Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 09, 2019 | |
Entity Registrant Name | Thunder Bridge Acquisition Ltd | |
Entity Central Index Key | 0001720592 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
EntityFile Number | 001-38531 | |
Class A ordinary shares | ||
Entity Common Stock, Shares Outstanding | 25,800,000 | |
Class B ordinary shares | ||
Entity Common Stock, Shares Outstanding | 6,450,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 4,005 | $ 108,818 |
Prepaid expenses | 53,850 | 130,612 |
Total current assets | 57,855 | 239,430 |
Other assets | ||
Cash and marketable securities held in Trust Account | 266,436,421 | 263,254,659 |
Total assets | 266,494,276 | 263,494,089 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,679,756 | 320,747 |
Promissory note payable | 561,866 | |
Total current liabilities | 2,241,622 | 320,747 |
Deferred underwriting fee payable | 9,690,000 | 9,690,000 |
Total Liabilities | 11,931,622 | 10,010,747 |
Ordinary shares subject to possible redemption, 24,159,018 and 24,361,111 shares, at June 30, 2019 and December 31, 2018, respectively, at redemption value | 249,562,653 | 248,483,332 |
Shareholders' Equity | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none outstanding | ||
Additional paid in capital | 2,401,722 | 3,481,063 |
Retained earnings | 2,597,470 | 1,518,158 |
Total Shareholders' Equity | 5,000,001 | 5,000,010 |
Total liabilities and shareholders' Equity | 266,494,276 | 263,494,089 |
Class A ordinary shares | ||
Shareholders' Equity | ||
Ordinary shares value | 164 | 144 |
Total Shareholders' Equity | 164 | 144 |
Class B ordinary shares | ||
Shareholders' Equity | ||
Ordinary shares value | 645 | 645 |
Total Shareholders' Equity | $ 645 | $ 645 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | ||
Ordinary shares subject to possible redemption, shares | 24,159,018 | 24,361,111 |
Class A ordinary shares | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued | 1,640,982 | 1,438,889 |
Ordinary shares, shares outstanding | 1,640,982 | 1,438,889 |
Class B ordinary shares | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 6,450,000 | 6,450,000 |
Ordinary shares, shares outstanding | 6,450,000 | 6,450,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Income Statement [Abstract] | |||||
Formation costs and other operating expenses | $ (1,098,216) | $ (40,639) | $ (2,102,450) | $ (40,699) | |
Loss from operations | (1,098,216) | (40,639) | (2,102,450) | (40,699) | |
Interest income | 1,570,916 | 6,369 | 1,772,169 | 6,369 | |
Unrealized gains on marketable securities | 89,000 | 29,682 | 1,409,593 | 29,682 | |
Net income (loss) | $ 561,700 | $ (4,588) | $ 1,079,312 | $ (4,648) | |
Weighted average shares outstanding, basic and diluted | [1] | 7,982,110 | 6,596,299 | 7,890,005 | 6,523,554 |
Loss available to ordinary shares: | |||||
Basic and diluted | $ (0.13) | $ (0.01) | $ (0.24) | $ (0.01) | |
[1] | Excludes an aggregate of up to 24,159,018 shares subject to redemption at June 30, 2019 (See Note 7). |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - shares | Jun. 30, 2019 | Dec. 31, 2018 |
Income Statement [Abstract] | ||
Ordinary shares subject to possible redemption, shares | 24,159,018 | 24,361,111 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) - 6 months ended Jun. 30, 2019 - USD ($) | Class A Ordinary shares | Class B Ordinary shares | Additional Paid in Capital | Retained Earnings | Total |
Balance at Dec. 31, 2018 | $ 144 | $ 645 | $ 3,481,063 | $ 1,518,158 | $ 5,000,010 |
Balance, shares at Dec. 31, 2018 | 1,438,889 | 6,450,000 | |||
Change in Ordinary shares subject to possible redemption | $ 20 | (1,079,341) | (1,079,321) | ||
Change in Ordinary shares subject to possible redemption, shares | 202,093 | ||||
Net income | 1,079,312 | 1,079,312 | |||
Balance at Jun. 30, 2019 | $ 164 | $ 645 | $ 2,401,722 | $ 2,597,470 | $ 5,000,001 |
Balance, shares at Jun. 30, 2019 | 1,640,982 | 6,450,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flow from operating activities: | ||
Net income (loss) | $ 1,079,312 | $ (4,648) |
Changes in operating assets and liabilities: | ||
Interest earned in Trust Account | (1,772,169) | (6,369) |
Unrealized gain on marketable securities held in Trust Account | (1,409,593) | (29,682) |
Prepaid expenses | 76,762 | (131,773) |
Accounts payable | 1,359,009 | 169,414 |
Net cash used in operating activities | (666,679) | (3,058) |
Cash flows from investing activities: | ||
Investment of cash in Trust Account | (260,580,000) | |
Net cash used in investing activities | (260,580,000) | |
Cash flows from financing activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 253,500,000 | |
Proceeds from sale of Private Placement Warrants | 8,830,000 | |
Proceeds from promissory note | 561,866 | 121,000 |
Repayment of promissory note | (277,600) | |
Payment of deferred offering costs | (444,990) | |
Net cash provided by (used in) financing activities | 561,866 | 261,728,410 |
Net change in cash and cash equivalents | (104,813) | 1,145,352 |
Cash and cash equivalents at the beginning of the period | 108,818 | 25,817 |
Cash and cash equivalents at the end of the period | 4,005 | 1,171,169 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred underwriting commissions | 9,690,000 | |
Initial value of ordinary shares subject to redemption | 246,959,715 | |
Change in value of ordinary shares subject to redemption | $ 3,181,762 | $ (4,425) |
Organization and Plan of Busine
Organization and Plan of Business Operations | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Plan of Business Operations | Note 1 - Organization and Plan of Business Operations Thunder Bridge Acquisition, Ltd. (the "Company" or "Thunder Bridge") was incorporated as a Cayman Islands exempted company on September 18, 2017. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a "Business Combination"). The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). The period from September 18, 2017 (inception) through June 21, 2018 related to the Company's formation and its initial public offering ("Public Offering") described below, and subsequent to the Public Offering, the search for a target business with which to consummate an initial Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and marketable securities from the proceeds derived from the Public Offering. The registration statement for the Company's Public Offering was declared effective on June 18, 2018. On June 21, 2018, the Company consummated the Public Offering of 22,500,000 units ("Units" and, with respect to the Class A ordinary shares included in the Units offered, the "Public Shares"), generating gross proceeds of $225,000,000, which is described in Note 3. Simultaneously with the closing of the Public Offering, the Company consummated the sale of 8,500,000 warrants (the "Private Placement Warrants") at a price of $1.00 per warrant in a private placement to Thunder Bridge Acquisition, LLC (the "Sponsor") and Cantor Fitzgerald & Company ("Cantor"), generating gross proceeds of $8,500,000, which is described in Note 4. Following the closing of the Public Offering on June 21, 2018, an amount of $227,500,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Public Offering and the Private Placement Warrants was placed in a trust account ("Trust Account") which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. On June 28, 2018, in connection with the underwriters' exercise of their over-allotment option in full, the Company consummated the sale of an additional 3,300,000 Units at a price of $10.00 per Unit generating gross proceeds of $33,000,000, and consummated a private sale of an additional 330,000 private placement warrants to the Sponsor, generating gross proceeds of $330,000. Following the closing, an additional $33,330,000 of proceeds was placed in the Trust Account. Transaction costs amounted to $14,889,816, consisting of $4,500,000 of underwriting fees, $9,690,000 of deferred underwriting fees (see Note 6) and $699,816 