United States securities and exchange commission logo





                           October 21, 2021

       Timothy Murphy
       Chief Financial Officer
       Repay Holdings Corporation
       3 West Paces Ferry Road, Suite 200
       Atlanta, GA 30305

                                                        Re: Repay Holdings
Corporation
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2020
                                                            Filed March 1, 2021
                                                            Amendment No. 2 to
Form 10-K for the Fiscal Year Ended December 31, 2020
                                                            Filed May 10, 2021
                                                            Response dated
October 4, 2021
                                                            File No. 001-38531

       Dear Mr. Murphy:

              We have reviewed your October 4, 2021 response to our comment
letter and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

             After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       September 15, 2021 letter.

       Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2020

       Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
       Non-GAAP Financial Measures, page 31

   1.                                                   We note your response
to comment 1. We continue to believe the one-time upfront cash
                                                        payments to buy out
future monthly commission operating expenses to be paid over the
                                                        course of a merchant
contract represent normal, recurring, cash operating expenses
                                                        necessary to operate
your business. Please revise your filing to remove this non-GAAP
                                                        adjustment. We refer
you to Question 100.01 of the Division's Non-GAAP Financial
                                                        Measures Compliance and
Disclosure Interpretations.
 Timothy Murphy
Repay Holdings Corporation
October 21, 2021
Page 2
2.       We note your response to comment 2. Please revise your reconciliation
of adjusted net
         income to reflect the impact of income taxes as a separate adjustment
for the Successor
         Period from July 11, 2019 through December 31, 2019 and to explain how
the tax impact
         is calculated. We refer you to Question 102.11 of the Division's
Non-GAAP Financial
         Measures Compliance and Disclosure Interpretations.
3.       We note your response to comment 3. Please revise your footnotes to
disclose your
         computation of the number of Class A common shares outstanding on an
as-converted
         basis for all periods presented.
       You may contact Suying Li at (202) 551-3335 or Linda Cvrkel at (202)
551-3813 with
any questions.



FirstName LastNameTimothy Murphy                            Sincerely,
Comapany NameRepay Holdings Corporation
                                                            Division of
Corporation Finance
October 21, 2021 Page 2                                     Office of Trade &
Services
FirstName LastName