June 7, 2019

Gary Simanson
President and Chief Executive Officer
Thunder Bridge Acquisition, Ltd.
9912 Georgetown Pike
Suite D203
Great Falls, VA 22066

       Re: Thunder Bridge Acquisition, Ltd.
           Amendment 2 to Registration Statement on Form S-4
           Filed May 21, 2019
           File No. 333-229616

Dear Mr. Simanson:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our April 18,
2019 letter.

Amendment No. 2 to Form S-4 filed May 21, 2019

Background of the Business Combination, page 126

1.     Please provide us with an analysis regarding why the concurrent PIPE
offering should not
       be integrated into your current public offering. In this regard, advise
us of your
       relationship with the PIPE investors. Refer to Securities Act Release
No. 8828 and
       Securities Act Sections CDI 139.25.
 Gary Simanson
FirstName LastNameGary Simanson
Thunder Bridge Acquisition, Ltd.
Comapany NameThunder Bridge Acquisition, Ltd.
June 7, 2019
June 7, 2019 Page 2
Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information, page 163

2.       We note from your response to prior comments 1 and 2 that you revised
the pro forma
         financial statements under the Maximum Redemptions Scenario to account
for the merger
         as a reverse acquisition with Repay as the accounting acquirer. Please
explain further how
         you factored the issuance and sale of $135 million of Thunder Bridge's
Class A ordinary
         shares to the PIPE Investors in your determination of the accounting
acquirer and provide
         your analysis of the accounting for this transaction under the Maximum
Redemptions
         scenario.
Pro Form Condensed Combined Balance Sheet (Assuming Maximum Redemption), page
168

3.       Notwithstanding your response to the previous comment, please tell us
how you
         considered the guidance in ASC 805-40-45-2 in determining the pro
forma adjustments
         related to equity and retained earnings under the Maximum Redemptions
scenario and
         specifically address why you did not include an adjustment to
eliminate the historical
         retained earnings of Thunder Bridge.
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 171

4.       We note that pursuant to the terms of the Warrant Amendment, each
Public Warrant
         Holder will receive a cash payment of $1.50 for each Public Warrant
they own. Please tell
         us how you intend to account for this cash payment and provide the
specific accounting
         guidance considered. To the extent this transaction will impact your
statement of
         operations, please include a discussion of such impact in the notes to
the unaudited pro
         forma condensed combined financial information.
5.       You state in notes (h) and (f) on page 175 and 179, respectively, that
the estimated pro
         forma adjustment related to the Tax Receivable Agreement includes,
among other items,
         certain increases in tax basis resulting from exchanges of the
Post-Merger Repay Units for
         Class A common stock of the company pursuant to the Exchange
Agreement. However, in
         your response to comment 3 in your letter dated April 1, 2019, you
indicated that you did
         not assume any exchange of Post-Merger Repay Units for Class A common
stock in
         determining your pro forma adjustment. Please revise to clearly
indicate as such. Also,
         clarify that the $123.5 million and $120.8 million potential tax
liability as disclosed in
         notes (h) and (f), respectively, are in addition to the amounts
already reflected in your pro
         forma adjustments.
6.       We note your revised disclosure in response to prior comment 4. Please
revise notes (h)
         and (f) on page 175 and 179, respectively, to include the Class A
common stock price
         used to determine the Tax Receivable Agreement liability when all the
Post-Merger
         Repay Units are exchanged.
 Gary Simanson
FirstName LastNameGary Simanson
Thunder Bridge Acquisition, Ltd.
Comapany NameThunder Bridge Acquisition, Ltd.
June 7, 2019
June 7, 2019 Page 3
Page 3
FirstName LastName
7.       We note that you excluded from the EPS calculation 2,965,000 Class B
ordinary shares
         owned by Sponsors, which will be held in escrow and subject to
potential forfeiture based
         on certain conditions. Please tell us how you determined that the
forfeiture of these shares
         met the factually supportable criteria of Rule 11-02(b)(6) of
Regulation S-X.
        You may contact Eiko Yaoita Pyles, Staff Accountant, at (202) 551-3587
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Michael Foland,
Staff Attorney, at
(202) 551-6711 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Information Technologies
                                                               and Services
cc:      Stuart Neuhauser