of other costs. In addition, $1,169,015 of cash was held outside of the Trust Account for working capital purposes. The Company's management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company's initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the "Public Shareholders") with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer, in either case at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the public shares. In connection with any shareholder vote required to approve any Business Combination, the Sponsor and any other shareholder of the Company prior to the consummation of the Public Offer Sponsor (collectively with the Sponsor, the "Initial Shareholders") and the Company's directors and officers will agree (i) to vote any of their respective Ordinary Shares (as defined below) in favor of the initial Business Combination and (ii) not to redeem any of their Ordinary Shares in connection therewith. The NASDAQ rules require that the Business Combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any Deferred Commissions (as defined below) and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. The Company will have until December 21, 2019 to consummate a Business Combination (the "Combination Period"). If the Company has not completed a Business Combination within 18 months of the closing of Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining shareholders and its Board of Directors, dissolve and liquidate, subject in each case to the Company's obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of a liquidation, the Public Shareholders will be entitled to receive a full pro rata interest in the Trust Account (initially $10.10 per share, plus any pro rata interest earned on the Trust Fund not previously released to the Company and less up to $100,000 of interest to pay dissolution expenses). There will be no redemption rights or liquidating distributions with respect to the Founder Shares (as defined below) or the Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination within the 18-month time period. On January 16, 2019, the Company formed TB Acquisition Merger Sub LLC as a wholly-owned subsidiary in conjunction with the Business Combination (see Note 8). Going Concern Consideration We currently have $4,005 of cash available to fund our operations with a working capital deficit of $2,183,767. If our funds are insufficient to meet the expenditures required for operating our business through the consummation of the Transactions and in the event that that Transactions are not consummated, we will likely need to raise additional funds in order to meet the expenditures required for operating our business. Moreover, in the event that the Transactions are not consummated, we may need to obtain additional financing to either complete our business combination if our forward purchase agreements are not consummated or because we become obligated to redeem a significant number of our public shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. We cannot assume that additional financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiary TB Acquisition Merger Sub LLC. All material intercompany accounts and transactions are eliminated in consolidation. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission. Stock Dividend On June 18, 2018, the Company's board of directors approved a stock dividend of 718,750 Class B Ordinary Shares ("Stock Dividend"). The par values of the ordinary and preferred shares were not adjusted as a result of the Stock Dividend. All references to ordinary shares, warrants to purchase ordinary shares, share data, per share data, and related information contained in the financial statements have been retroactively adjusted to reflect this Stock Dividend for all periods presented. Cash and Marketable Securities held in Trust Account: The amounts initially deposited in the Trust Account represent proceeds from the Public Offering and the Private Placement totaling $260,580,000, of which $260,537,199 was invested in United States treasury obligations with original maturities of nine months or less. The remaining $42,801 of proceeds were held in cash. These assets can only be used by the Company in connection with the consummation of an initial Business Combination. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates, and those differences could be material. Loss Per Ordinary Share Basic loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Consistent with US GAAP, ordinary shares subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per ordinary share for the three months ended June 30, 2019. Such shares, if redeemed, only participate in their pro rata share of trust earnings. Diluted loss per share includes the incremental number of ordinary shares to be issued to settle warrants, as calculated using the treasury method. For the three months ended June 30, 2019 and 2018, the Company did not have any dilutive warrants, securities or other contracts that could potentially, be exercised or converted into ordinary shares, since the exercise of the warrants is contingent on the occurrence of future events. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for all periods presented. A reconciliation of net loss per ordinary share as adjusted for the portion of income that is attributable to ordinary shares subject to redemption is as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2019 2018 2019 2018 Net income (loss) $ 561,700 $ (4,588 ) $ 1,079,312 $ (4,648 ) Less: Income attributable to ordinary shares (1,561,343 ) (36,051 ) (3,004,175 ) (36,051 ) Net loss available to ordinary shares: $ (999,643 ) $ (40,639 ) $ (1,924,863 ) $ (40,699 ) Basic and diluted weighted average number of shares 7,982,110 6,596,299 7,890,005 6,523,554 Basic and diluted loss available to ordinary shares $ (0.13 ) $ (0.01 ) $ (0.24 ) $ (0.01 ) Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. The Company's ordinary shares feature certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2019 and December 31, 2018, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders' equity section of the Company's condensed consolidated balance sheets. Offering costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the financial statement date that are directly related to the Public Offering. Offering costs amounting to $14,889,816 were charged to shareholders' equity upon the completion of the Public Offering. Income Taxes The Company accounts for income taxes under FASB ASC 740, Income Taxes ("ASC 740"). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of September 30, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements. Emerging Growth Company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the financial statements. Subsequent Events Management of the Company evaluates events that have occurred after the balance sheet date of June 30, 2019 through the date that the financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2019 | |
Public Offering [Abstract] | |
Public Offering | Note 3 - Public Offering Pursuant to the Public Offering, the Company sold 25,800,000 units at a purchase price of $10.00 per Unit, including the underwriter over-allotment of 3,300,000 units. Each Unit consists of one share of Class A ordinary shares and one warrant ("Public Warrant"). Each Public Warrant entitles the holder to purchase one share of Class A ordinary shares at an exercise price of $11.50 (see Note 7). |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2019 | |
Private Placement [Abstract] | |
