Sec Form 13G Filing - TOR ASIA CREDIT MASTER FUND LP filing for Repay Holdings Corp (RPAY) - 2020-01-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 76029L100

1.

Names of Reporting Persons
TOR ASIA CREDIT MASTER FUND LP

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
CAYMAN ISLANDS

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

6.

Shared Voting Power
0

7.

Sole Dispositive Power

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.00%

12.

Type of Reporting Person (See Instructions)
CO

CUSIP No. 76029L100

1.

Names of Reporting Persons
TOR INVESTMENT MANAGEMENT (HONG KONG) LIMITED

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
HONG KONG

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

6.

Shared Voting Power
0

7.

Sole Dispositive Power

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.00%

12.

Type of Reporting Person (See Instructions)
CO

CUSIP No. 76029L100

1.

Names of Reporting Persons
EDSPARR PATRIK LENNART

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
SWEDISH

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

6.

Shared Voting Power
0

7.

Sole Dispositive Power

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.00%

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 76029L100

1.

Names of Reporting Persons
MIKOSH CHRISTOPHER LOUIS

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
AMERICAN

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

6.

Shared Voting Power
0

7.

Sole Dispositive Power

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.00%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer:
Repay Holdings Corp.

(b)

Address of Issuer’s Principal Executive Offices:
3 West Paces Ferry Road

Suite 200

Atlanta GA 30305

Item 2.

(a)

Name of Person Filing

This statement is filed by Tor Investment Management (Hong Kong) Limited, a Hong Kong private company (“Tor”), Tor Asia Credit Master Fund LP (“Master Fund”), Patrik Lennart Edsparr (“Mr. Edsparr”), and Christopher Louis Mikosh (“Mr. Mikosh”), each with respect to the Issuer’s common stock directly owned by the Master Fund.  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Messrs Edsparr and Mikosh are the majority owners of Tor.  By virtue of this relationship, they may be deemed to beneficially own the common stock owned directly by the Master Fund.

(b)

Address of Principal Business Office or, if none, Residence:

The principal place of business for Tor and Messrs Edsparr and Mikosh is Henley Building 19/F, 5 Queen’s Road Central, Hong Kong.

The principal place of business for the Master Fund is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

(c)

Citizenship

Tor is incorporated in Hong Kong.

The Master Fund is formed in the Cayman Islands.

Mr. Edsparr is a citizen of Sweden.

Mr. Mikosh is a citizen of the United States.

(d)

Title of Class of Securities
Class A ordinary share, $0.0001 par value

(e)

CUSIP Number
76029L100

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

x

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership

All ownership information in this Item 4 is at the close of business on December 31, 2019.  The Class A ordinary shares of Thunder Bridge Acquisition, Ltd., a blank check company incorporated in the Cayman Islands (the “Issuer”), disclosed by the Reporting Persons, were initially issued the form of units consisting of one Class A ordinary share and one redeemable warrant. The Reporting Persons converted their units and liquidated 100% of the Class A ordinary shares on September 18, 2018, but continued to hold 1,500,000 of the warrants.  The warrants became exercisable in July 2019, and the Reporting Persons sold down 100% of the remaining holdings between August 22 and August 29, 2019.

As of August 29, 2019 the Filing Persons had liquidated their entire position.

TOR ASIA CREDIT MASTER FUND LP

(a)

Amount beneficially owned:   

0

(b)

Percent of class:   

0.00%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

(ii)

Shared power to vote or to direct the vote    

0

(iii)

Sole power to dispose or to direct the disposition of   

(iv)

Shared power to dispose or to direct the disposition of   

0

TOR INVESTMENT MANAGEMENT (HONG KONG) LTD

(a)

Amount beneficially owned:   

0

(b)

Percent of class:   

0.00%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

(ii)

Shared power to vote or to direct the vote    

0

(iii)

Sole power to dispose or to direct the disposition of   

(iv)

Shared power to dispose or to direct the disposition of   

0

EDSPARR PATRIK LENNART

(a)

Amount beneficially owned:   

0

(b)

Percent of class:   

0.00%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

(ii)

Shared power to vote or to direct the vote    

0

(iii)

Sole power to dispose or to direct the disposition of   

(iv)

Shared power to dispose or to direct the disposition of   

0

MIKOSH CHRISTOPHER LOUIS

(a)

Amount beneficially owned:   

0

(b)

Percent of class:   

0.00%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

(ii)

Shared power to vote or to direct the vote    

0

(iii)

Sole power to dispose or to direct the disposition of   

(iv)

Shared power to dispose or to direct the disposition of   

0

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

See Ex. 99.1

Item 9.

Notice of Dissolution of Group

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Hong Kong registered Type 9 (asset management) license holders is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. 

Date: January 24, 2020

TOR ASIA CREDIT MASTER FUND LP

Name of Entity

/s/ James Sweeney

Signature

James Sweeney / Authorized Signatory

Name/Title

DATE: January 24, 2020

TOR INVESTMENT MANAGEMENT (HONG KONG) LIMITED

Name of Entity

/s/ James Sweeney

Signature

James Sweeney / Director

Name/Title

January 24, 2020

Date

/s/ Patrik Lennart Edsparr

Signature

Patrik Lennart Edsparr

Name/Title

January 24, 2020

Date

/s/ Christopher Louis Mikosh

Signature

Christopher Louis Mikosh

Name/Title

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).