Repay Holdings Corporation was incorporated as a Delaware corporation on July 11, 2019 in connection with the closing of a transaction (the “Business Combination”) pursuant to which Thunder Bridge Acquisition Ltd., a special purpose acquisition company organized under the laws of the Cayman Islands (“Thunder Bridge”), (a) domesticated into a Delaware corporation and changed its name to “Repay Holdings Corporation” and (b) consummated the merger of a wholly owned subsidiary of Thunder Bridge with and into Hawk Parent Holdings, LLC, a Delaware limited liability company (“Hawk Parent”).

Throughout this section, unless otherwise noted or unless the context otherwise requires, the terms “we”, “us”, “Repay” and the “Company” and similar references refer (1) before the Business Combination, to Hawk Parent and its consolidated subsidiaries and (2) from and after the Business Combination, to Repay Holdings Corporation and its consolidated subsidiaries. Throughout this section, unless otherwise noted or unless the context otherwise requires, “Thunder Bridge” refers to Thunder Bridge Acquisition. Ltd. prior to the consummation of the Business Combination. Thunder Bridge issued public warrants and private placement warrants (collectively, the “Warrants”), which were outstanding and recorded on the Company’s consolidated financial statements at the time of the Business Combination. On July 27, 2020, the Company completed the redemption of all outstanding Warrants.

The Company is headquartered in Atlanta, Georgia. The Company’s legacy business was founded as M & A Ventures, LLC, a Georgia limited liability company doing business as REPAY: Realtime Electronic Payments (“REPAY LLC”), in 2006 by current executives John Morris and Shaler Alias. Hawk Parent was formed in 2016 in connection with the acquisition of a majority interest in the successor entity of REPAY LLC and its subsidiaries by certain investment funds sponsored by, or affiliated with, Corsair Capital LLC (“Corsair”).

On January 19, 2021, the Company completed the previously announced underwritten public offering (the “Equity Offering”) of 6,244,500 shares of its Class A common stock at a public offering price of $24.00 per share. 814,500 shares of such Class A common stock were sold in the Equity Offering in connection with the full exercise of the underwriters’ option to purchase additional shares of Class A common stock pursuant to the underwriting agreement.

On January 19, 2021, the Company also completed the previously announced offering of $440.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2026 (the “2026 Notes”) in a private placement (the “Notes Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. $40.0 million in aggregate principal amount of such 2026 Notes were sold in the Notes Offering in connection with the full exercise of the initial purchasers’ option to purchase such additional 2026 Notes pursuant to the purchase agreement. The Notes will mature on February 1, 2026, unless earlier converted, repurchased or redeemed.

On June 15, 2021, the Company acquired all of the equity interests of BT Intermediate, LLC (together with its subsidiaries, “BillingTree”) for approximately $506.6 million, consisting of approximately $278.3 million in cash from the Company’s balance sheet and approximately 10 million shares of newly issued Class A common stock, representing approximately 10% of the voting power of the Company’s outstanding shares of common stock.

On June 22, 2021, the Company acquired substantially all of the assets of Kontrol LLC (“Kontrol”) for up to $11.0 million, of which approximately $7.5 million was paid at closing. The acquisition was financed with cash on hand.

On April 12, 2021, the Securities and Exchange Commission (the “SEC”) issued a statement (the “Statement”) on the accounting and reporting considerations for warrants issued by special purpose acquisition companies (“SPACs”). The Statement referenced the guidance included in generally accepted accounting principles in the United States of America (“GAAP”) that entities must consider in determining whether to classify contracts that may be settled in its own stock, such as warrants, as equity or as an asset or liability. After considering the Statement, the Company re-evaluated its historical accounting for the Warrants and concluded it must amend the accounting treatment of the Warrants, which were recorded to the Company’s consolidated financial statements at the time of the Business Combination. At that time, the Warrants were presented within equity and did not impact any reporting periods prior to the Business Combination. The Company’s management concluded that the Warrants include provisions that, based on the Statement, preclude the Warrants from being classified as components of equity. Management, after consultation with the audit committee and

our independent registered accounting firm, concluded that our previously issued audited financial statements as of December 31, 2019, for the period from July 11, 2019 through December 31, 2019 and as of and for the year ended December 31, 2020 and the Company’s unaudited condensed consolidated financial statements for the quarterly periods within those periods (the “Relevant Periods”) should no longer be relied upon. The Company has filed an amendment to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (as amended, the “2020 Form 10-K”) restating the financial statements for the Relevant Periods (including the three and six months ended June 30, 2020), as set forth in the Statement. The notes included herein should be read in conjunction with the restated financial reports included in the 2020 Form 10-K. This Quarterly Report on Form 10-Q reflects the restated financials for the three and six months ended June 30, 2020. The Warrants were no longer outstanding as of the end of 2020, and therefore, the change in accounting policy triggered by the restatement has no impact on the financial statements for the three and six months ended June 30, 2021 included in this Quarterly Report on Form 10-Q.

The Company has reflected in this Quarterly Report on Form 10-Q restated financials as of December 31, 2020 and June 30, 2020 and for the three and six months ended June 30, 2020 to restate the following non-cash items:

	As of December 31, 2020									As of June 30, 2020 (Unaudited)
	As Reported			Adjustments			As Restated			As Reported			Adjustments			As Restated
Consolidated Balance Sheets
Warrant liabilities	$	—		$	—		$	—		$	—		$	38,062,930		$	38,062,930
Total noncurrent liabilities		488,360,392			—			488,360,392			363,159,756			38,062,930			401,222,686
Total liabilities		553,796,069			—			553,796,069			422,492,654			38,062,930			460,555,584
Additional paid-in capital		604,391,167			87,283,905			691,675,072			474,608,423			51,961,378			526,569,801
Accumulated deficit		(88,647,808	)		(87,283,905	)		(175,931,713	)		(69,938,145	)		(90,024,308	)		(159,962,453	)
Total stockholders' equity		509,313,721			—			509,313,721			397,793,240			(38,062,930	)		359,730,310

	For the three months ended June 30, 2020									For the six months ended June 30, 2020
	As Reported			Adjustments			As Restated			As Reported			Adjustments			As Restated
Unaudited Consolidated Statements of Operations
Change in fair value of warrant liabilities	$	—		$	(66,669,522	)	$	(66,669,522	)	$	—		$	(73,567,617	)	$	(73,567,617	)
Total other (expense) income		(13,737,414	)		(66,669,522	)		(80,406,936	)		(17,758,114	)		(73,567,617	)		(91,325,731	)
(Loss) income before income tax expense		(20,427,326	)		(66,669,522	)		(87,096,848	)		(27,827,361	)		(73,567,617	)		(101,394,978	)
Net (loss) income		(16,530,700	)		(66,669,522	)		(83,200,222	)		(22,815,143	)		(73,567,617	)		(96,382,760	)
Net (loss) income attributable to the Company		(12,627,641	)		(66,669,522	)		(79,297,163	)		(16,059,685	)		(73,567,617	)		(89,627,302	)
Loss per Class A share:
Basic and diluted	$	(0.30	)				$	(1.90	)	$	(0.40	)				$	(2.26	)

	For the six months ended June 30, 2020
	As Reported			Adjustments			As Restated
Unaudited Consolidated Statements of Cash Flows
Net loss	$	(22,815,143	)	$	(73,567,617	)	$	(96,382,760	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities		32,232,902			73,567,617			105,800,519
Net cash provided by operating activities		9,417,759			—			9,417,759
Net cash used in investing activities		(43,728,473	)		—			(43,728,473	)
Net cash provided by financing activities		176,118,827			—			176,118,827