Private Placement | Note 4 - Private Placement Simultaneously with the Public Offering, the Sponsor and Cantor purchased an aggregate of 8,830,000 Private Placement Warrants at $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,830,000. Each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at an exercise price of $11.50. The proceeds from the Private Placement Warrants were added to the proceeds from the Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants: (i) will not be redeemable by the Company; (ii) may be exercised for cash or on a cashless basis, so long as they are held by the Sponsor, Cantor or any of their permitted transferees and (iii) are (including the ordinary shares issuable upon exercise of the Private Placement Warrants) entitled to registration rights. Additionally, the Sponsor and Cantor have agreed not to transfer, assign or sell any of the Private Placement Warrants, including the Class A Shares issuable upon exercise of the Private Placement Warrants (except to certain permitted transferees), until 30 days after the completion of the Business Combination. In addition, for as long as the Private Placement Warrants are held by Cantor or its designees or affiliates, they may not be exercised after five years from the effective date of the registration statement for the Public Offering. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On September 20, 2017, an aggregate of 5,750,000 Class B Shares (the "Founder Shares") were sold to the Sponsor at a price of approximately $0.004 per share, for an aggregate price of $25,000 and the original share issued was surrendered by the Sponsor. On June 18, 2018, the Company effectuated a 1.125 for 1 dividend of its ordinary shares resulting in an aggregate of 6,468,750 founder shares issued and outstanding. This number included an aggregate of up to 843,750 Founder Shares that were subject to forfeiture if the over-allotment option is not exercised in full by the Underwriters in order to maintain the Shareholders' ownership at 20% of the issued and outstanding Ordinary Shares upon completion of the Public Offering. As a result of the underwriters' not exercising the over-allotment in full, 18,750 Class B ordinary shares were forfeited. Private Placement Warrants The Sponsor and Cantor purchased an aggregate of 8,830,000 Private Placement Warrants at $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,830,000 from the Company. Administrative Services Agreement The Company entered into an agreement whereby, commencing on June 20, 2018 through the earlier of the consummation of a Business Combination or the Company's liquidation, the Company will pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities and administrative support. Related Party Loans In order to finance transaction costs in connection with the Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). If the Company completes the Business Combination, the Company would repay such loaned amounts. In the event that the Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $1,500,000 (excluding the $600,000 promissory note discussed below) of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to the Sponsor. On April 15, 2019, the Company executed a promissory note with the Sponsor, whereby the Company may borrow up to $600,000. The note is non-interest bearing and matures the earlier of the date of the consummation of the Business Combination or the date of the winding down of the Company. All advances under the note are at the discretion of the Sponsor. As of June 30, 2019 and December 31, 2018, the Sponsor had made advances of $561,866 and $0, respectively. |
Commitments and Contingency
Commitments and Contingency | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingency | Note 6 - Commitments and Contingency Registration Rights Pursuant to a registration rights agreement entered into on June 21, 2018, the holders of the Founder Shares, the Private Placement Warrants (and their underlying securities) and the warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the Public Offering, or $4,500,000. In addition, the underwriters are entitled to a deferred underwriting discount of 3.5% of the $225,000,000 gross proceeds of the Public Offering and 5.5% on the $33,000,000 of the overallotment gross proceeds, or $9,960,000. The deferred commission was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination, subject to the terms of the underwriting agreement. Share Purchase Agreement A member of the Sponsor agreed to enter into a contingent forward purchase contract with the Company, pursuant to which such member would purchase, in a private placement to occur concurrently with the consummation of a Business Combination, 5,000,000 Units (the "Forward Units") for gross proceeds of $50,000,000 on substantially the same terms as the sale of Units in Public Offering. The funds from the sale of Forward Units will be used as part of the consideration to the sellers in a Business Combination; any excess funds from this private placement will be used for the working capital needs of the post-transaction company. This agreement is independent of the percentage of stockholders electing to redeem their Public Shares and may provide the Company with a minimum funding level for a Business Combination. The contingent forward purchase contract is subject to conditions, including that the member consents to the Company's Business Combination. The member granting its consent to the Business Combination is entirely within such member's sole discretion. Accordingly, if it does not consent to the Business Combination, it will not be obligated to purchase the Forward Units. Provided that such member consents to the Company's Business Combination, the Company has also agreed to provide such member with a right of first refusal to provide up to 51% of any necessary debt financing in connection with the Company's Business Combination and to act as lead agent and arranger in connection thereto. Nasdaq Inquiry As previously disclosed in the Company's Form 10-K for the year ended December 31, 2018, as filed with the SEC on March 26, 2019, on March 11, 2019, the Nasdaq Listing Qualifications Staff sent a letter to the Company, pursuant to Nasdaq Listing Rule 5250(a), requesting, among other things, that the Company provide information and documents related to certain named persons and entities and their relationship to the Company. The Company submitted its response to the Nasdaq Listing Qualifications Staff request on April 2, 2019. The Nasdaq Staff has not requested any additional information, nor has it indicated that it intends to request additional information, from the Company in relation to this matter. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Note 7 - Shareholders' Equity Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001. The Company's board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the Ordinary Shares and could have anti-takeover effects. At June 30, 2019 and December 31, 2018, there were no preferred shares issued or outstanding. Ordinary Shares The Company is authorized to issue 200,000,000 Class A Shares, with a par value of $0.0001 each, and 20,000,000 Class B ordinary shares, with a par value of $0.0001 each (the "Class B Shares" and, together with the Class A Shares, the "Ordinary Shares"). Holders of the Ordinary Shares are entitled to one vote for each Ordinary Share; provided that only holders of the Class B Shares have the right to vote on the election of directors prior to the Business Combination. The Class B Shares will automatically convert into Class A Shares at the time of the Business Combination, on a one-for-one basis, subject to adjustment for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the Business Combination, the ratio at which the Class B Shares shall convert into Class A Shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, 20% of the sum of all Ordinary Shares outstanding upon completion of the Public Offering plus all Class A Shares and equity-linked securities issued or deemed issued in connection with the Business Combination, excluding any Ordinary Shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination, any Private Placement-equivalent Warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company or any securities issued pursuant to the Forward Purchase Contract. Holders of Founder Shares may also elect to convert their