Item 8.01 Other Events.

On March 19, 2020, Repay Holdings Corporation (the "Company") announced that it expects to solicit consents (the "Consent Solicitation") from holders of its outstanding public warrants (the "Public Warrants" and together with private placement warrants, the "Warrants") to approve amendments (the "Proposed Amendments") to the existing warrant agreement, as previously amended, relating to the Warrants (the "Warrant Agreement") for the purpose of curing certain ambiguities relating to a "cashless exercise" of the Warrants, on the terms and subject to the conditions that will be set forth in a consent solicitation statement and accompanying documents, which are expected to be mailed to holders on or about March 24, 2020. The Proposed Amendments will clarify that, in connection with any "cashless exercise" of the Warrants, as the fair market value relates to one share of Class A Common Stock, the Warrant Price (as defined in the Warrant Agreement) also relates to one share of Class A Common Stock.

A copy of the press release relating to the Consent Solicitation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This Current Report on Form 8-K is not a solicitation of consents to the Proposed Amendments, and the Consent Solicitation is being made solely on the terms and subject to the conditions set forth in the documents governing the Consent Solicitation.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



               Exhibit
               Number    Description

               99.1        Press release issued March 19, 2020.

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