreement, and various officer certifications[191](index=191&type=chunk)

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The financial statements for the quarter ended March 31, 2019, show total assets of approximately $265 million, primarily held in the Trust Account, with a net income of $517,612 driven by non-operating gains [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Presents the company's financial position as of March 31, 2019, highlighting total assets of **$265 million** and liabilities, with a significant portion of shares subject to redemption Balance Sheet Highlights (as of March 31, 2019 vs. December 31, 2018) | Metric | March 31, 2019 (Unaudited) | December 31, 2018 | | :--- | :--- | :--- | | Cash and cash equivalents | $159,379 | $108,818 | | Cash and marketable securities held in Trust Account | $264,776,505 | $263,254,659 | | **Total Assets** | **$265,024,959** | **$263,494,089** | | Total current liabilities | $1,334,005 | $320,747 | | Deferred underwriting fee payable | $9,690,000 | $9,690,000 | | **Total Liabilities** | **$11,024,005** | **$10,010,747** | | Ordinary shares subject to possible redemption | $249,000,953 | $248,483,332 | | **Total Shareholders' Equity** | **$5,000,001** | **$5,000,010** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Details the company's financial performance for the three months ended March 31, 2019, showing a net income of **$517,612** primarily from non-operating gains Statement of Operations (For the Three Months Ended March 31) | Metric | 2019 | 2018 | | :--- | :--- | :--- | | Formation costs and other operating expenses | $(1,004,234) | $(60) | | Loss from operations | $(1,004,234) | $(60) | | Interest income | $201,253 | - | | Unrealized gains on marketable securities | $1,320,593 | - | | **Net income (loss)** | **$517,612** | **$(60)** | | Basic and diluted loss available to ordinary shares | $(0.12) | $(0.00) | [Condensed Consolidated Statement of Changes in Shareholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Shareholders'%20Equity) Outlines changes in shareholders' equity for the three months ended March 31, 2019, reflecting stability at **$5.0 million** despite net income - For the three months ended March 31, 2019, **Total Shareholders' Equity** remained stable at approximately **$5.0 million**. The net income of **$517,612** was offset by a corresponding change in the value of ordinary shares subject to possible redemption[17](index=17&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash inflows and outflows for the three months ended March 31, 2019, indicating negative operating cash flow offset by financing activities Cash Flow Summary (For the Three Months Ended March 31, 2019) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | $(266,305) | | Net cash provided by financing activities | $316,866 | | **Net change in cash and cash equivalents** | **$50,561** | | Cash and cash equivalents at beginning of period | $108,818 | | **Cash and cash equivalents at end of period** | **$159,379** | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations of the company's accounting policies, significant transactions, and financial position, including its blank check status and proposed merger - The Company is a blank check company formed to effect a Business Combination and has until **December 21, 2019**, to do so, or it will be required to liquidate[22](index=22&type=chunk)[34](index=34&type=chunk) - On **January 21, 2019**, the Company entered into a Merger Agreement with Repay. The agreement was subsequently amended on **May 9, 2019**, to, among other things, reduce the merger consideration to **$580.65 million** and arrange for a **$135 million PIPE investment**[94](index=94&type=chunk)[103](index=103&type=chunk)[107](index=107&type=chunk) - As part of the amended merger transaction, the Company is proposing a Warrant Amendment that would make each warrant exercisable for **one-quarter of a share** and provide a **$1.50 cash payment per warrant**. This requires approval from **65% of public warrantholders**[116](index=116&type=chunk)[119](index=119&type=chunk)[121](index=121&type=chunk) - The Company's Sponsor has provided a promissory note for up to **$600,000** for working capital, of which **$316,866** was advanced as of **March 31, 2019**. These conditions raise substantial doubt about the company's ability to continue as a going concern if the business combination is not completed[60](index=60&type=chunk)[73](index=73&type=chunk)[37](index=37&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company is a blank check company with its primary activity focused on completing its proposed business combination with Repay, reporting net income from trust account investments while facing a working capital deficit - The company entered into a definitive Merger Agreement with Repay on **January 21, 2019**, and subsequently amended the agreement on **May 9, 2019**. The amendments reduced the base merger consideration from **$600 million** to **$580.65 million** and introduced a **$135 million PIPE investment**[127](index=127&type=chunk)[132](index=132&type=chunk)[134](index=134&type=chunk) - For **Q1 2019**, the company had a net income of **$517,612**, a significant change from a net loss of **$60** in **Q1 2018**. This income was generated from the Trust Account and was not from operations, which incurred a loss of **$1,085,551**[143](index=143&type=chunk) - As of **March 31, 2019**, the company had only **$159,379** in cash outside the Trust Account and a working capital deficit of **$1,085,551**. It is funding its operations through advances from its Sponsor, with **$316,866** borrowed under a promissory note[149](index=149&type=chunk)[150](index=150&type=chunk) - Management has expressed substantial doubt about the company's ability to continue as a going concern due to its limited funds and working capital deficit, should the proposed business combination fail[151](index=151&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk is limited to interest rate risk on short-term U.S. government treasury investments held in its Trust Account, with no material exposure due to their short maturities - The net proceeds from the IPO and private placement warrants are held in a Trust Account and invested in short-term U.S. government treasury obligations[169](index=169&type=chunk) - The company has not engaged in any hedging activities and does not expect to. The short-term nature of its investments minimizes material exposure to interest rate risk[168](index=168&type=chunk)[169](index=169&type=chunk) [Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures as of March 31, 2019, concluding they were effective with no material changes to internal controls over financial reporting - An evaluation of disclosure controls and procedures as of **March 31, 2019**, led the CEO and CFO to conclude they were effective[171](index=171&type=chunk) - No material changes to the company's internal control over financial reporting occurred during the most recently completed fiscal quarter[172](index=172&type=chunk) [PART II – OTHER INFORMATION](index=35&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - There are no legal proceedings to report[174](index=174&type=chunk) [Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2018, with additional risks related to its proposed business combination disclosed in its Registration Statement on Form S-4 - No material changes have occurred to the risk factors previously disclosed in the **2018 Form 10-K**[175](index=175&type=chunk) - Investors are directed to the Registration Statement on **Form S-4** for risks associated with the proposed business combination[175](index=175&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details the proceeds from its Public Offering in June 2018, which generated total gross proceeds of approximately **$258 million**, with **$260.6 million** placed in the Trust Account and **$1.17 million** retained for operating expenses - The company's Public Offering and over-allotment exercise generated total gross proceeds of approximately **$258 million** (**$225 million + $33 million**)[176](index=176&type=chunk)[177](index=177&type=chunk) - Net proceeds of **$260,580,000** were placed in the Trust Account, while approximately **$1,169,015** was retained for working capital[180](index=180&type=chunk) [Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[181](index=181&type=chunk) [Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[182](index=182&type=chunk) [Other Information](index=35&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[182](index=182&type=chunk) [Exhibits](index=36&type=section&id=Item%206.%20Exhibits) The report lists several exhibits filed, primarily related to the proposed business combination with Repay, including amendments to the Merger Agreement and forms for the PIPE investment and Warrant Agreement amendment - Key exhibits filed include the Second Amendment to the Agreement and Plan of Merger and the form of Subscription Agreement for the PIPE Investment, both dated **May 9, 2019**[184](index=184&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38531 THUNDER BRIDGE ACQUISITION, LTD. (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- | --- | | ...