Class B Shares into an equal number of Class A Shares, subject to adjustment as provided above, at any time. At June 30, 2019, there were 1,640,982 Class A Shares issued and outstanding, (excluding 24,159,018 Class A shares subject to possible redemption), and there were 6,450,000 Class B Shares issued and outstanding. At December 31, 2018 there were 1,438,889 Class A Shares issued and outstanding (excluding 24,361,111 Class A shares subject to possible redemption), and 6,450,000 Class B Shares issued and outstanding. Founder Shares On September 20, 2017, an aggregate of 5,750,000 Class B Shares (the "Founder Shares") were sold to the Sponsor at a price of approximately $0.004 per share, for an aggregate price of $25,000 and the original share issued was surrendered by the Sponsor. On June 18, 2018, we effectuated a 1.125 for 1 dividend of our ordinary shares resulting in an aggregate of 6,468,750 Founder Shares issued and outstanding. This number included an aggregate of up to 843,750 Founder Shares that were subject to forfeiture if the over-allotment option is not exercised in full by the Underwriters in order to maintain the Initial Shareholders' ownership at 20% of the issued and outstanding Ordinary Shares upon completion of the Public Offering. As a result of the underwriters' not exercising the over-allotment in full, 18,750 Class B ordinary shares were forfeited. The Founder Shares are identical to the Class A Shares included in the Units sold in the Public Offering, except (i) that only holders of the Class B Shares have the right to vote on the election of directors prior to the Business Combination, (ii) the Founder Shares are subject to certain transfer restrictions described below and (iii) the Founder Shares are convertible into Class A Shares on a one-for-one basis, subject to adjustment pursuant to the anti-dilution provisions contained therein. The Founder Shares may not be transferred, assigned or sold until the earlier of (i) one year after the completion of the Business Combination and (ii) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the Business Combination that results in all of the Public Shareholders having the right to exchange their Class A Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Warrants No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A ordinary shares issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may redeem the Public Warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days' prior written notice of redemption; and ● if, and only if, the last sale price of the Company's Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. ● If, and only if, there is a current registration statement in effect with respect to the shares of Class A ordinary shares underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of shares of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. At June 30, 2019 and December 31, 2018, there were 25,800,000 public warrants and 8,830,000 private placement warrants outstanding. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Business Combination | Note 8 - Business Combination On January 21, 2019, the Company, entered into an Agreement and Plan of Merger (as amended, including by the First Amendment to Agreement and Plan of Merger, dated as of February 11, 2019, the Second Amendment to Agreement and Plan of Merger, dated as of May 9, 2019, and the Third Amendment to Agreement and Plan of Merger, dated as of June 19, 2019, each such amendment effective as of January 21, 2019, the "Merger Agreement") with TB Acquisition Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company ("Merger Sub"), Hawk Parent Holdings, LLC, a Delaware limited liability company ("Repay"), and CC Payment Holdings, L.L.C., solely in its capacity as the securityholder representative thereunder (the "Repay Securityholder Representative"). Pursuant to the Merger Agreement, (i) the Company will domesticate from a Cayman Islands exempted company to a Delaware corporation (the "Domestication") and (ii) Merger Sub will merge with and into Repay with Repay continuing as the surviving entity and a subsidiary of the Company (the "Merger" and together with the Domestication and the other transactions contemplated by the Merger Agreement, the "Transactions"). In connection with the Transactions, the Company's corporate name will change to "Repay Holdings Corporation." As a result of the Transactions, each issued and outstanding Class A ordinary share and Class B ordinary share of the Company will convert into a share of Class A common stock of the Company, and each issued and outstanding warrant to purchase Class A ordinary shares of the Company will be exercisable by its terms to purchase an equal number of shares of Class A common stock of the Company. Each share of Company Class A common stock will provide the holder with the rights to vote, receive dividends, and share in distributions in connection with a liquidation and other shareholders rights with respect to the Company. The merger consideration (the "Merger Consideration") to be paid to holders of the limited liability company interests of Repay pursuant to the Merger Agreement will be an amount equal to $580,650,000, subject to adjustment, paid in a mix of cash and units representing limited liability company interests of Repay as the surviving company following the Merger ("Post-Merger Repay Units"), each of which will be exchangeable on a one-for-one basis for shares of Class A common stock of the Company. The Merger Consideration of $580,650,000 will be reduced (or increased if such amount is negative) by an amount equal to the sum of certain Closing Adjustment Items (as defined in the Merger Agreement) and may be increased by any amounts remaining of the following, which will be deducted from the Merger Consideration and escrowed or otherwise set aside under the Merger Agreement: (a) the Escrow Units referred to under "Escrow Units; Purchase Price Adjustment" below, (b) $2,000,000 in cash to be held by the Repay Securityholder Representative to pay its costs and expenses, and (c) $150,000 in cash to be held in escrow to cover certain specified indemnity matters under the Merger Agreement. In addition, the Repay equity holders will have the contingent right to receive up to an additional 7,500,000 Post-Merger Repay Units (the "Earn Out Units) 50% of which may be earned if within the twelve month anniversary of the closing, the volume weighted average price of the Class A common stock is greater than or equal to $12.50 over any 20 trading days within any 30 trading day period and 100% of which may be earned if within the twenty-four month anniversary of the closing, the volume weighted average price of the Class A common stock is greater than or equal to $14.00 over any 20 trading days within any 30 trading day period (and subject to early release in connection with a sale of the Company after the closing where the price in the sale if more than $10.00 per share). In connection with the Merger Agreement, the Sponsor has agreed to forfeit 2,335,000 of its Founder Shares and any of its remaining Private Placement Warrants after transferring its warrants to PIPE Investors who entered into Lock-Up Agreement (as described below) and to escrow 2,965,000 of its Founder Shares. Fifty percent of the escrowed Sponsor shares will be released from escrow if at any time prior to the seventh anniversary of the closing, the closing price of shares of Class A common stock is greater than or equal to $11.50 for 20 trading days over a 30 trading day period, and 100% of the escrowed Sponsor shares will be released from escrow if at any time prior to the seventh anniversary of the closing the closing price of shares of Class A common stock is greater than or equal to $12.50 for 20 trading days over a 30 trading day period, or subject to certain triggers related to de-listing or a change of control of the Company. The Merger Agreement also requires the establishment of a new management incentive plan and allocates a number of shares to such plan equal to 10% of the issued and outstanding shares of the Company after the closing, treating for such purposes (i) the Post-Merger Repay Units as if they had been converted into Company common stock, (ii) the Earn Out Units as if they had been issued and converted into Company common stock, and (iii) the number of shares reserved under the incentive plan as if they were issued and outstanding. Pursuant to the Merger Agreement and subject to certain conditions set forth thereunder, either the Company or Repay can terminate the Merger Agreement if the Closing has not occurred on or prior to July 31, 2019. On January 21, 2019, SunTrust Bank and SunTrust Robinson Humphrey, Inc. ("SunTrust") provided a commitment letter to Merger Sub (the " Debt Commitment Letter In conjunction with its contingent forward purchase contract as described in Note 6, a member of the Sponsor granted its consent to the Merger Agreement. However, in order to facilitate the arrangement of the SunTrust debt financing, the member of the Sponsor waived its right to provide equity financing for the proposed transaction. On May 9, 2019, the parties to the Merger Agreement entered into the Second Amendment to the Merger Agreement (the " Second Amendment ● require as a condition to the closing of the Transactions (the " Closing ● reduce the Base Merger Consideration (as defined in the Merger Agreement) from $600,000,000 to $580,650,000; ● reduce the Required Cash Consideration Amount (as defined in the Merger Agreement) by $30,000,000; ● reduce the Cash Consideration payable to the Company Equity Holders (as defined in the Merger Agreement) by the amount of cash required to be paid to holders of Warrants pursuant to the Warrant Amendment; ● provide for the retention by the consolidated post-Closing company of up to $50,000,000 to the extent there are cash proceeds in excess of the cash amounts required to be paid in connection with the Closing (in addition to the $10 million in cash reserves already provided for in the Merger Agreement) (the " Company Balance Sheet Allocation ● remove the $300,000,000 cap on Cash Consideration payable to the Company Equity Holders; ● provide that Richard Thornburgh will serve on the board of directors of the surviving corporation in lieu of James Kirk; ● eliminate certain escrow and other provisions of the Merger Agreement relating to contingent obligations of Repay that have been eliminated or satisfied; ● add additional covenants regarding any Additional Equity Financing (as defined in the Merger Agreement) that is obtained, including the PIPE Investment (as defined below); ● add additional covenants regarding the Warrant Amendment (including the related Warrantholder Meeting (as defined below)) referred to below; and ● exclude the Sponsor and the PIPE Investors (as defined below) from Repay's Closing condition under the Merger Agreement relating to the 9.9% and 25% Thunder Bridge share ownership limitations upon the Closing. In the Second Amendment, the parties also approved and consented to the Sponsor Letter Amendment (as defined below) and the PIPE Investment with the PIPE Investors specified therein. On June 19, 2019, the parties to the Merger Agreement entered into the Third Amendment to the Merger Agreement (the " Third Amendment In addition, Repay consented to the Amendment (as defined below). In connection with the execution of the Third Amendment, the parties to Debt Commitment Letter agreed to amend the Debt Commitment Letter (the " Debt Commitment Letter Amendment PIPE Financing On May 9, 2019, Thunder Bridge entered into subscription agreements (each, a " Subscription Agreement PIPE Investors PIPE Investment Thunder Bridge has agreed in the Subscription Agreements to file a registration statement covering the shares purchased by the PIPE Investors within 15 business days after the closing of the PIPE Investment and to use commercially reasonable efforts to keep the registration statement effective until the earlier of two years following the closing of the PIPE Investment and the first day on which the PIPE Investors can sell all of their shares under Rule 144 without manner of sale or volume restrictions. The foregoing obligations are subject to delay or suspension by Thunder Bridge for customary limited periods. In connection with the PIPE Investment, on May 9, 2019, certain PIPE Investors entered into a letter agreement by and among Thunder Bridge, the Sponsor and the PIPE Investors named therein (the " Lock-up Agreement Amended Sponsor Letter In connection with the execution of the Second Amendment and the PIPE Investment, the parties amended the letter agreement, dated as of January 21, 2019 (the " Sponsor Earnout Letter Sponsor Letter Amendment Pursuant to the Amended Sponsor Letter, among other things: ● the Sponsor has agreed to deliver for cancellation at the Closing an additional 1,935,000 of its Class B ordinary shares of Thunder Bridge, for a total of 2,335,000 Class B ordinary shares to be so cancelled; ● the number of Class B ordinary shares to be deposited into escrow by the Sponsor at the Closing and subject to vesting has been reduced by 935,000, to a total of 2,965,000 Class B ordinary shares; ● the Sponsor has agreed to transfer certain of its Private Warrants (as defined below) to the PIPE Investors pursuant to the Lock-up Agreement referred to below, and to deliver to Thunder Bridge for cancellation any of its remaining Private Warrants after giving effect to such transfer; ● the Sponsor has waived any rights that it might otherwise have with respect to its Private Warrants to the Warrant Cash Payment (as defined below); ● the Parent Expense Cap (as defined in the Amended Sponsor Letter) has been increased from $20,000,000 to $21,750,000, and certain expenses relating to the Debt Financing (as defined in the Merger Agreement) were excluded from the expenses subject to the Parent Expense Cap; and ● the number of Class B ordinary shares that the Sponsor may transfer prior to the Closing without Repay's consent to third parties who provide any equity or debt financing for the Transactions has been reduced from 2,150,000 to 1,462,335. The Warrant Amendment In connection with, and as a condition to the consummation of, the proposed Transactions, Thunder Bridge is proposing to enter into an amendment (the " Warrant Amendment Warrant Agreement Warrant Agent ● each of the warrants (the " Warrants Public Warrants Private Warrants ● each holder of the Warrants will receive, for each such Warrant (in exchange for the reduction in the number of shares for which such Warrants are exercisable), $1.50 in cash (the " Warrant Cash Payment ● the Private Warrants will be redeemable and exercisable on the same basis as the Public Warrants. The holders of the Private Warrants have waived their rights to receive the Warrant Cash Payment. In connection with the Transactions, the Warrants will be converted automatically in the Domestication into the right to acquire the number of shares of common stock of Repay Holdings Corporation (Thunder Bridge, as renamed following the Domestication) as would have been issuable if the holder of such Warrants had exercised the Warrants immediately prior to the Domestication (in each case, after giving effect to the Warrant Amendment). The Warrant Amendment requires the approval of holders of at least 65% of the outstanding Public Warrants to become effective. Thunder Bridge will call a meeting (the " Warrantholder Meeting Warrantholders Cantor Forfeiture Agreement In connection with the PIPE Investment, on May 9, 2019, Cantor Fitzgerald & Co. (" Cantor Extraordinary General Meeting of Shareholders and Special Meeting of Public Warrant Holders On June 20, 2019, the Company announced that it has set July 10, 2019 as the meeting date for the extraordinary general meeting of shareholders (the "Shareholders Meeting") and the special meeting of holders of its public warrants (the "Warrant Holders Meeting") relating to the previously announced Transactions. At the Shareholders Meeting, Thunder Bridge's shareholders will be asked to approve and adopt the Merger Agreement, as amended, and such other proposals as disclosed in the proxy statement/prospectus relating to the Transactions. At the holders of Thunder Bridge's public warrants will be asked to approve and adopt the previously announced proposal to amend certain terms of the warrants. If the proposals at the Shareholders Meeting and the Warrant Holders Meeting are approved, Thunder Bridge anticipates closing the Business Combination shortly thereafter, subject to the satisfaction or waiver (as applicable) of all other closing conditions. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiary TB Acquisition Merger Sub LLC. All material intercompany accounts and transactions are eliminated in consolidation. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission. |
Stock Dividend | Stock Dividend On June 18, 2018, the Company's board of directors approved a stock dividend of 718,750 Class B Ordinary Shares ("Stock Dividend"). The par values of the ordinary and preferred shares were not adjusted as a result of the Stock Dividend. All references to ordinary shares, warrants to purchase ordinary shares, share data, per share data, and related information contained in the financial statements have been retroactively adjusted to reflect this Stock Dividend for all periods presented. |
Cash and Marketable Securities held in Trust Account | Cash and Marketable Securities held in Trust Account: The amounts initially deposited in the Trust Account represent proceeds from the Public Offering and the Private Placement totaling $260,580,000, of which $260,537,199 was invested in United States treasury obligations with original maturities of nine months or less. The remaining $42,801 of proceeds were held in cash. These assets can only be used by the Company in connection with the consummation of an initial Business Combination. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates, and those differences could be material. |
Loss Per Ordinary Share | Loss Per Ordinary Share Basic loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Consistent with US GAAP, ordinary shares subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per ordinary share for the three months ended June 30, 2019. Such shares, if redeemed, only participate in their pro rata share of trust earnings. Diluted loss per share includes the incremental number of ordinary shares to be issued to settle warrants, as calculated using the treasury method. For the three months ended June 30, 2019 and 2018, the Company did not have any dilutive warrants, securities or other contracts that could potentially, be exercised or converted into ordinary shares, since the exercise of the warrants is contingent on the occurrence of future events. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for all periods presented. A reconciliation of net loss per ordinary share as adjusted for the portion of income that is attributable to ordinary shares subject to redemption is as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2019 2018 2019 2018 Net income (loss) $ 561,700 $ (4,588 ) $ 1,079,312 $ (4,648 ) Less: Income attributable to ordinary shares (1,561,343 ) (36,051 ) (3,004,175 ) (36,051 ) Net loss available to ordinary shares: $ (999,643 ) $ (40,639 ) $ (1,924,863 ) $ (40,699 ) Basic and diluted weighted average number of shares 7,982,110 6,596,299 7,890,005 6,523,554 Basic and diluted loss available to ordinary shares $ (0.13 ) $ (0.01 ) $ (0.24 ) $ (0.01 ) |
Ordinary shares subject to possible redemption | Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. The Company's ordinary shares feature certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2019 and December 31, 2018, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders' equity section of the Company's condensed consolidated balance sheets. |
Offering costs | Offering costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the financial statement date that are directly related to the Public Offering. Offering costs amounting to $14,889,816 were charged to shareholders’ equity upon the completion of the Public Offering. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of September 30, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements. |
Emerging Growth Company | Emerging Growth Company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the financial statements. |
Subsequent Events | Subsequent Events Management of the Company evaluates events that have occurred after the balance sheet date of June 30, 2019 through the date that the financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of reconciliation of net loss per ordinary share | For the Three Months Ended June 30, For the Six Months Ended June 30, 2019 2018 2019 2018 Net income (loss) $ 561,700 $ (4,588 ) $ 1,079,312 $ (4,648 ) Less: Income attributable to ordinary shares (1,561,343 ) (36,051 ) (3,004,175 ) (36,051 ) Net loss available to ordinary shares: $ (999,643 ) $ (40,639 ) $ (1,924,863 ) $ (40,699 ) Basic and diluted weighted average number of shares 7,982,110 6,596,299 7,890,005 6,523,554 Basic and diluted loss available to ordinary shares $ (0.13 ) $ (0.01 ) $ (0.24 ) $ (0.01 ) |
Organization and Plan of Busi_2
Organization and Plan of Business Operations (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Jun. 28, 2018 | Jun. 21, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization and Plan of Business Operations (Textual) | ||||||
Goss proceeds from public offering units | 22,500,000 | |||||
Gross proceeds from public shares units | $ 225,000,000 | |||||
Sale of private placement warrants | 8,500,000 | |||||
Gross proceeds private placement warrants | 8,500,000 | $ 8,830,000 | ||||
Units held in trust account | $ 227,500,000 | |||||
Underwriters over-allotment option, description | The Company consummated the sale of an additional 3,300,000 Units at a price of $10.00 per Unit generating gross proceeds of $33,000,000, and consummated a private sale of an additional 330,000 private placement warrants to the Sponsor, generating gross proceeds of $330,000. Following the closing, an additional $33,330,000 of proceeds was placed in the Trust Account. | |||||
Transaction costs | 14,889,816 | |||||
Underwriting fees | 4,500,000 | |||||
Deferred underwriting fees | 9,690,000 | |||||
Cash held outside of Trust Account | 1,169,015 | |||||
Other costs | $ 699,816 | |||||
Business combination, description | The Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining shareholders and its Board of Directors, dissolve and liquidate, subject in each case to the Company's obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of a liquidation, the Public Shareholders will be entitled to receive a full pro rata interest in the Trust Account (initially $10.10 per share, plus any pro rata interest earned on the Trust Fund not previously released to the Company and less up to $100,000 of interest to pay dissolution expenses). | |||||
Public offering per unit | $ 10.10 | |||||
Outstanding voting securities acquired, percentage | 50.00% | |||||
Cash | $ 4,005 | $ 1,171,169 | $ 108,818 | $ 25,817 | ||
Working capital deficit | $ 2,183,767 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Accounting Policies [Abstract] | |||||
Net income (loss) | $ 561,700 | $ (4,588) | $ 1,079,312 | $ (4,648) | |
Less: Income attributable to ordinary shares | (1,561,343) | (36,051) | (3,004,175) | (36,051) | |
Net loss available to ordinary shares | $ (999,643) | $ (40,639) | $ (1,924,863) | $ (40,699) | |
Basic and diluted weighted average number of shares | [1] | 7,982,110 | 6,596,299 | 7,890,005 | 6,523,554 |
Basic and diluted loss available to ordinary shares | $ (0.13) | $ (0.01) | $ (0.24) | $ (0.01) | |
[1] | Excludes an aggregate of up to 24,159,018 shares subject to redemption at June 30, 2019 (See Note 7). |
Significant Accounting Polici_5
Significant Accounting Policies (Details Textual) - USD ($) | Jun. 18, 2018 | Jun. 30, 2019 | Jun. 21, 2018 |
Significant Accounting Policies (Textual) | |||
Proceeds from public offering and the private placement | $ 260,580,000 | ||
Proceeds held in cash | $ 227,500,000 | ||
Federal depository insurance | 250,000 | ||
Convertible debt | 1,500,000 | ||
Private Placement [Member] | |||
Significant Accounting Policies (Textual) | |||
Proceeds from public offering and the private placement | 260,537,199 | ||
Proceeds held in cash | 42,801 | ||
IPO [Member] | |||
Significant Accounting Policies (Textual) | |||
Offering costs | $ 14,889,816 | ||
Class B Ordinary Shares [Member] | |||
Significant Accounting Policies (Textual) | |||
Stock dividend | 718,750 |
Public Offering (Details)
Public Offering (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Public Offering (Textual) | |
Company sold units | 25,800,000 |
Purchase price | $ / shares | $ 10 |
Underwriter over-allotment units | 3,300,000 |
Description of warrants | Each Public Warrant entitles the holder to purchase one share of Class A ordinary shares at an exercise price of $11.50 (see Note 7). |
Private Placement (Details)
Private Placement (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jun. 21, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Private Placement (Textual) | |||
Aggregate purchase price | $ 8,500,000 | $ 8,830,000 | |
Aggregate of private placement | 25,800,000 | ||
Class A ordinary shares [Member] | |||
Private Placement (Textual) | |||
Exercise price | $ 11.50 | ||
Private Placement [Member] | |||
Private Placement (Textual) | |||
Aggregate purchase price | $ 8,830,000 | ||
Warrants price | $ 1 | ||
Aggregate of private placement | 8,830,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jun. 20, 2018 | Jun. 18, 2018 | Jun. 21, 2018 | Sep. 20, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Related Party Transactions (Textual) | |||||||
Sale of price | $ 10 | ||||||
Aggregate of founder shares issued and outstanding | 6,468,750 | ||||||
Sponsor fees | $ 10,000 | ||||||
Convertible loan | $ 1,500,000 | ||||||
Aggregate purchase price | $ 8,500,000 | $ 8,830,000 | |||||
Aggregate of private placement | 25,800,000 | ||||||
Sponsor advances | $ 561,866 | ||||||
Related party loans, description | Up to $1,500,000 (excluding the $600,000 promissory note discussed below) of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to the Sponsor. On April 15, 2019, the Company executed a promissory note with the Sponsor, whereby the Company may borrow up to $600,000. The note is non-interest bearing and matures the earlier of the date of the consummation of the Business Combination or the date of the winding down of the Company. All advances under the note are at the discretion of the Sponsor. | ||||||
Founders Shares [Member] | |||||||
Related Party Transactions (Textual) | |||||||
Dividend split | 1.125 for 1 | ||||||
Aggregate of founder shares of forfeiture | 843,750 | ||||||
Shareholders ownership, percentage | 20.00% | ||||||
Private Placement [Member] | |||||||
Related Party Transactions (Textual) | |||||||
Warrants price | $ 1 | ||||||
Aggregate purchase price | $ 8,830,000 | ||||||
Aggregate of private placement | 8,830,000 | ||||||
Class B Ordinary Shares [Member] | |||||||
Related Party Transactions (Textual) | |||||||
Shareholders ownership, percentage | 20.00% | ||||||
Warrants price | $ 1 | ||||||
Class B Ordinary Shares [Member] | Founders Shares [Member] | |||||||
Related Party Transactions (Textual) | |||||||
Aggregate of founder shares | 5,750,000 | ||||||
Sale of price | $ 0.004 | ||||||
Aggregate price of founder shares | $ 25,000 | ||||||
Aggregate of founder shares of forfeiture | 18,750 |
Commitments and Contingency (De
Commitments and Contingency (Details) | 6 Months Ended |
Jun. 30, 2019USD ($)shares | |
Commitments (Textual) | |
Percentage of business combination | 51.00% |
Underwriters agreement, description | The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the Public Offering, or $4,500,000. In addition, the underwriters are entitled to a deferred underwriting discount of 3.5% of the $225,000,000 gross proceeds of the Public Offering and 5.5% on the $33,000,000 of the overallotment gross proceeds, or $9,960,000. |
IPO [Member] | |
Commitments (Textual) | |
Gross proceeds of sale of units, shares | shares | 5,000,000 |
Gross proceeds of sale of units | $ | $ 50,000,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | Jun. 18, 2018 | Sep. 20, 2017 | Jun. 30, 2019 | Dec. 31, 2018 |
Shareholders' Equity (Textual) | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | ||||
Preferred stock, shares outstanding | ||||
Private placement warrants, description | The Company may redeem the Public Warrants (except with respect to the Private Placement Warrants): in whole and not in part; at a price of $0.01 per warrant; at any time during the exercise period; upon a minimum of 30 days' prior written notice of redemption; and if, and only if, the last sale price of the Company's Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If, and only if, there is a current registration statement in effect with respect to the shares of Class A ordinary shares underlying such warrants. | |||
Public warrants | $ 25,800,000 | $ 25,800,000 | ||
Private placement warrants outstanding | 8,830,000 | 8,830,000 | ||
Sale of price | $ 10 | |||
Founder Shares [Member] | ||||
Shareholders' Equity (Textual) | ||||
Common stock, shares outstanding | 6,468,750 | |||
Shareholders' ownership percentage | 20.00% | |||
Founder shares, description | The last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. | |||
Dividend split | 1.125 for 1 | |||
Aggregate of founder shares to forfeiture | 843,750 | |||
Class B Ordinary Shares [Member] | ||||
Shareholders' Equity (Textual) | ||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 6,450,000 | 6,450,000 | ||
Common stock, shares outstanding | 6,450,000 | 6,450,000 | ||
Shareholders' ownership percentage | 20.00% | |||
Class B Ordinary Shares [Member] | Founder Shares [Member] | ||||
Shareholders' Equity (Textual) | ||||
Aggregate of founder shares to forfeiture | 18,750 | |||
Aggregate of founder shares | 5,750,000 | |||
Sale of price | $ 0.004 | |||
Aggregate price of founder shares | $ 25,000 | |||
Class A ordinary shares [Member] | ||||
Shareholders' Equity (Textual) | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 1,640,982 | 1,438,889 | ||
Common stock, shares outstanding | 1,640,982 | 1,438,889 | ||
Shares subject to possible redemption | 24,159,018 | 24,361,111 |
Business Combination (Details)
Business Combination (Details) - USD ($) | May 09, 2019 | Jan. 21, 2019 | Jun. 30, 2019 |
Business Combination (Textual) | |||
Merger agreement, description | Fifty percent of the escrowed Sponsor shares will be released from escrow if at any time prior to the seventh anniversary of the closing, the closing price of shares of Class A common stock is greater than or equal to $11.50 for 20 trading days over a 30 trading day period, and 100% of the escrowed Sponsor shares will be released from escrow if at any time prior to the seventh anniversary of the closing the closing price of shares of Class A common stock is greater than or equal to $12.50 for 20 trading days over a 30 trading day period, or subject to certain triggers related to de-listing or a change of control of the Company. | ||
Price per shares | $ 10 | ||
Outstanding public warrants percentage | 65.00% | ||
PIPE Financing [Member] | |||
Business Combination (Textual) | |||
Merger agreement, description | Require as a condition to the closing of the Transactions (the "Closing") that Thunder Bridge (i) obtain the requisite consent of the holders of Thunder Bridge's Warrants (as defined below) to enter into and implement the Warrant Amendment (as defined below) (and provide each of Thunder Bridge and Repay a right to terminate the Merger Agreement if such consent is not obtained), and (ii) enter into and implement the Warrant Amendment; reduce the Base Merger Consideration (as defined in the Merger Agreement) from $600,000,000 to $580,650,000; reduce the Required Cash Consideration Amount (as defined in the Merger Agreement) by $30,000,000; reduce the Cash Consideration payable to the Company Equity Holders (as defined in the Merger Agreement) by the amount of cash required to be paid to holders of Warrants pursuant to the Warrant Amendment; provide for the retention by the consolidated post-Closing company of up to $50,000,000 to the extent there are cash proceeds in excess of the cash amounts required to be paid in connection with the Closing (in addition to the $10 million in cash reserves already provided for in the Merger Agreement) (the " Company Balance Sheet Allocation "), which excess cash proceeds are intended to be used for general corporate purposes, including paying debt or funding future acquisitions; remove the $300,000,000 cap on Cash Consideration payable to the Company Equity Holders; provide that Richard Thornburgh will serve on the board of directors of the surviving corporation in lieu of James Kirk; eliminate certain escrow and other provisions of the Merger Agreement relating to contingent obligations of Repay that have been eliminated or satisfied; add additional covenants regarding any Additional Equity Financing (as defined in the Merger Agreement) that is obtained, including the PIPE Investment (as defined below); add additional covenants regarding the Warrant Amendment (including the related Warrantholder Meeting (as defined below)) referred to below; and exclude the Sponsor and the PIPE Investors (as defined below) from Repay's Closing condition under the Merger Agreement relating to the 9.9% and 25% Thunder Bridge share ownership limitations upon the Closing. | ||
Subscription agreements, description | Pursuant to which Thunder Bridge agreed to issue and sell to the PIPE Investors an aggregate of One Hundred Thirty-Five Million Dollars ($135,000,000) of Thunder Bridge Class A ordinary shares, at a price of $10.00 per Class A ordinary share, simultaneously with or immediately prior to the Closing (the “PIPE Investment”). The PIPE Investment is conditioned on the Closing being scheduled to occur concurrently or immediately following the closing of the PIPE Investment and other customary closing conditions. The proceeds from the PIPE Investment will be used to fund a portion of the Required Cash Consideration payable to the Company Equity Holders, the Warrant Cash Payment payable to the Warrantholders in connection with the Warrant Amendment and other payments required in connection with the Transactions. Excess proceeds will be paid by Thunder Bridge to Repay as the Company Balance Sheet Allocation pursuant to the Merger Agreement and will be available for corporate purposes including paying indebtedness or funding future acquisitions. In the event those excess proceeds together with other cash available in connection with the Transactions exceed $60 million, | ||
Aggregate private warrants held by the sponsor | 8,000,000 | ||
Aggregate of ordinary shares | 2,000,000 | ||
Cantor Fitzgerald & Co. [Member] | |||
Business Combination (Textual) | |||
Shares forfeited | 350,000 | ||
Class B Ordinary Shares [Member] | |||
Business Combination (Textual) | |||
Amended sponsor letter, description | Pursuant to the Amended Sponsor Letter, among other things: the Sponsor has agreed to deliver for cancellation at the Closing an additional 1,935,000 of its Class B ordinary shares of Thunder Bridge, for a total of 2,335,000 Class B ordinary shares to be so cancelled; the number of Class B ordinary shares to be deposited into escrow by the Sponsor at the Closing and subject to vesting has been reduced by 935,000, to a total of 2,965,000 Class B ordinary shares; the Sponsor has agreed to transfer certain of its Private Warrants (as defined below) to the PIPE Investors pursuant to the Lock-up Agreement referred to below, and to deliver to Thunder Bridge for cancellation any of its remaining Private Warrants after giving effect to such transfer; the Sponsor has waived any rights that it might otherwise have with respect to its Private Warrants to the Warrant Cash Payment (as defined below); the Parent Expense Cap (as defined in the Amended Sponsor Letter) has been increased from $20,000,000 to $21,750,000, and certain expenses relating to the Debt Financing (as defined in the Merger Agreement) were excluded from the expenses subject to the Parent Expense Cap; and the number of Class B ordinary shares that the Sponsor may transfer prior to the Closing without Repay's consent to third parties who provide any equity or debt financing for the Transactions has been reduced from 2,150,000 to 1,462,335. | ||
Merger [Member] | |||
Business Combination (Textual) | |||
Merger agreement, description | The merger consideration (the "Merger Consideration") to be paid to holders of the limited liability company interests of Repay pursuant to the Merger Agreement will be an amount equal to $580,650,000, subject to adjustment, paid in a mix of cash and units representing limited liability company interests of Repay as the surviving company following the Merger ("Post-Merger Repay Units"), each of which will be exchangeable on a one-for-one basis for shares of Class A common stock of the Company. The Merger Consideration of $580,650,000 will be reduced (or increased if such amount is negative) by an amount equal to the sum of certain Closing Adjustment Items (as defined in the Merger Agreement) and may be increased by any amounts remaining of the following, which will be deducted from the Merger Consideration and escrowed or otherwise set aside under the Merger Agreement: (a) the Escrow Units referred to under "Escrow Units; Purchase Price Adjustment" below, (b) $2,000,000 in cash to be held by the Repay Securityholder Representative to pay its costs and expenses, and (c) $150,000 in cash to be held in escrow to cover certain specified indemnity matters under the Merger Agreement. | ||
Shares forfeited | 2,335,000 | ||
Escrow shares | 2,965,000 | ||
Additional shares to be issued | 7,500,000 | ||
Credit facilities | $ 170,400,000 | ||
Price per shares | $ 10 | ||
Warrant Amendment [Member] | |||
Business Combination (Textual) | |||
Warrant, description | Each of the warrants (the "Warrants") to purchase Thunder Bridge Class A ordinary shares outstanding immediately prior to the Closing, including the Warrants issued in Thunder Bridge's initial public offering (the "Public Warrants") and the Warrants initially issued to the Sponsor and Cantor in a private placement (the "Private Warrants"), will become exercisable for one-quarter of one Class A ordinary share of Thunder Bridge, rather than a whole Class A ordinary share, at an exercise price of $2.875 per one-quarter share ($11.50 per whole share); each holder of the Warrants will receive, for each such Warrant (in exchange for the reduction in the number of shares for which such Warrants are exercisable), $1.50 in cash (the " Warrant Cash Payment "); and the Private Warrants will be redeemable and exercisable on the same basis as the Public Warrants. | ||
Post-Merger Repay Units [Member] | |||
Business Combination (Textual) | |||
Merger agreement, description | 50% of which may be earned if within the twelve month anniversary of the closing, the volume weighted average price of the Class A common stock is greater than or equal to $12.50 over any 20 trading days within any 30 trading day period and 100% of which may be earned if within the twenty-four month anniversary of the closing, the volume weighted average price of the Class A common stock is greater than or equal to $14.00 over any 20 trading days within any 30 trading day period (and subject to early release in connection with a sale of the Company after the closing where the price in the sale if more than $10.00 per share). |